The consolidated financial statements for fiscal year 2023 were established in accordance with the International Accounting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
The audiovisual entertainment business, hereafter \u201cthe Content production & distribution is mainly represented by Banijay Group and its subsidiaries, hereafter \u201cBanijay\u201d or \u201cBG\u201d, which operates in the production of audiovisual programs, distribution and marketing of intellectual property rights in relation to audiovisual, digital contents and/or formats and the production of live experiences.
The online sports betting and gaming business, hereafter \u201cthe Online sports betting &\u00a0gaming business\u201d is represented by Betclic Everest Group\u00a0SAS and its subsidiaries, hereafter \u201cBetclic Everest Group\u201d or \u201cBEG\u201d, which operates through its subsidiaries in the European and African online sports betting, online casinos, online poker and online turf. It operates under the names of its known brands such as Betclic and Bet-at-home, the latter being the brand name of bet-at-home.com AG, a listed company on the Frankfurt stock exchange.
These two businesses together compose the Group, hereafter \u201cthe Group\u201d.
FL Entertainment is ultimately controlled by Lov Group Invest SAS, a private French company.
The consolidated Group is the continuity of the reporting entity reflected in the combined financial statements as of 31 December 2021. The constitution of the Group results from contribution of entities to FL Entertainment made in June 2022, without modification in fine of the direct or indirect holding of Financi\u00e8re Lov (refer to note\u00a03.2.1 on page 241. These operations are therefore a combination between entities under common control. As explained in the consolidated financial statements for fiscal year 2022, this type of combination is excluded from the scope of IFRS\u00a03\u00a0Business Combinations. In the absence of an IFRS standard specifically applicable to such a transaction, the Group has elected to recognise them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests as applied retrospectively.
The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n Parent company | \n
| \n Banijay Events | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n Merged into FL\u00a0Entertainment | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n Merged into Lov Banijay | \n
| \n Banijay Group Holding | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Fonds de dotation FLE | \n\n \u00a0 | \n\n 100.00% | \n\n - | \n
| \n Banijay Experience | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Sub-Group Betclic Everest Group | \n\n \u00a0 | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Sub-Group Banijay | \n\n \n | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Banijay Group | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
As a result of the transaction with Pegasus, founder shares were contributed to former founder shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL\u00a0Entertainment\u2019s outstanding founder shares are similar to those issued by Pegasus.
The founder shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of earn-out shares, an amount equal to 0.1% of the nominal value of each founder share shall be added to the dividend reserve for founder shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding founder shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1\u00a0July 2022, the closing price of the ordinary shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period; and
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to founder shares will not be exercised. Founder shares can only be entitled to profit in the limit of the negligible amount equal to 0.1% of the nominal value (\u20ac0.01) per share.
Founder warrants have been issued by FL Entertainment at 1\u00a0July 2022 and distributed to Pegasus Founder.
Founder warrants have substantially the same terms as the public warrants and entitle their holder to purchase from FL\u00a0Entertainment one ordinary share at the price of \u20ac11.50 per ordinary share within a 5-year period from 1\u00a0July 2022. Additionally, the founder warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of ordinary shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the founder warrants are held by someone other than Pegasus\u2019 founders and sponsors, the founder warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of warrants or a full or partial cash or cashless settlement of warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2023, FL Entertainment issued 5,250,000 Founder warrants.
| \n Note 27 | \n\n Related parties | \n
Related parties consist of:
\u2022Group LOV's controlling shareholders: Financi\u00e8re LOV Group and LOV Group Invest;
\u2022Other shareholders, notably: Group Vivendi's subsidiaries, Fimalac, De Agostini, Monte-Carlo SBM International, and Pegasus Founders, Sponsors;
\u2022Associates and joint ventures; and
\u2022Key management personnel.
The Group recorded several transactions with LOV\u2019s controlling shareholder (Financi\u00e8re LOV) and its subsidiaries that are not part of the Group\u2019s consolidation scope, as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Other securities | \n\n (103.0) | \n\n (98.3) | \n
| \n Net financial assets/financial liabilities/provisions | \n\n - | \n\n - | \n
| \n Net trade receivables/payables | \n\n (1.8) | \n\n 0.6 | \n
| \n Operating income/operating expenses(1) | \n\n (20.0) | \n\n (16.9) | \n
| \n Financial income/expenses | \n\n (4.7) | \n\n 17.0 | \n
| \n (1)Of which President compensation | \n\n (19.8) | \n\n (16.9) | \n
The annual compensation of the president of Banijay Group, Lov Group Invest (controlled by St\u00e9phane Courbit), a French soci\u00e9t\u00e9 par actions simplifi\u00e9e, having its registered office 5, rue Fran\u00e7ois 1er in Paris (75008), registered under number 494 031 008 RCS Paris (\u201cLGI\u201d), has been set at the average of (i) 0.38% of the consolidated turnover of the previous fiscal year and (ii) 2% of the consolidated EBITDA of the previous fiscal year.
The annual compensation (exclusive of VAT if any) of the president of Betclic Everest Group, Lov Group Invest has been set at the average of 2% of the gross margin realised during the said fiscal year, it being specified that the Gross Margin of bet-at-home sub-group will be taken into account to the extent of the percentage of Betclic Everest Group\u2019s participation on 1 January of the said fiscal year, as such gross margin is defined in the audited consolidated financial statements of Betclic Everest Group as of 31 December 2021. Such compensation shall be paid (i) in three instalments within one month of the financial statements, (ii) the balance being paid no later than one month following the closing of the audited consolidated financial statements.
In addition, as detailed in note 3.2.1 on page 241, in the context of the business combination agreement, significant transactions occurred between the Group and Financi\u00e8re Lov during 2022.
| \n (in \u20ac million) | \n\n De Agostini | \n|
| \n 31 December 2023 | \n\n 31 December 2022 | \n|
| \n Net financial assets/(financial liabilities)/(provisions) | \n\n (105.0) | \n\n (101.2) | \n
| \n Net trade receivables/(payables) | \n\n - | \n\n - | \n
| \n Operating income/(operating expenses) | \n\n - | \n\n - | \n
| \n Financial income/(expenses) | \n\n (3.8) | \n\n (1.7) | \n
| \n (in \u20ac million) | \n\n Vivendi | \n|
| \n 31 December 2023 | \n\n 31 December 2022 | \n|
| \n Net financial assets/(financial liabilities)/(provisions) | \n\n - | \n\n - | \n
| \n Net trade receivables/(payables) | \n\n 2.0 | \n\n 2.7 | \n
| \n Operating income/(operating expenses) | \n\n 33.6 | \n\n 40.5 | \n
| \n Financial income/(expenses) | \n\n - | \n\n (3.4) | \n
| \n (in \u20ac million) | \n\n Fimalac | \n|
| \n 31 December 2023 | \n\n 31 December 2022 | \n|
| \n Net financial assets/(financial liabilities)/(provisions) | \n\n - | \n\n - | \n
| \n Net trade receivables/(payables) | \n\n 0.3 | \n\n 0.2 | \n
| \n Operating income/(operating expenses) | \n\n 2.2 | \n\n 2.8 | \n
| \n Financial income/(expenses) | \n\n - | \n\n - | \n
| \n (in \u20ac million) | \n\n SBM International | \n|
| \n 31 December 2023 | \n\n 31 December 2022 | \n|
| \n Net financial assets/(financial liabilities)/(provisions) | \n\n (38.5) | \n\n (37.2) | \n
| \n Net trade receivables/(payables) | \n\n - | \n\n - | \n
| \n Operating income/(operating expenses) | \n\n - | \n\n - | \n
| \n Financial income/(expenses) | \n\n (1.4) | \n\n (0.6) | \n
| \n (in \u20ac million) | \n\n Pegasus Founders and Sponsors | \n|
| \n 31 December 2023 | \n\n 31 December 2022 | \n|
| \n Other securities | \n\n (24.7) | \n\n (24.4) | \n
| \n Net trade receivables/(payables) | \n\n - | \n\n - | \n
| \n Operating income/(operating expenses) | \n\n - | \n\n - | \n
| \n Financial income/(expenses) | \n\n (0.3) | \n\n (6.6) | \n
In addition, as detailed in note 3.2.1 on page 239, in the context of the business combination agreement, significant transactions occurred between the Group and other shareholders during 2022.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Net financial assets/financial liabilities/provisions | \n\n 4.2 | \n\n (0.0) | \n
| \n Net trade receivables/payables | \n\n 0.9 | \n\n 1.1 | \n
| \n Operating income/operating expenses | \n\n 0.9 | \n\n 0.6 | \n
| \n Financial income/expenses | \n\n 1.0 | \n\n 1.0 | \n
Key management personnel, who have the authority and responsibility for planning, directing and controlling the activities, directly or indirectly, are the members of the Board of Directors, the CEO of Banijay Group(1) and the CEO of Betclic Everest Group(2). The compensation of the key management personnel is detailed in the table below:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Short-term employee benefits (fixed salary and variable component) | \n\n (3.2) | \n\n (2.0) | \n
| \n Post-employment benefits (IAS\u00a019) | \n\n - | \n\n - | \n
| \n Other long-term benefits | \n\n - | \n\n - | \n
| \n Termination benefits | \n\n - | \n\n - | \n
| \n Share-based payment | \n\n (26.6) | \n\n (26.1) | \n
| \n Total compensation to key management personnel | \n\n (29.9) | \n\n (28.1) | \n
| \n (1)Position currently occupied by Marco Bassetti, who holds 1.6% of FL Entertainment\u2019s share capital. (2)Position currently occupied by Nicolas Beraud, who will also hold potential FL Entertainment shares as part of LTI 2023 plan as described in the note 7.2 on page 251. | \n
Moreover, attendance fees allocated to the Board of Directors\u2019 members amounted to \u20ac0.5 million in 2023 (\u20ac0.3 million in 2022).
In 2023 and 2022, the remuneration components of the Executive Directors at FL Entertainment level is as follows:
| \n \n | \n\n Fixed annual base salary | \n\n Short-term variable incentive | \n\n Long-term | \n\n Other | \n|||
| \n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n \u20ac750,000 | \n\n \u20ac525,000(1) | \n\n n/a | \n\n n/a | \n\n n/a | \n\n n/a | \n\n Termination indemnity as detailed below | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO)(2) | \n\n \u20ac475,000 | \n\n \u20ac475,000 | \n\n \u20ac166,250 | \n\n 0 | \n\n \u20ac1,300,000(3) | \n\n n/a | \n\n Termination indemnity as detailed below | \n
| \n (1)As from November\u00a02022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. (2)Since 1 February 2024, Sophie Kurinckx-Leclerc is also CFO of Financi\u00e8re Lov (as detailed in section 4.2.2.8). Her base salary 2024 at FL\u00a0Entertainment level is \u20ac356,250. (3)The LTIP will be paid in 2028 as detailed below. | \n
The total remuneration costs of the CEO and CFO in the P&L amount to \u20ac2,320,000 (2022: \u20ac782,000).
In 2023, the mix between the fixed and the variable remuneration components for our Executive Directors is as follows:
| \n Name | \n\n 2023 | \n\n 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n 100% Fixed / 0% Variable | \n\n 100% Fixed / 0% Variable | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO) | \n\n 74% Fixed / 26% Variable | \n\n 100% Fixed / 0% Variable | \n
The individual fixed remuneration in 2023 for each Executive Director paid was as follows:
| \n Name | \n\n Base salary 2023 | \n\n Base salary 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n \u20ac750,000 | \n\n \u20ac525,000(1) | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO)(2) | \n\n \u20ac475,000 | \n\n \u20ac475,000 | \n
| \n (1)As from November\u00a02022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. (2)Since 1 February 2024, Sophie Kurinckx-Leclerc is also CFO of Financi\u00e8re Lov (as detailed in section 4.2.2.8). Her base salary 2024 at FL\u00a0Entertainment level is \u20ac356,250. | \n
The total social charges related to fixed remuneration amounted to \u20ac391,676 and \u20ac167,250 respectively in 2023 and 2022.
The CFO benefits from a variable compensation subject to performance criteria divided for (i) 50% of financial criteria (30% relating to consolidated EBITDA and 20% of free cash flow generated by FL Entertainment during the year) and (ii) 50% of extra-financial criteria (20% of performance of financial management, 20% of social and environmental responsibility and 10% of compliance (involvement in the development of compliance programmes)). The various scenario analysis have been done at the time of the determination of the criteria. For Financial Year 2023, the CFO has achieved all the determined criteria and therefore the CFO will receive the maximum amount, meaning \u20ac166,250. The social charges related to short-term variable incentive amounted to \u20ac58,221.
There is no short term variable incentive for the CEO.
The CFO benefits from a long-term incentive cash incentive equivalent to the stock price of 130,000 Company' shares which is aimed at aligning the interest of Mrs Sophie Kurinckx-Leclerc with the interests of the long-term shareholders and will be paid in January 2028 provided Mrs\u00a0Sophie Kurinckx-Leclerc remains an Executive Director of the Company until 31 December 2027. The amount will depend on the average of the stock price of the Company share over the 20 trading days weighted by the volumes preceding payment. The LTIP is valued at \u20ac1,300,000 as at 31 December 2023 (taking into consideration a stock price of \u20ac10). The charges related to this plan recorded during 2023 amounted to \u20ac317,720 including social charges.
There is no long term variable incentive for the CEO.
In addition, the Executive Directors benefit from a termination indemnity equal to (i) with respect to the CEO, a lump sum of \u20ac450,000 and (ii) with respect to the CFO, 12-months base salary.
Mr Fran\u00e7ois Riahi benefits, as chief executive officer of Financi\u00e8re Lov, from non-vested Financi\u00e8re Lov shares (as detailed below) which takes into account the value-creation at the level of the Company. In this respect, Mr Fran\u00e7ois Riahi's incentive is aligned to the interests of the Company's shareholders.
Before becoming the chief financial officer of the Company, Mrs Sophie Kurinckx-Leclerc was the chief financial officer of the Banijay Group. As such, for the first six months of 2022, she has also received remuneration from the Banijay Group.
Her remuneration as chief financial officer of the Banijay Group for the year 2022 was agreed as follows:
| \n Name | \n\n 2022 Base salary (Banijay) | \n\n 2022 Bonus (Banijay) | \n\n 2022 Allowance (Banijay) | \n
| \n Mrs Sophie Kurinckx-Leclerc | \n\n \u20ac280,500 | \n\n \u20ac340,250 | \n\n \u20ac38,837 | \n
In 2022, Mrs Sophie Kurinckx-Leclerc received a lump sum payment of \u20ac283,250 in the context of her leaving Banijay.
In July\u00a02020, Mrs Sophie Kurinckx-Leclerc received free Banijay Group\u00a0SAS shares. These shares are vested but still under lock-up until June 2024. As at 31 December 2023, the shares are valued at \u20ac684,474. Furthermore, Mrs\u00a0Sophie Kurinckx-Leclerc benefits at the level of Banijay Group from a long-term cash incentive. The amount depends on the valuation of Banijay Group\u00a0SAS at the time of payment. As at 31 December 2023, the vested part is valued at \u20ac779,267.
As of 31 December 2023, none of the Executive Directors directly owns shares or stock options giving access to the share capital of the Company.
However, Mr Fran\u00e7ois Riahi, indirectly holds via Financi\u00e8re\u00a0Lov 100 shares of Financi\u00e8re Lov (representing less than 0,01% of Financi\u00e8re Lov\u2019s share capital and voting rights) which remain subject to a lock-up undertaking until the end of a 5-year period following their attribution in January\u00a02021. The value of such shares will depend on Financi\u00e8re Lov\u2019s internal rate of return (IRR).
The table below sets forth the remuneration of the Non-Executive Directors paid for 2023 and 2022. The amounts reflect the annual fee awarded for the services as Non-Executive Director and any additional roles as member of a committee or Chairperson of the Board or a committee, from the date of their appointment.
| \n Name | \n\n Base salary | \n|
| \n 2023 | \n\n 2022 | \n|
| \n Mr St\u00e9phane Courbit | \n\n \u20ac0(1) | \n\n \u20ac0(1) | \n
| \n Mr Pierre Cuilleret | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mrs Susana Gallardo | \n\n \u20ac70,000 | \n\n \u20ac37,500 | \n
| \n Mrs El\u00e9onore Ladreit de Lacharri\u00e8re | \n\n \u20ac50,000 | \n\n \u20ac25,000 | \n
| \n Mrs C\u00e9cile L\u00e9vi | \n\n \u20ac65,000 | \n\n \u20ac32,500 | \n
| \n Mr Alain Minc | \n\n \u20ac70,000 | \n\n \u20ac35,000 | \n
| \n Mrs Marella Moretti | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mr Herv\u00e9 Philippe | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mr Albert Manzone(2) | \n\n \u20ac30,000 | \n\n - | \n
| \n Mr Yves de Toytot(3) | \n\n \u20ac30,000 | \n\n \u20ac30,000 | \n
| \n (1)Mr St\u00e9phane Courbit has waived his right to compensation as chairman of the board and non-executive director. (2)Member of the Board of Director since 30 May 2023. (3)Member of the Board of Director until 30 May 2023. | \n
For the year 2023, the total aggregate remuneration of the Senior Management Members due for by any entity within the Group was approximately \u20ac2,400,000 (\u20ac1,650,000 in 2022). This amount does not take into account the long-term incentive plan provided to the Senior Management Members.
The Company does not pay the Senior Management Members' compensation for 2022, except to the extent it is awarded any grants under a LTIP as described in the note\u00a07.2 on page 251. The remuneration will be paid by other companies within the Group.
As of 31 December 2023, Marco Bassetti indirectly holds 6,916,269 ordinary shares through a holding vehicle, which he received as a result of an equity contribution of 2,690,437 shares in Banijay as part of the Lov\u2019s reorganization during 2022. Other than as set out above, as of 31 December 2023, none of the Senior Management Members directly owns shares or stock options giving access to the share capital of the Company.
As described in the note 7.2 on page 251, the Company implemented a LTIP in favor of the CEO of Betclic Everest Group, which is aimed at aligning the interests of the CEO of Betclic Everest Group with the interests of the long-term shareholders, and which provides an incentive for longer term commitment and retention of the CEO.
Under the Articles of Association of the Company, the Board is designated to issue ordinary shares or grant rights to subscribe for ordinary shares up to 3% of the issued shares at the time of issuance, in connection with any LTIP.
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
Content production & distribution business interim production operations can be impacted by the timing of delivery of both scripted and non-scripted productions (and thus affecting the level of revenue and work in progress). The distribution activity tends to present a more important seasonality in the last quarter of the year but is also impacted by the timing of recoupment of its distribution advances. The live experiences activity can be impacted by the seasonality of major events such as international ceremonies (Olympics, Fifa World Cup).
The online sports betting and gaming business primarily generates its revenues from the sports betting segment.
Sports betting volumes follow the various sports calendars. With football being the main attractive sport within the business, the online sports betting volumes tend to follow its calendar typically starting in August and ending in May. Volumes are consequently higher during this period. The organization of international events such as the FIFA World Cup or the European Football Championship, which usually take place during the summer break (except in 2022 which took place during winter), leads to additional significant betting and players activity.
In casino games and online poker segments, business volumes remain relatively stable throughout the calendar year, with an increase in activity during the winter season.
Regarding Online sports betting, being fixed odds betting, its revenues rely on the outcome sport betting margin, which represents the difference between bets and winnings. The margin is highly correlated with the results of the favorite teams, causing short-term fluctuations that directly impact positively or negatively the financial results. However, being driven by its statistical approach, the sport margin will always converge on the long-term to the applied sport pricing strategy.
It is important to note that in jurisdictions where betting taxes are applied on the wagered amounts (e.g., Portugal or Poland), any adverse impact on the sports betting margin will further affect profitability and subsequently the overall results of operations and the business.
| \n Note 2 | \n\n Basis of preparation | \n
The consolidated financial statements for fiscal year 2023 were established in accordance with the International Accounting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
The consolidated financial statements are presented in euros. Unless otherwise indicated, all amounts are rounded to the nearest hundred thousand euros, rounding differences may occur.
These consolidated financial statements for fiscal year 2023 were approved by the Board of Directors on 28\u00a0March 2024.
The consolidated Group is the continuity of the reporting entity reflected in the combined financial statements as of 31 December 2021. The constitution of the Group results from contribution of entities to FL Entertainment made in June 2022, without modification in fine of the direct or indirect holding of Financi\u00e8re Lov (refer to note\u00a03.2.1 on page 241. These operations are therefore a combination between entities under common control. As explained in the consolidated financial statements for fiscal year 2022, this type of combination is excluded from the scope of IFRS\u00a03\u00a0Business Combinations. In the absence of an IFRS standard specifically applicable to such a transaction, the Group has elected to recognise them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests as applied retrospectively.
The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n Parent company | \n
| \n Banijay Events | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n Merged into FL\u00a0Entertainment | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n Merged into Lov Banijay | \n
| \n Banijay Group Holding | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Fonds de dotation FLE | \n\n \u00a0 | \n\n 100.00% | \n\n - | \n
| \n Banijay Experience | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Sub-Group Betclic Everest Group | \n\n \u00a0 | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Sub-Group Banijay | \n\n \n | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Banijay Group | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.
The consolidated financial statements for the years ended on the 31 December 2023 and 2022 have been prepared in accordance with International Financial Reporting Standards (\u201cIFRS\u201d) as issued by International Accounting Standard Board (\u201cIASB\u201d) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (\u201cIAS\u201d), as well as the related International Financial Reporting Interpretations Committee (\u201cIFRIC\u201d) interpretations. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share\u2011based payment transactions that are within the scope of IFRS\u00a02, leasing transactions that are within the scope of IFRS\u00a016\u00a0Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS\u00a02\u00a0Inventories or value in use in IAS\u00a036\u00a0Impairment of Assets.
The principal accounting policies adopted are set out below.
\u2022IFRS 17 \u2013 Insurance contracts
Effective date: 1 January 2023
\u2022Amendments to IFRS\u00a017 & IFRS 9 \u2013 Insurance contracts & Financial instruments \u2013 Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs \u2014 Presentation of Financial Statements \u2014 Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 8 \u2014 Accounting Policies, Changes in Accounting Estimates and Errors \u2013 Definition of Accounting Estimates
Effective date: 1 January 2023
\u2022Amendments to IAS 12 \u2013 Income taxes \u2013 Deferred tax related to assets and liabilities arising from a single transaction
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 12 \u2013 International Tax Reform \u2013 Pillar Two Model Rules
Effective date: 1 January 2023
Expect for the amendment to IAS 12 as described below, these standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2023.
On 8 November 2023, the European Union has endorsed the 'International Tax Reform \u2014 Pillar Two Model Rules (Amendments to IAS 12) issued by the IASB in May 2023 . In December 2022, the EU Member States unanimously agreed to adopt a directive introducing a global minimum corporate income tax rate of 15% that will come into force in 2024, in accordance with the model framework of OECD Pillar Two.
As of date, Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions that the Group operates. The legislation will be effective for the Group\u2019s Financial Year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation. The Group also applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes notably based on transitional CbCR Safe Harbour. The effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply. However, the Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.
None.
\u2022Amendments to IAS\u00a01 \u2013\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as current or non-current
\u2022Amendments to IFRS\u00a016\u00a0\u2013 Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
\u2022Amendments to IAS 7 and IFRS 7 \u2013 Statement of Cash Flows \u2013 Supplier Finance Arrangements
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the classification and the estimate of the valuation of the investments made this year;
viii)the right-of-use assets and lease liabilities;
ix)the amount of provisions for risks and other provisions in relation with the group\u2019s activity; and
x)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
The consolidated financial statements for fiscal year 2023 were established in accordance with the International Accounting Standards (IFRS) as adopted by the European Union and available on the European Commission website.
These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations.
These consolidated financial statements for fiscal year 2023 were approved by the Board of Directors on 28\u00a0March 2024.
The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n Parent company | \n
| \n Banijay Events | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n Merged into FL\u00a0Entertainment | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n Merged into Lov Banijay | \n
| \n Banijay Group Holding | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Fonds de dotation FLE | \n\n \u00a0 | \n\n 100.00% | \n\n - | \n
| \n Banijay Experience | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Sub-Group Betclic Everest Group | \n\n \u00a0 | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Sub-Group Banijay | \n\n \n | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Banijay Group | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
On 4 July 2023, some Banijay Group\u2019s key managers have contributed most of their Banijay Group\u2019s shares owned directly to FL\u00a0Entertainment in exchange for FL\u00a0Entertainment\u2019s ordinary shares (\u201cFL Entertainment Shares\u201d) or have reinvested the amount of their Phantom shares plan into FL Entertainment Shares. Following this transaction, the put options granted to the shareholders, pursuant to a shareholders\u2019 agreement at the level of Banijay Group, and recognised in the consolidated financial statements, are not valid anymore.
The transaction led to (i) the settlement of liabilities on non-controlling interests for \u20ac133\u00a0million in exchange of 10,441,974 FL\u00a0Entertainment Shares and the payment in cash of \u20ac28.1\u00a0million and (ii) the settlement of Employee-related long-term incentives (Phantom shares plan) for \u20ac33.0\u00a0million including withholding tax and social charges. The amount of the Phantom Plan was reinvested into 1,171,685\u00a0FL\u00a0Entertainment Shares.
In 2023, in the context of the Contribution of all BG shares held by Banijay Group\u2019s key managers in exchange for Ordinary Shares (as explained in note 3.1.1 on page 240), the consolidated equity is impacted as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
In 2022, in the context of the Group\u2019s reorganization (as explained in note 3.2.1 (i) on page 241), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2023 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends and share premium distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n BEG Group | \n\n (2.1) | \n\n 5.8 | \n\n (0.2) | \n\n \u00a0 | \n\n \u00a0 | \n\n (8.6) | \n\n 0.7 | \n\n (4.3) | \n
| \n Banijay Group | \n\n 8.4 | \n\n 7.1 | \n\n (0.5) | \n\n (0.8) | \n\n 13.1 | \n\n (13.0) | \n\n 10.2 | \n\n 24.5 | \n
| \n Total | \n\n 6.3 | \n\n 12.8 | \n\n (0.7) | \n\n (0.8) | \n\n 13.1 | \n\n (21.6) | \n\n 10.9 | \n\n 20.2 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n \u00a0 | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n - | \n\n (0.2) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n 3.0 | \n\n (2.9) | \n\n 0.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n 3.0 | \n\n (3.1) | \n\n 0.7 | \n\n 6.3 | \n
In 2023 and 2022, the item \u201cChanges in ownership interest in subsidiaries that did not result in a loss of control\u201d reflected the capital restructuration detailed in the note 18.2 on page 272.
In 2023, NCI were recognised in relationship with Balich Wonder Studios initial accounting (remaining NCI amount to 11,73%) and are presented in the column \u201cOthers\u201d.
| \n Note 31 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Endemol Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Holdings Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Southern Star Pty. Ltd. | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 4 PTY Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 7 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 8 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA PRODUCTIONS 9 PTY LTD | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Services Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n HQWS APAC\u00a0 PTY LTD | \n\n Australia | \n\n 24.73% | \n\n 0.00% | \n
| \n Rosebud Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Commercial Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Productions No 1\u00a0 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No 2 pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No. 3 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n SCREENTIME Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Belgium | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n EndemolShine Belgium N.V. | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n JONNYDEPONY BV | \n\n Belgium | \n\n 50.07% | \n\n 47.12% | \n
| \n A F\u00c1BRICA ENTRETENIMENTO E PARTICIPA\u00c7\u00d5ES S.A. | \n\n Brazil | \n\n 50.00% | \n\n 0.00% | \n
| \n Endemol Shine Brasil Produ\u00e7\u00f4es Ltda | \n\n Brazil | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Denmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY NORDIC HOLDING Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Danmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Metronome Productions A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM TV A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n PINEAPPLE ENTERTAINMENT ApS | \n\n Denmark | \n\n 50.00% | \n\n 47.05% | \n
| \n RESPIRATOR MEDIA & DEVELOPMENT A/S | \n\n Denmark | \n\n 49.12% | \n\n 46.22% | \n
| \n Yellow Bird Films ApS | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing (Fiji) Pte Limited | \n\n Fiji | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY FINLAND OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY Holding Suomi OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Finland Oy | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Finland OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n 4-3-3 Production | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Adventure Line Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Air Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n ALP Music | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Alphonse Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Atlantis Factory | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Banijay Central 3 | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Clipping | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Banijay Content | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n BANIJAY EDITING | \n\n France | \n\n 73.53% | \n\n 30.72% | \n
| \n Banijay France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Live Events | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod \u00e7a Tourne | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod Editing | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY PRODUCTION MEDIA | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Social Media SAS | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n Banijay Studios France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Studios France MA2 SAS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Talent | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n BASE RECORDS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Beau Soir Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Connecting Prod | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n D.M.L.S TV | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Films | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Productions | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n Endemol Fiction | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Production | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Festival'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Fiction'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O DIVERTISSEMENT | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O FICTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O JEUX | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O PRODUCTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n IMAGES ON AIR | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM Presse | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Lodition | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Monello Productions | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Montmartre Films | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Non Stop Edition | \n\n France | \n\n 44.83% | \n\n 42.19% | \n
| \n Non Stop Productions | \n\n France | \n\n 40.85% | \n\n 38.44% | \n
| \n Ollenom Studio | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Pistache TV | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Pitchipo\u00ef Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Puzzle Media | \n\n France | \n\n 50.00% | \n\n 47.05% | \n
| \n Screenline | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n SCREENLINE SPV1 | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n Soci\u00e9t\u00e9 Miss France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Kilim SNC | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Maboul | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Survivor Central Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Talent Lab | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Terence Films | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Tooco | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Upper Talent SAS | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Vision Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Yasuke | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Zodiak Kids Studio France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Media Germany GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n BRAINPOOL Live Entertainment GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Banijay Productions Germany GmbH | \n\n Germany | \n\n 74.71% | \n\n 70.31% | \n
| \n BRAINPOOL Beteilligungsgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Cape Cross Studio und Filmlichtgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n en2rage Management & Consulting GmbH | \n\n Germany | \n\n 20.46% | \n\n 19.25% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Major.Minor Musikverlag GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Mile 108 Gripstore GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MTS Management T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 70.78% | \n\n 66.61% | \n
| \n M\u00fcnsteraner Tourneeservice MTS Live GmbH | \n\n Germany | \n\n 62.91% | \n\n 59.21% | \n
| \n NOISY PICTURES GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n OGP Live GmbH i.G. | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n OGP only good people GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n POTATOHEAD PICTURES GmbH | \n\n Germany | \n\n 55.05% | \n\n 0.00% | \n
| \n Raab TV-Produktion GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Rainer Laux Productions GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n WeMynd GmbH | \n\n Germany | \n\n 14.16% | \n\n 13.32% | \n
| \n Endemol India Private Limited | \n\n India | \n\n 98.04% | \n\n 92.26% | \n
| \n Ink Pen Media Private Limited | \n\n India | \n\n 98.03% | \n\n 92.25% | \n
| \n Logline Production Private Ltd | \n\n India | \n\n 97.06% | \n\n 91.34% | \n
| \n SEVENTAURAUS ENTERTAINMENT STUDIO PRIVATE LIMITED | \n\n India | \n\n 49.12% | \n\n 46.22% | \n
| \n Beyond Entertainment Holdings Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights (Ireland) Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights Distribution Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n HL Beyond Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Melodia Limited | \n\n Ireland | \n\n 32.68% | \n\n 0.00% | \n
| \n Endemol Israel Ltd | \n\n Israel | \n\n 95.53% | \n\n 89.89% | \n
| \n Movie Plus Productions (2005) Ltd. | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n Paolina Jerusalem Productions Ltd | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n 4 FRIENDS SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Ascent Film S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ATLANTIS FILM & VIDEO SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n AURORA TV SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Balich Wonder Studio SpA | \n\n Italy | \n\n 86.54% | \n\n 0.00% | \n
| \n Banijay Italia Holding S.R.L. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ITALIA SpA | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Music Italy SrL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY STUDIOS ITALY SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Bigb Holding SrL | \n\n Italy | \n\n 50.00% | \n\n 0.00% | \n
| \n DOGHEAD ANIMATION APULIA S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n DOGHEAD ANIMATION S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n Endemol Shine Italy S.p.A. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n For Fun Distribution S.r.l | \n\n Italy | \n\n 34.65% | \n\n 32.61% | \n
| \n Groenlandia S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ITV\u00a0 MOVIE SRL | \n\n Italy | \n\n 89.46% | \n\n 84.19% | \n
| \n L'Officina SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MadDoll Srl | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MOBO S.r.l | \n\n Italy | \n\n 19.25% | \n\n 18.12% | \n
| \n MOVIMENTI PRODUCTION SRL | \n\n Italy | \n\n 38.50% | \n\n 36.23% | \n
| \n NON PANIC SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n RAIN FROG S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n ROCKET MUSIC PUBLISHING S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n Banijay Mexico and US Hispanic, S.A.P.I. de C.V. | \n\n Mexico | \n\n 49.98% | \n\n 47.03% | \n
| \n Boomdog Studios, S.A. de C.V. | \n\n Mexico | \n\n 49.80% | \n\n 46.87% | \n
| \n Endemol Shine Boomdog Holding, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine Boomdog, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n 625 TV Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 8th Continent Film Production | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n After The Break Productions B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Blockbuster Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Call 909 Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Central Media Station Holding BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Costa Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n De Mol Catalyst B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Licentie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nederland Film B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Participatie TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Personeel B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine IP B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Scripted B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sport B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sports Investments B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n ES NL Scripted Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Escape TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Geheugenspel Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Gouden Uur TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Haagse Bluf TV Produkties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Human Playground TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Neem Me Mee Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film en TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Palm Plus Music Publishing BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Posh Productions B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scenery B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scriptstudio B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Simpel Formats BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SimpelZodiak BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Participaties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Southfields B.V. | \n\n Netherlands | \n\n 81.67% | \n\n 76.85% | \n
| \n Topkapi Films B.V. | \n\n Netherlands | \n\n 50.01% | \n\n 47.06% | \n
| \n TVBV BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Twentytwo Producties B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 0.00% | \n
| \n Van der Valk TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Vuurwerk TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 153 Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Dead Head Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA US Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n First Responders Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Quimbo's Quest Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Remarkable Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime New Zealand Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Straight Forward Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE GULF PRODUCTIONS LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE SUMMIT PRODUCTIONS NZ 2022 LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Norway AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Beforeigners Production AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Entertainment AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n NB Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Nordisk Banijay AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon TV AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Screen Media AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Norge AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Polska Sp. z.o.o. | \n\n Poland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Portugal, Unipessoal Lda. | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Portocabo Atlantico Unipessoal Lda. | \n\n Portugal | \n\n 74.02% | \n\n 69.66% | \n
| \n Shine Iberia Portugal, Unipessoal, Lda | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Vostok LLC | \n\n Russian Federation | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing Ltd | \n\n Samoa | \n\n 98.04% | \n\n 92.26% | \n
| \n BWS KSA | \n\n Saudi Arabia | \n\n 46.67% | \n\n 0.00% | \n
| \n HQWS KSA | \n\n Saudi Arabia | \n\n 23.80% | \n\n 0.00% | \n
| \n MC World App | \n\n Spain | \n\n 29.41% | \n\n 0.00% | \n
| \n 1992 La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n 30 Monedas La Serie SL | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Anciana Milenaria SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Banijay Iberia SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Crespeth Films AIE | \n\n Spain | \n\n 49.51% | \n\n 46.59% | \n
| \n CUARZO Producciones SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Culpa Mia SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n DE LORENZO PRODUCCIONES E INVERSIONES SL | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n DIAGONAL TELEVISIO SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Endemol, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Proyectos SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Global Palenove SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n La Otra casa La Pel\u00edcula AIE | \n\n Spain | \n\n 50.00% | \n\n 47.05% | \n
| \n LaLiga Studios S.L. | \n\n Spain | \n\n 50.00% | \n\n 0.00% | \n
| \n Largas Sombras S.L.U. | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n Magnolia TV Espana | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Monos con Pistolas La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Non Stop People Espana SL | \n\n Spain | \n\n 93.13% | \n\n 87.64% | \n
| \n Perfectos Desconocidos AIE | \n\n Spain | \n\n 25.01% | \n\n 23.54% | \n
| \n Pokeepsie Films, S.L. | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Portocabo Canarias SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo Mediterraneo SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo TV SL | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Producciones Sol Naciente, AIE | \n\n Spain | \n\n 48.97% | \n\n 46.08% | \n
| \n Project Academy Series SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n R. Zinman Productions, A.I.E. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Sabinas Diagonal S.L. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Iberia S.L.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fear Collection III AIE | \n\n Spain | \n\n 49.53% | \n\n 46.61% | \n
| \n Zeppelin Television, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Filmlance International AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Friday TV AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Enterprises AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Management AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Sverige AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n MAGFIVE Content AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Creative | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Media Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Meter Television AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM & TV PRODUKTION AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Scripted Post | \n\n Sweden | \n\n 98.04% | \n\n 0.00% | \n
| \n Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Solsidan Produktion HB | \n\n Sweden | \n\n 49.02% | \n\n 46.13% | \n
| \n STO-CPH Produktion AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n We Are Post AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n B&B Endemol Shine AG | \n\n Switzerland | \n\n 39.71% | \n\n 37.37% | \n
| \n HQ Worldwide Shows LLC | \n\n United Arab Emirates | \n\n 23.79% | \n\n 0.00% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Among Giants Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio Management Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio TV Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bad Ed The Movie Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay (Central) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Group Services Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Kids & Family (Holding) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n BANIJAY MEDIA LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Rights Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Beyond Rights | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight (On The Edge Season 4) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Castaway Television Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Channel 12 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dangerous Films Limited | \n\n United Kingdom | \n\n 63.77% | \n\n 60.01% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DINOPAWS UK Limited | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Drama Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 2 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 3 LTD | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 4 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BITW) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Group Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ESUK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 44.12% | \n\n 41.52% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (AM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Domina) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Fortitude 3) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Guerrilla) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (KAW2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n FKAI productions Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n GRAYPOOLE Films Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n HANK ZIPZER Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Hawkshead Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial (Seaforth) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Frankies House) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Horse Opera) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n IWC Media Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Izenda Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kale TV Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n Kindle (Little Darlings) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (Big and Small) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (HANK ZIPZER) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KINDLE ENTERTAINMENT LIMITED | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KISS ME FIRST Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Kudos (BG) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Broadchurch) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Burn Up) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Child) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Code 404) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deadwater) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deep Water) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Eternal) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 8) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 9) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Five) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Four) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Seven) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Six) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Gunpowder) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Hour) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans Three) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (L&O) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Law) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Manhattan) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Morton) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Occupation) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Orange Shirt) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (River) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS 2) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Spooks) CP Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Squirrel) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n KUDOS (THIS TOWN) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tin Star) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Troy) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tsunami) | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tunnel) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Two Weeks) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (WM) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (You) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Film & Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Hustle Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Rights Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lomond Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lovely Day Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Mam Tor Productions (Chloe) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Scotland) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Wild Lion) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions Limited | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Neon Ink Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Newincco 1151 Ltd | \n\n United Kingdom | \n\n 49.03% | \n\n 46.14% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n OP MEDIA Ltd | \n\n United Kingdom | \n\n 78.43% | \n\n 73.81% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n RDF Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Secret Life\u00a0 of Boys 5\u00a0 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine TV Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (SPV) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (YCOM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Simon's Cat Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Sound Pocket Music Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Spooks Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n THE A LIST (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n THE A LIST 2 (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n The Boys Are Back In Town Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Comedy Unit Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 2 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 3 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Forge Entertainment (AB4) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (AB5) Ltd. | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Ackley Bridge) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (BE2) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Debutante) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (DM) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Elizabeth) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (GenZ) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Highlands & Islands) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Home) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Kiri) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Marriage) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (National Treasure) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Productions) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Roadkill) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (ROTG) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Sandrine) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Shardlake) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Light) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Miniaturist) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment Limited | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Foundation T.V. Productions (Scotland) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n The Natural Studios Limited | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n TIGER ASPECT (3LB) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (BH&MP) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Fortitude 2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Good Karma) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (KAW) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Viewpoint) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Animation Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Assets Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Curfew) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street 4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Films Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Kids & Family Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Pictures (Dog Eat Dog) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Royston Vasey) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Tosspot) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n TIGER ASPECT PRODUCTIONS (HEATWAVE) LIMITED\u200b | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Victoria Real Ltd. | \n\n United Kingdom | \n\n 96.52% | \n\n 90.83% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig 2) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild West (Initial) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Wonder Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee (Crouch) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee Documentary Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n YELLOW BIRD PRODUCTIONS UK LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Distributions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Young Bwark Limited | \n\n United Kingdom | \n\n 49.02% | \n\n 46.13% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Kids & Family Distribution Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids & Family Productions UK Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids UK Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Music Publishing Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n 1953 LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 1982 Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 247 W, 37th ST Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 51 Minds Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n 51 Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n All Knight Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Anonymous Music Library, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Ant Eggs Rentals LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Argyle Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Atrium Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment Holding, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US II INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US, INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY GROUP US HOLDING INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Mexico and US Hispanic, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Berkeley Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Apple LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Peach Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Big Ant Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n BL4 Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BMP Films Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Bona Fide Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Brigadier Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BSNA Entertainment LLC | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n BUNIM MURRAY PRODUCTIONS INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BUNIM MURRAY PRODUCTIONS LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Burbank North Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Candlestick Entertainment, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n CCCM Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Clock Tower Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Coconunu Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Complete Solution Pictures and Sound | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Creole Manny LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Cristal Ball Enterprises LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Crosswalk Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Deep Dish Productions of Chicago LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Distance Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Dos Producciones LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Beyond USA, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Latino N.A., Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Boomdog, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine SPV, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine US Office LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Studios | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Holding, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Front Yard Productions Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Go Ahead Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Gramercy\u00a0Global\u00a0Entertainment | \n\n United States | \n\n 58.33% | \n\n 54.89% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Hashtag Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hippocritical Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hizzoner LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Brewed Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Run Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Impresario Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n In the Keys Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Keeping Track Music Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lars & Son Moisture Farm LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock and Key Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock Cut 9 LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Look Both Ways Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Cable Television Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Theory Entertainment, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Media Production Services, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Middleman LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mindring Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mobility Productions, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Monte Pictures LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mountain View Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Navy Street Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n No Doubt Post Production, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Note Republic LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n NoVat Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Only on Oxnard LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Organized Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Ink LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Media, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Our House Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Oxnard Cats Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Palisade Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle VFX LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Pico Script Lab, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n PMPGL LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Production Support Services, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Proton Production LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Road Rules Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Rough Cut Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n RW Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Screenbox LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Shadows of Doubt LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n SHEA OFFICE SPACE AND FURNISHINGS | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Shine Television LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine US Holdings Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Snack Tray Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Spring Break Films LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n STEPHEN DAVID ENTERTAINMENT LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Stephen David Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Suns Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Sunset Ventures Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Superior Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Swampy Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tabula Rasa Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tasty Treat LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n The American Cue Society LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Trade Winds Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Trapeze Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n True Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n True TTH, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Truly Original, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Turnt up Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UBBP Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n United Front Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UP-N-ATOM LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Very Water Logged LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n W, 37th St Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Warren & Whitmore Publishing, LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Westcar LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Wheelhouse Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n World Wars WV LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n YOLO Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zamora Films LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Znak TV Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Americas | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak USA | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zoom Equipment Rentals LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n influence.vision GmbH | \n\n Austria | \n\n 36.62% | \n\n 34.46% | \n
| \n Banijay Live | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Daze MGMT | \n\n France | \n\n 36.77% | \n\n 32.33% | \n
| \n Easy peasy Entertainment SAS | \n\n France | \n\n 0.00% | \n\n 41.52% | \n
| \n Financi\u00e8re EMG | \n\n France | \n\n 4.73% | \n\n 7.03% | \n
| \n Kons'Air | \n\n France | \n\n 19.61% | \n\n 18.45% | \n
| \n M.G. Productions | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Shine Fiction | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 38.54% | \n\n 36.26% | \n
| \n Ladykracher TV-Produktion GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Minestrone TV Produktion GbR | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Greenboo Production S.r.l. | \n\n Italy | \n\n 48.04% | \n\n 0.00% | \n
| \n Content Intelligence B.V. | \n\n Netherlands | \n\n 24.41% | \n\n 0.00% | \n
| \n Crossmex B.V. | \n\n Netherlands | \n\n 58.82% | \n\n 55.36% | \n
| \n Conker Pictures Limited | \n\n United Kingdom | \n\n 24.51% | \n\n 0.00% | \n
| \n Double Dutch Productions Ltd | \n\n United Kingdom | \n\n 48.92% | \n\n 46.04% | \n
| \n Esmeralda Productions Limited | \n\n United Kingdom | \n\n 29.38% | \n\n 0.00% | \n
| \n Immovable Studios Ltd. | \n\n United Kingdom | \n\n 19.61% | \n\n 0.00% | \n
| \n Rabbit Track Pictures Limited | \n\n United Kingdom | \n\n 20.97% | \n\n 0.00% | \n
| \n Ensemble Entertainment LLC | \n\n United States | \n\n 1.47% | \n\n 1.38% | \n
| \n Flow Ventures LLC | \n\n United States | \n\n 36.77% | \n\n 34.60% | \n
| \n Hyphenated Media LLC | \n\n United States | \n\n 4.90% | \n\n 0.00% | \n
The table below presents the percentage of ownership interest in Betclic Everest Group SAS subsidiaries held by the Group (including the FL Entertainment\u2019s indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n - | \n
| \n Betclic Overseas SAS | \n\n France | \n\n 85.14% | \n\n 85.14% | \n
| \n Betclic C\u00f4te d'Ivoire SAS | \n\n Ivory Coast | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 90.00% | \n\n 85.14% | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 94.60% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n 94.60% | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 50.99% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n - | \n
The consolidated Group is the continuity of the reporting entity reflected in the combined financial statements as of 31 December 2021. The constitution of the Group results from contribution of entities to FL Entertainment made in June 2022, without modification in fine of the direct or indirect holding of Financi\u00e8re Lov (refer to note\u00a03.2.1 on page 241. These operations are therefore a combination between entities under common control. As explained in the consolidated financial statements for fiscal year 2022, this type of combination is excluded from the scope of IFRS\u00a03\u00a0Business Combinations. In the absence of an IFRS standard specifically applicable to such a transaction, the Group has elected to recognise them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests as applied retrospectively.
The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n Parent company | \n
| \n Banijay Events | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n Merged into FL\u00a0Entertainment | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n Merged into Lov Banijay | \n
| \n Banijay Group Holding | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Fonds de dotation FLE | \n\n \u00a0 | \n\n 100.00% | \n\n - | \n
| \n Banijay Experience | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Sub-Group Betclic Everest Group | \n\n \u00a0 | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Sub-Group Banijay | \n\n \n | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Banijay Group | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.
FL Entertainment B.V. has been incorporated on 10\u00a0March 2022. Until of 30 June 2022, this Company was a private limited liability company under the Dutch law, with a tax residency in France.
On 1 July 2022, following the business combination agreement described below, FL\u00a0Entertainment B.V. changed its legal structure from B.V. (Private limited company) to N.V. (Public limited company). Its tax residency is still in France.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 31 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Endemol Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Holdings Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Southern Star Pty. Ltd. | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 4 PTY Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 7 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 8 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA PRODUCTIONS 9 PTY LTD | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Services Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n HQWS APAC\u00a0 PTY LTD | \n\n Australia | \n\n 24.73% | \n\n 0.00% | \n
| \n Rosebud Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Commercial Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Productions No 1\u00a0 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No 2 pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No. 3 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n SCREENTIME Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Belgium | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n EndemolShine Belgium N.V. | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n JONNYDEPONY BV | \n\n Belgium | \n\n 50.07% | \n\n 47.12% | \n
| \n A F\u00c1BRICA ENTRETENIMENTO E PARTICIPA\u00c7\u00d5ES S.A. | \n\n Brazil | \n\n 50.00% | \n\n 0.00% | \n
| \n Endemol Shine Brasil Produ\u00e7\u00f4es Ltda | \n\n Brazil | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Denmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY NORDIC HOLDING Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Danmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Metronome Productions A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM TV A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n PINEAPPLE ENTERTAINMENT ApS | \n\n Denmark | \n\n 50.00% | \n\n 47.05% | \n
| \n RESPIRATOR MEDIA & DEVELOPMENT A/S | \n\n Denmark | \n\n 49.12% | \n\n 46.22% | \n
| \n Yellow Bird Films ApS | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing (Fiji) Pte Limited | \n\n Fiji | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY FINLAND OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY Holding Suomi OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Finland Oy | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Finland OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n 4-3-3 Production | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Adventure Line Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Air Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n ALP Music | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Alphonse Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Atlantis Factory | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Banijay Central 3 | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Clipping | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Banijay Content | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n BANIJAY EDITING | \n\n France | \n\n 73.53% | \n\n 30.72% | \n
| \n Banijay France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Live Events | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod \u00e7a Tourne | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod Editing | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY PRODUCTION MEDIA | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Social Media SAS | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n Banijay Studios France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Studios France MA2 SAS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Talent | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n BASE RECORDS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Beau Soir Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Connecting Prod | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n D.M.L.S TV | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Films | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Productions | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n Endemol Fiction | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Production | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Festival'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Fiction'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O DIVERTISSEMENT | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O FICTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O JEUX | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O PRODUCTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n IMAGES ON AIR | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM Presse | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Lodition | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Monello Productions | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Montmartre Films | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Non Stop Edition | \n\n France | \n\n 44.83% | \n\n 42.19% | \n
| \n Non Stop Productions | \n\n France | \n\n 40.85% | \n\n 38.44% | \n
| \n Ollenom Studio | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Pistache TV | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Pitchipo\u00ef Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Puzzle Media | \n\n France | \n\n 50.00% | \n\n 47.05% | \n
| \n Screenline | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n SCREENLINE SPV1 | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n Soci\u00e9t\u00e9 Miss France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Kilim SNC | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Maboul | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Survivor Central Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Talent Lab | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Terence Films | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Tooco | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Upper Talent SAS | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Vision Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Yasuke | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Zodiak Kids Studio France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Media Germany GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n BRAINPOOL Live Entertainment GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Banijay Productions Germany GmbH | \n\n Germany | \n\n 74.71% | \n\n 70.31% | \n
| \n BRAINPOOL Beteilligungsgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Cape Cross Studio und Filmlichtgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n en2rage Management & Consulting GmbH | \n\n Germany | \n\n 20.46% | \n\n 19.25% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Major.Minor Musikverlag GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Mile 108 Gripstore GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MTS Management T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 70.78% | \n\n 66.61% | \n
| \n M\u00fcnsteraner Tourneeservice MTS Live GmbH | \n\n Germany | \n\n 62.91% | \n\n 59.21% | \n
| \n NOISY PICTURES GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n OGP Live GmbH i.G. | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n OGP only good people GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n POTATOHEAD PICTURES GmbH | \n\n Germany | \n\n 55.05% | \n\n 0.00% | \n
| \n Raab TV-Produktion GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Rainer Laux Productions GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n WeMynd GmbH | \n\n Germany | \n\n 14.16% | \n\n 13.32% | \n
| \n Endemol India Private Limited | \n\n India | \n\n 98.04% | \n\n 92.26% | \n
| \n Ink Pen Media Private Limited | \n\n India | \n\n 98.03% | \n\n 92.25% | \n
| \n Logline Production Private Ltd | \n\n India | \n\n 97.06% | \n\n 91.34% | \n
| \n SEVENTAURAUS ENTERTAINMENT STUDIO PRIVATE LIMITED | \n\n India | \n\n 49.12% | \n\n 46.22% | \n
| \n Beyond Entertainment Holdings Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights (Ireland) Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights Distribution Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n HL Beyond Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Melodia Limited | \n\n Ireland | \n\n 32.68% | \n\n 0.00% | \n
| \n Endemol Israel Ltd | \n\n Israel | \n\n 95.53% | \n\n 89.89% | \n
| \n Movie Plus Productions (2005) Ltd. | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n Paolina Jerusalem Productions Ltd | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n 4 FRIENDS SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Ascent Film S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ATLANTIS FILM & VIDEO SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n AURORA TV SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Balich Wonder Studio SpA | \n\n Italy | \n\n 86.54% | \n\n 0.00% | \n
| \n Banijay Italia Holding S.R.L. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ITALIA SpA | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Music Italy SrL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY STUDIOS ITALY SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Bigb Holding SrL | \n\n Italy | \n\n 50.00% | \n\n 0.00% | \n
| \n DOGHEAD ANIMATION APULIA S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n DOGHEAD ANIMATION S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n Endemol Shine Italy S.p.A. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n For Fun Distribution S.r.l | \n\n Italy | \n\n 34.65% | \n\n 32.61% | \n
| \n Groenlandia S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ITV\u00a0 MOVIE SRL | \n\n Italy | \n\n 89.46% | \n\n 84.19% | \n
| \n L'Officina SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MadDoll Srl | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MOBO S.r.l | \n\n Italy | \n\n 19.25% | \n\n 18.12% | \n
| \n MOVIMENTI PRODUCTION SRL | \n\n Italy | \n\n 38.50% | \n\n 36.23% | \n
| \n NON PANIC SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n RAIN FROG S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n ROCKET MUSIC PUBLISHING S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n Banijay Mexico and US Hispanic, S.A.P.I. de C.V. | \n\n Mexico | \n\n 49.98% | \n\n 47.03% | \n
| \n Boomdog Studios, S.A. de C.V. | \n\n Mexico | \n\n 49.80% | \n\n 46.87% | \n
| \n Endemol Shine Boomdog Holding, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine Boomdog, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n 625 TV Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 8th Continent Film Production | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n After The Break Productions B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Blockbuster Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Call 909 Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Central Media Station Holding BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Costa Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n De Mol Catalyst B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Licentie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nederland Film B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Participatie TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Personeel B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine IP B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Scripted B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sport B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sports Investments B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n ES NL Scripted Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Escape TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Geheugenspel Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Gouden Uur TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Haagse Bluf TV Produkties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Human Playground TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Neem Me Mee Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film en TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Palm Plus Music Publishing BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Posh Productions B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scenery B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scriptstudio B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Simpel Formats BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SimpelZodiak BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Participaties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Southfields B.V. | \n\n Netherlands | \n\n 81.67% | \n\n 76.85% | \n
| \n Topkapi Films B.V. | \n\n Netherlands | \n\n 50.01% | \n\n 47.06% | \n
| \n TVBV BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Twentytwo Producties B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 0.00% | \n
| \n Van der Valk TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Vuurwerk TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 153 Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Dead Head Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA US Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n First Responders Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Quimbo's Quest Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Remarkable Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime New Zealand Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Straight Forward Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE GULF PRODUCTIONS LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE SUMMIT PRODUCTIONS NZ 2022 LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Norway AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Beforeigners Production AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Entertainment AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n NB Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Nordisk Banijay AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon TV AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Screen Media AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Norge AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Polska Sp. z.o.o. | \n\n Poland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Portugal, Unipessoal Lda. | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Portocabo Atlantico Unipessoal Lda. | \n\n Portugal | \n\n 74.02% | \n\n 69.66% | \n
| \n Shine Iberia Portugal, Unipessoal, Lda | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Vostok LLC | \n\n Russian Federation | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing Ltd | \n\n Samoa | \n\n 98.04% | \n\n 92.26% | \n
| \n BWS KSA | \n\n Saudi Arabia | \n\n 46.67% | \n\n 0.00% | \n
| \n HQWS KSA | \n\n Saudi Arabia | \n\n 23.80% | \n\n 0.00% | \n
| \n MC World App | \n\n Spain | \n\n 29.41% | \n\n 0.00% | \n
| \n 1992 La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n 30 Monedas La Serie SL | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Anciana Milenaria SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Banijay Iberia SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Crespeth Films AIE | \n\n Spain | \n\n 49.51% | \n\n 46.59% | \n
| \n CUARZO Producciones SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Culpa Mia SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n DE LORENZO PRODUCCIONES E INVERSIONES SL | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n DIAGONAL TELEVISIO SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Endemol, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Proyectos SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Global Palenove SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n La Otra casa La Pel\u00edcula AIE | \n\n Spain | \n\n 50.00% | \n\n 47.05% | \n
| \n LaLiga Studios S.L. | \n\n Spain | \n\n 50.00% | \n\n 0.00% | \n
| \n Largas Sombras S.L.U. | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n Magnolia TV Espana | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Monos con Pistolas La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Non Stop People Espana SL | \n\n Spain | \n\n 93.13% | \n\n 87.64% | \n
| \n Perfectos Desconocidos AIE | \n\n Spain | \n\n 25.01% | \n\n 23.54% | \n
| \n Pokeepsie Films, S.L. | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Portocabo Canarias SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo Mediterraneo SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo TV SL | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Producciones Sol Naciente, AIE | \n\n Spain | \n\n 48.97% | \n\n 46.08% | \n
| \n Project Academy Series SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n R. Zinman Productions, A.I.E. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Sabinas Diagonal S.L. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Iberia S.L.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fear Collection III AIE | \n\n Spain | \n\n 49.53% | \n\n 46.61% | \n
| \n Zeppelin Television, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Filmlance International AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Friday TV AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Enterprises AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Management AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Sverige AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n MAGFIVE Content AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Creative | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Media Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Meter Television AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM & TV PRODUKTION AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Scripted Post | \n\n Sweden | \n\n 98.04% | \n\n 0.00% | \n
| \n Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Solsidan Produktion HB | \n\n Sweden | \n\n 49.02% | \n\n 46.13% | \n
| \n STO-CPH Produktion AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n We Are Post AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n B&B Endemol Shine AG | \n\n Switzerland | \n\n 39.71% | \n\n 37.37% | \n
| \n HQ Worldwide Shows LLC | \n\n United Arab Emirates | \n\n 23.79% | \n\n 0.00% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Among Giants Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio Management Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio TV Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bad Ed The Movie Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay (Central) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Group Services Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Kids & Family (Holding) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n BANIJAY MEDIA LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Rights Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Beyond Rights | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight (On The Edge Season 4) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Castaway Television Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Channel 12 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dangerous Films Limited | \n\n United Kingdom | \n\n 63.77% | \n\n 60.01% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DINOPAWS UK Limited | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Drama Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 2 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 3 LTD | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 4 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BITW) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Group Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ESUK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 44.12% | \n\n 41.52% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (AM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Domina) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Fortitude 3) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Guerrilla) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (KAW2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n FKAI productions Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n GRAYPOOLE Films Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n HANK ZIPZER Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Hawkshead Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial (Seaforth) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Frankies House) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Horse Opera) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n IWC Media Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Izenda Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kale TV Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n Kindle (Little Darlings) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (Big and Small) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (HANK ZIPZER) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KINDLE ENTERTAINMENT LIMITED | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KISS ME FIRST Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Kudos (BG) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Broadchurch) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Burn Up) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Child) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Code 404) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deadwater) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deep Water) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Eternal) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 8) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 9) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Five) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Four) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Seven) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Six) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Gunpowder) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Hour) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans Three) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (L&O) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Law) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Manhattan) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Morton) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Occupation) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Orange Shirt) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (River) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS 2) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Spooks) CP Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Squirrel) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n KUDOS (THIS TOWN) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tin Star) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Troy) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tsunami) | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tunnel) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Two Weeks) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (WM) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (You) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Film & Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Hustle Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Rights Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lomond Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lovely Day Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Mam Tor Productions (Chloe) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Scotland) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Wild Lion) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions Limited | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Neon Ink Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Newincco 1151 Ltd | \n\n United Kingdom | \n\n 49.03% | \n\n 46.14% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n OP MEDIA Ltd | \n\n United Kingdom | \n\n 78.43% | \n\n 73.81% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n RDF Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Secret Life\u00a0 of Boys 5\u00a0 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine TV Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (SPV) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (YCOM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Simon's Cat Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Sound Pocket Music Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Spooks Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n THE A LIST (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n THE A LIST 2 (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n The Boys Are Back In Town Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Comedy Unit Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 2 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 3 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Forge Entertainment (AB4) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (AB5) Ltd. | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Ackley Bridge) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (BE2) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Debutante) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (DM) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Elizabeth) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (GenZ) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Highlands & Islands) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Home) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Kiri) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Marriage) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (National Treasure) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Productions) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Roadkill) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (ROTG) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Sandrine) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Shardlake) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Light) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Miniaturist) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment Limited | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Foundation T.V. Productions (Scotland) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n The Natural Studios Limited | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n TIGER ASPECT (3LB) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (BH&MP) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Fortitude 2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Good Karma) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (KAW) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Viewpoint) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Animation Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Assets Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Curfew) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street 4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Films Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Kids & Family Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Pictures (Dog Eat Dog) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Royston Vasey) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Tosspot) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n TIGER ASPECT PRODUCTIONS (HEATWAVE) LIMITED\u200b | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Victoria Real Ltd. | \n\n United Kingdom | \n\n 96.52% | \n\n 90.83% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig 2) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild West (Initial) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Wonder Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee (Crouch) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee Documentary Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n YELLOW BIRD PRODUCTIONS UK LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Distributions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Young Bwark Limited | \n\n United Kingdom | \n\n 49.02% | \n\n 46.13% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Kids & Family Distribution Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids & Family Productions UK Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids UK Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Music Publishing Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n 1953 LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 1982 Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 247 W, 37th ST Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 51 Minds Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n 51 Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n All Knight Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Anonymous Music Library, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Ant Eggs Rentals LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Argyle Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Atrium Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment Holding, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US II INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US, INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY GROUP US HOLDING INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Mexico and US Hispanic, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Berkeley Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Apple LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Peach Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Big Ant Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n BL4 Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BMP Films Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Bona Fide Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Brigadier Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BSNA Entertainment LLC | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n BUNIM MURRAY PRODUCTIONS INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BUNIM MURRAY PRODUCTIONS LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Burbank North Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Candlestick Entertainment, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n CCCM Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Clock Tower Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Coconunu Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Complete Solution Pictures and Sound | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Creole Manny LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Cristal Ball Enterprises LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Crosswalk Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Deep Dish Productions of Chicago LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Distance Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Dos Producciones LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Beyond USA, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Latino N.A., Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Boomdog, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine SPV, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine US Office LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Studios | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Holding, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Front Yard Productions Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Go Ahead Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Gramercy\u00a0Global\u00a0Entertainment | \n\n United States | \n\n 58.33% | \n\n 54.89% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Hashtag Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hippocritical Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hizzoner LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Brewed Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Run Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Impresario Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n In the Keys Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Keeping Track Music Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lars & Son Moisture Farm LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock and Key Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock Cut 9 LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Look Both Ways Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Cable Television Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Theory Entertainment, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Media Production Services, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Middleman LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mindring Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mobility Productions, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Monte Pictures LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mountain View Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Navy Street Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n No Doubt Post Production, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Note Republic LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n NoVat Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Only on Oxnard LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Organized Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Ink LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Media, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Our House Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Oxnard Cats Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Palisade Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle VFX LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Pico Script Lab, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n PMPGL LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Production Support Services, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Proton Production LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Road Rules Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Rough Cut Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n RW Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Screenbox LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Shadows of Doubt LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n SHEA OFFICE SPACE AND FURNISHINGS | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Shine Television LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine US Holdings Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Snack Tray Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Spring Break Films LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n STEPHEN DAVID ENTERTAINMENT LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Stephen David Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Suns Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Sunset Ventures Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Superior Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Swampy Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tabula Rasa Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tasty Treat LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n The American Cue Society LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Trade Winds Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Trapeze Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n True Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n True TTH, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Truly Original, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Turnt up Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UBBP Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n United Front Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UP-N-ATOM LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Very Water Logged LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n W, 37th St Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Warren & Whitmore Publishing, LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Westcar LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Wheelhouse Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n World Wars WV LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n YOLO Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zamora Films LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Znak TV Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Americas | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak USA | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zoom Equipment Rentals LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n influence.vision GmbH | \n\n Austria | \n\n 36.62% | \n\n 34.46% | \n
| \n Banijay Live | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Daze MGMT | \n\n France | \n\n 36.77% | \n\n 32.33% | \n
| \n Easy peasy Entertainment SAS | \n\n France | \n\n 0.00% | \n\n 41.52% | \n
| \n Financi\u00e8re EMG | \n\n France | \n\n 4.73% | \n\n 7.03% | \n
| \n Kons'Air | \n\n France | \n\n 19.61% | \n\n 18.45% | \n
| \n M.G. Productions | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Shine Fiction | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 38.54% | \n\n 36.26% | \n
| \n Ladykracher TV-Produktion GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Minestrone TV Produktion GbR | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Greenboo Production S.r.l. | \n\n Italy | \n\n 48.04% | \n\n 0.00% | \n
| \n Content Intelligence B.V. | \n\n Netherlands | \n\n 24.41% | \n\n 0.00% | \n
| \n Crossmex B.V. | \n\n Netherlands | \n\n 58.82% | \n\n 55.36% | \n
| \n Conker Pictures Limited | \n\n United Kingdom | \n\n 24.51% | \n\n 0.00% | \n
| \n Double Dutch Productions Ltd | \n\n United Kingdom | \n\n 48.92% | \n\n 46.04% | \n
| \n Esmeralda Productions Limited | \n\n United Kingdom | \n\n 29.38% | \n\n 0.00% | \n
| \n Immovable Studios Ltd. | \n\n United Kingdom | \n\n 19.61% | \n\n 0.00% | \n
| \n Rabbit Track Pictures Limited | \n\n United Kingdom | \n\n 20.97% | \n\n 0.00% | \n
| \n Ensemble Entertainment LLC | \n\n United States | \n\n 1.47% | \n\n 1.38% | \n
| \n Flow Ventures LLC | \n\n United States | \n\n 36.77% | \n\n 34.60% | \n
| \n Hyphenated Media LLC | \n\n United States | \n\n 4.90% | \n\n 0.00% | \n
The table below presents the percentage of ownership interest in Betclic Everest Group SAS subsidiaries held by the Group (including the FL Entertainment\u2019s indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n - | \n
| \n Betclic Overseas SAS | \n\n France | \n\n 85.14% | \n\n 85.14% | \n
| \n Betclic C\u00f4te d'Ivoire SAS | \n\n Ivory Coast | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 90.00% | \n\n 85.14% | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 94.60% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n 94.60% | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 50.99% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n - | \n
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
The consolidated Group is the continuity of the reporting entity reflected in the combined financial statements as of 31 December 2021. The constitution of the Group results from contribution of entities to FL Entertainment made in June 2022, without modification in fine of the direct or indirect holding of Financi\u00e8re Lov (refer to note\u00a03.2.1 on page 241. These operations are therefore a combination between entities under common control. As explained in the consolidated financial statements for fiscal year 2022, this type of combination is excluded from the scope of IFRS\u00a03\u00a0Business Combinations. In the absence of an IFRS standard specifically applicable to such a transaction, the Group has elected to recognise them using the pooling of interests\u2019 method based on the existing book value (predecessor value accounting) in the Financi\u00e8re Lov historical consolidated financial statements. The pooling of interests as applied retrospectively.
The legal entities and sub-groups forming part of the Group are as follows:
| \n Name of the legal entity\u00a0or sub-group | \n\n Country of incorporation | \n\n % of ownership interest | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n FL Entertainment | \n\n The Netherlands | \n\n Parent company | \n\n Parent company | \n
| \n Banijay Events | \n\n France | \n\n 100.00% | \n\n 100.00% | \n
| \n Lov Banijay | \n\n France | \n\n Merged into FL Entertainment | \n\n Merged into FL\u00a0Entertainment | \n
| \n LDH | \n\n France | \n\n Merged into Lov Banijay | \n\n Merged into Lov Banijay | \n
| \n Banijay Group Holding | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Fonds de dotation FLE | \n\n \u00a0 | \n\n 100.00% | \n\n - | \n
| \n Banijay Experience | \n\n \u00a0 | \n\n 100.00% | \n\n 100.00% | \n
| \n Sub-Group Betclic Everest Group | \n\n \u00a0 | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Betclic Everest Group | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Sub-Group Banijay | \n\n \n | \n\n \u00a0 | \n\n \n | \n
| \n \u2022Banijay Group | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
On June 2023, FL\u00a0Entertainment and TowerBrook announced an investment in the leading global marketing and communications group The Independents (\u201cTIL\u201d). The acquisition was closed on 28\u00a0June 2023 for a total amount of \u20ac86.4\u00a0million.
The Independents is a global marketing and communications group for luxury and lifestyle brands. It is a cross-sector leader, encompassing communications and digital marketing, experiences, content creation and influencer strategy through its synergistic portfolio of eleven world renowned agencies: Bureau Betak & Bureau Future, K2, Karla Otto, Lefty, Prodject, The Qode, Ctzar, Athel, Inca and Atelier Lum spread throughout Asia, the USA, Europe & the Middle East.
The investment of the Group in TIL was done through:
\u2022the funding of the entity \u201cGardenia\u201d (one of the shareholders of K10, the holding company of the TIL Group) for \u20ac77.0\u00a0million by Banijay Events (a newly created wholly owned subsidiary of FL Entertainment) providing financial rights and certain governance rights to Banijay Events;
\u2022the direct shareholding in the TIL Group via K10 with the acquisition of Preferred C bis Shares by Banijay Events for \u20ac9.4\u00a0million, providing financial rights and certain governance rights to Banijay Events;
\u2022the commitment of Banijay Events to fund \u20ac50.0\u00a0million for K10 within the next three years in exchange of K10 Preferred D bis Shares; and
\u2022put and call mechanisms leading to the possibility for Banijay Events (i) to acquire additional shares in K10 and (ii) to acquire the control of TIL in 2026 (\u201cCall 2026\u201d). In the event Banijay Events does not exercise its Call 2026, the founders of The Independents might exercise a call option which entitles them to require Banijay Events to sell them all the securities held by Banijay Events or FL\u00a0Entertainment in K10.
On 4 July 2023, some Banijay Group\u2019s key managers have contributed most of their Banijay Group\u2019s shares owned directly to FL\u00a0Entertainment in exchange for FL\u00a0Entertainment\u2019s ordinary shares (\u201cFL Entertainment Shares\u201d) or have reinvested the amount of their Phantom shares plan into FL Entertainment Shares. Following this transaction, the put options granted to the shareholders, pursuant to a shareholders\u2019 agreement at the level of Banijay Group, and recognised in the consolidated financial statements, are not valid anymore.
The transaction led to (i) the settlement of liabilities on non-controlling interests for \u20ac133\u00a0million in exchange of 10,441,974 FL\u00a0Entertainment Shares and the payment in cash of \u20ac28.1\u00a0million and (ii) the settlement of Employee-related long-term incentives (Phantom shares plan) for \u20ac33.0\u00a0million including withholding tax and social charges. The amount of the Phantom Plan was reinvested into 1,171,685\u00a0FL\u00a0Entertainment Shares.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Value as of 1\u00a0January | \n\n 14.0 | \n\n 11.1 | \n
| \n Results of the period | \n\n (4.3) | \n\n (2.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase(1) | \n\n 19.9 | \n\n - | \n
| \n Change in consolidation scope | \n\n - | \n\n 1.0 | \n
| \n Foreign currency translation reserve | \n\n (0.1) | \n\n (0.2) | \n
| \n Change in consolidation method | \n\n (0.2) | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 1.2 | \n\n 3.5 | \n
| \n Others(2) | \n\n 1.4 | \n\n 1.1 | \n
| \n Value as of 31\u00a0December | \n\n 31.7 | \n\n 14.0 | \n
| \n (1)Capital increase is related to investment by content production & distribution business in the USA, the UK and Italy. (2)In 2023, caption \u201cothers\u201d is fully related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG. | \n
In 2023, in the context of the Contribution of all BG shares held by Banijay Group\u2019s key managers in exchange for Ordinary Shares (as explained in note 3.1.1 on page 240), the consolidated equity is impacted as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
In 2022, in the context of the Group\u2019s reorganization (as explained in note 3.2.1 (i) on page 241), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2023 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends and share premium distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n BEG Group | \n\n (2.1) | \n\n 5.8 | \n\n (0.2) | \n\n \u00a0 | \n\n \u00a0 | \n\n (8.6) | \n\n 0.7 | \n\n (4.3) | \n
| \n Banijay Group | \n\n 8.4 | \n\n 7.1 | \n\n (0.5) | \n\n (0.8) | \n\n 13.1 | \n\n (13.0) | \n\n 10.2 | \n\n 24.5 | \n
| \n Total | \n\n 6.3 | \n\n 12.8 | \n\n (0.7) | \n\n (0.8) | \n\n 13.1 | \n\n (21.6) | \n\n 10.9 | \n\n 20.2 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n \u00a0 | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n - | \n\n (0.2) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n 3.0 | \n\n (2.9) | \n\n 0.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n 3.0 | \n\n (3.1) | \n\n 0.7 | \n\n 6.3 | \n
In 2023 and 2022, the item \u201cChanges in ownership interest in subsidiaries that did not result in a loss of control\u201d reflected the capital restructuration detailed in the note 18.2 on page 272.
In 2023, NCI were recognised in relationship with Balich Wonder Studios initial accounting (remaining NCI amount to 11,73%) and are presented in the column \u201cOthers\u201d.
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Financial interests in non-consolidated companies | \n\n 10.1 | \n\n 40.6 | \n
| \n Other financial assets \u2013 Investment in debt instruments | \n\n 111.0 | \n\n \n | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 24.5 | \n\n 16.2 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.1 | \n\n 36.6 | \n
| \n Non-current derivative financial assets | \n\n 46.8 | \n\n 68.3 | \n
| \n Non-current financial assets | \n\n 228.5 | \n\n 161.7 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 21.3 | \n\n 15.3 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.3 | \n\n 0.5 | \n
| \n Current accounts | \n\n 4.2 | \n\n 2.7 | \n
| \n Current derivative financials assets | \n\n 4.4 | \n\n 6.2 | \n
| \n Current financial assets | \n\n 30.2 | \n\n 24.7 | \n
| \n Total financial assets | \n\n 258.7 | \n\n 186.4 | \n
The decrease in financial interests in non-consolidated companies is related to the consolidation in 2024 of Beyond International in Australia which is fully integrated in 2023 (refer to note 12 on page\u00a0258). At the end of December 2022, Banijay acquired 100% of Beyond International and as a late acquisition, Beyond shares have been classified in \u201cnon-consolidated shares\u201d in the balance sheet.
Other financial assets \u2013 Investment in debt instruments caption is mainly due to the investment in The Independents Group (TIL) comprising:
\u2022the funding of the entity \u201cGardenia\u201d (one of the shareholders of K10, the holding company of the TIL group) providing financial rights and certain governance rights to Banijay Events (6.10% ownership interest at closing date);
\u2022the direct shareholding in the TIL group via K10 with the acquisition of preferred shares, providing financial rights and certain governance rights to Banijay Events (4.32% ownership interest at closing date) (refer to note 3.1.1 on page 240);
\u2022the valuation of C Bis Shares.
The analysis of the securities demonstrates that they have characteristics of a financial instrument and therefore shall be accounted for in accordance with IFRS\u00a09, using the fair value measurement through P&L. As of 31\u00a0December 2023, they amounted at \u20ac111.0 million including the positive impact of the remeasurement the initial investment of \u20ac25.5\u00a0million.
The analysis of the shareholders agreements as well as the rights and obligations provided by the C bis shares also demonstrates that FL Entertainment provide a significant influence over K10. In 2022, the total assets of TIL Group amounted to \u20ac233 million and the revenue amounted to \u20ac299 million.
In addition, TIL shareholders agreement comprised put and call mechanisms leading to the possibility for Banijay Events (i) to acquire additional shares in K10 and (ii) to acquire the control of TIL in 2026. In the event Banijay Events does not exercise its Call 2026, the founders of The Independents might exercise a call option which entitles them to require Banijay Events to sell them all the securities held by Banijay Events or FL\u00a0Entertainment in K10.
As of 31 December 2023, the Call 2026 amounted to \u20ac6.7\u00a0million (including in Non-current derivative financial assets), the other call and put options have no value as of 31 December 2023 as the put and call mechanisms prices are at the fair value of the shares at the closing date. In addition to the Call 2026 mentioned above, derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value.
Derivatives comprise foreign exchange and interest rate hedging as well as the call 2026 mentioned above, which are measured at fair value.
| \n Note 31 | \n\n List of sub-group Banijay\u2019s and sub-group BEG\u2019s subsidiaries | \n
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Endemol Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Holdings Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Southern Star Pty. Ltd. | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 4 PTY Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 7 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 8 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA PRODUCTIONS 9 PTY LTD | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Services Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n HQWS APAC\u00a0 PTY LTD | \n\n Australia | \n\n 24.73% | \n\n 0.00% | \n
| \n Rosebud Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Commercial Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Productions No 1\u00a0 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No 2 pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No. 3 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n SCREENTIME Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Belgium | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n EndemolShine Belgium N.V. | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n JONNYDEPONY BV | \n\n Belgium | \n\n 50.07% | \n\n 47.12% | \n
| \n A F\u00c1BRICA ENTRETENIMENTO E PARTICIPA\u00c7\u00d5ES S.A. | \n\n Brazil | \n\n 50.00% | \n\n 0.00% | \n
| \n Endemol Shine Brasil Produ\u00e7\u00f4es Ltda | \n\n Brazil | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Denmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY NORDIC HOLDING Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Danmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Metronome Productions A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM TV A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n PINEAPPLE ENTERTAINMENT ApS | \n\n Denmark | \n\n 50.00% | \n\n 47.05% | \n
| \n RESPIRATOR MEDIA & DEVELOPMENT A/S | \n\n Denmark | \n\n 49.12% | \n\n 46.22% | \n
| \n Yellow Bird Films ApS | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing (Fiji) Pte Limited | \n\n Fiji | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY FINLAND OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY Holding Suomi OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Finland Oy | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Finland OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n 4-3-3 Production | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Adventure Line Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Air Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n ALP Music | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Alphonse Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Atlantis Factory | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Banijay Central 3 | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Clipping | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Banijay Content | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n BANIJAY EDITING | \n\n France | \n\n 73.53% | \n\n 30.72% | \n
| \n Banijay France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Live Events | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod \u00e7a Tourne | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod Editing | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY PRODUCTION MEDIA | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Social Media SAS | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n Banijay Studios France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Studios France MA2 SAS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Talent | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n BASE RECORDS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Beau Soir Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Connecting Prod | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n D.M.L.S TV | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Films | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Productions | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n Endemol Fiction | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Production | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Festival'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Fiction'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O DIVERTISSEMENT | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O FICTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O JEUX | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O PRODUCTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n IMAGES ON AIR | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM Presse | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Lodition | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Monello Productions | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Montmartre Films | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Non Stop Edition | \n\n France | \n\n 44.83% | \n\n 42.19% | \n
| \n Non Stop Productions | \n\n France | \n\n 40.85% | \n\n 38.44% | \n
| \n Ollenom Studio | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Pistache TV | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Pitchipo\u00ef Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Puzzle Media | \n\n France | \n\n 50.00% | \n\n 47.05% | \n
| \n Screenline | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n SCREENLINE SPV1 | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n Soci\u00e9t\u00e9 Miss France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Kilim SNC | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Maboul | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Survivor Central Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Talent Lab | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Terence Films | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Tooco | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Upper Talent SAS | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Vision Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Yasuke | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Zodiak Kids Studio France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Media Germany GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n BRAINPOOL Live Entertainment GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Banijay Productions Germany GmbH | \n\n Germany | \n\n 74.71% | \n\n 70.31% | \n
| \n BRAINPOOL Beteilligungsgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Cape Cross Studio und Filmlichtgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n en2rage Management & Consulting GmbH | \n\n Germany | \n\n 20.46% | \n\n 19.25% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Major.Minor Musikverlag GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Mile 108 Gripstore GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MTS Management T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 70.78% | \n\n 66.61% | \n
| \n M\u00fcnsteraner Tourneeservice MTS Live GmbH | \n\n Germany | \n\n 62.91% | \n\n 59.21% | \n
| \n NOISY PICTURES GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n OGP Live GmbH i.G. | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n OGP only good people GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n POTATOHEAD PICTURES GmbH | \n\n Germany | \n\n 55.05% | \n\n 0.00% | \n
| \n Raab TV-Produktion GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Rainer Laux Productions GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n WeMynd GmbH | \n\n Germany | \n\n 14.16% | \n\n 13.32% | \n
| \n Endemol India Private Limited | \n\n India | \n\n 98.04% | \n\n 92.26% | \n
| \n Ink Pen Media Private Limited | \n\n India | \n\n 98.03% | \n\n 92.25% | \n
| \n Logline Production Private Ltd | \n\n India | \n\n 97.06% | \n\n 91.34% | \n
| \n SEVENTAURAUS ENTERTAINMENT STUDIO PRIVATE LIMITED | \n\n India | \n\n 49.12% | \n\n 46.22% | \n
| \n Beyond Entertainment Holdings Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights (Ireland) Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights Distribution Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n HL Beyond Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Melodia Limited | \n\n Ireland | \n\n 32.68% | \n\n 0.00% | \n
| \n Endemol Israel Ltd | \n\n Israel | \n\n 95.53% | \n\n 89.89% | \n
| \n Movie Plus Productions (2005) Ltd. | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n Paolina Jerusalem Productions Ltd | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n 4 FRIENDS SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Ascent Film S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ATLANTIS FILM & VIDEO SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n AURORA TV SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Balich Wonder Studio SpA | \n\n Italy | \n\n 86.54% | \n\n 0.00% | \n
| \n Banijay Italia Holding S.R.L. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ITALIA SpA | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Music Italy SrL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY STUDIOS ITALY SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Bigb Holding SrL | \n\n Italy | \n\n 50.00% | \n\n 0.00% | \n
| \n DOGHEAD ANIMATION APULIA S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n DOGHEAD ANIMATION S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n Endemol Shine Italy S.p.A. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n For Fun Distribution S.r.l | \n\n Italy | \n\n 34.65% | \n\n 32.61% | \n
| \n Groenlandia S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ITV\u00a0 MOVIE SRL | \n\n Italy | \n\n 89.46% | \n\n 84.19% | \n
| \n L'Officina SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MadDoll Srl | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MOBO S.r.l | \n\n Italy | \n\n 19.25% | \n\n 18.12% | \n
| \n MOVIMENTI PRODUCTION SRL | \n\n Italy | \n\n 38.50% | \n\n 36.23% | \n
| \n NON PANIC SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n RAIN FROG S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n ROCKET MUSIC PUBLISHING S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n Banijay Mexico and US Hispanic, S.A.P.I. de C.V. | \n\n Mexico | \n\n 49.98% | \n\n 47.03% | \n
| \n Boomdog Studios, S.A. de C.V. | \n\n Mexico | \n\n 49.80% | \n\n 46.87% | \n
| \n Endemol Shine Boomdog Holding, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine Boomdog, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n 625 TV Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 8th Continent Film Production | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n After The Break Productions B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Blockbuster Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Call 909 Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Central Media Station Holding BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Costa Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n De Mol Catalyst B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Licentie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nederland Film B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Participatie TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Personeel B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine IP B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Scripted B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sport B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sports Investments B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n ES NL Scripted Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Escape TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Geheugenspel Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Gouden Uur TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Haagse Bluf TV Produkties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Human Playground TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Neem Me Mee Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film en TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Palm Plus Music Publishing BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Posh Productions B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scenery B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scriptstudio B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Simpel Formats BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SimpelZodiak BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Participaties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Southfields B.V. | \n\n Netherlands | \n\n 81.67% | \n\n 76.85% | \n
| \n Topkapi Films B.V. | \n\n Netherlands | \n\n 50.01% | \n\n 47.06% | \n
| \n TVBV BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Twentytwo Producties B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 0.00% | \n
| \n Van der Valk TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Vuurwerk TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 153 Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Dead Head Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA US Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n First Responders Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Quimbo's Quest Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Remarkable Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime New Zealand Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Straight Forward Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE GULF PRODUCTIONS LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE SUMMIT PRODUCTIONS NZ 2022 LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Norway AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Beforeigners Production AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Entertainment AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n NB Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Nordisk Banijay AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon TV AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Screen Media AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Norge AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Polska Sp. z.o.o. | \n\n Poland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Portugal, Unipessoal Lda. | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Portocabo Atlantico Unipessoal Lda. | \n\n Portugal | \n\n 74.02% | \n\n 69.66% | \n
| \n Shine Iberia Portugal, Unipessoal, Lda | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Vostok LLC | \n\n Russian Federation | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing Ltd | \n\n Samoa | \n\n 98.04% | \n\n 92.26% | \n
| \n BWS KSA | \n\n Saudi Arabia | \n\n 46.67% | \n\n 0.00% | \n
| \n HQWS KSA | \n\n Saudi Arabia | \n\n 23.80% | \n\n 0.00% | \n
| \n MC World App | \n\n Spain | \n\n 29.41% | \n\n 0.00% | \n
| \n 1992 La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n 30 Monedas La Serie SL | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Anciana Milenaria SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Banijay Iberia SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Crespeth Films AIE | \n\n Spain | \n\n 49.51% | \n\n 46.59% | \n
| \n CUARZO Producciones SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Culpa Mia SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n DE LORENZO PRODUCCIONES E INVERSIONES SL | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n DIAGONAL TELEVISIO SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Endemol, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Proyectos SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Global Palenove SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n La Otra casa La Pel\u00edcula AIE | \n\n Spain | \n\n 50.00% | \n\n 47.05% | \n
| \n LaLiga Studios S.L. | \n\n Spain | \n\n 50.00% | \n\n 0.00% | \n
| \n Largas Sombras S.L.U. | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n Magnolia TV Espana | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Monos con Pistolas La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Non Stop People Espana SL | \n\n Spain | \n\n 93.13% | \n\n 87.64% | \n
| \n Perfectos Desconocidos AIE | \n\n Spain | \n\n 25.01% | \n\n 23.54% | \n
| \n Pokeepsie Films, S.L. | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Portocabo Canarias SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo Mediterraneo SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo TV SL | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Producciones Sol Naciente, AIE | \n\n Spain | \n\n 48.97% | \n\n 46.08% | \n
| \n Project Academy Series SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n R. Zinman Productions, A.I.E. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Sabinas Diagonal S.L. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Iberia S.L.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fear Collection III AIE | \n\n Spain | \n\n 49.53% | \n\n 46.61% | \n
| \n Zeppelin Television, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Filmlance International AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Friday TV AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Enterprises AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Management AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Sverige AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n MAGFIVE Content AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Creative | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Media Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Meter Television AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM & TV PRODUKTION AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Scripted Post | \n\n Sweden | \n\n 98.04% | \n\n 0.00% | \n
| \n Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Solsidan Produktion HB | \n\n Sweden | \n\n 49.02% | \n\n 46.13% | \n
| \n STO-CPH Produktion AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n We Are Post AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n B&B Endemol Shine AG | \n\n Switzerland | \n\n 39.71% | \n\n 37.37% | \n
| \n HQ Worldwide Shows LLC | \n\n United Arab Emirates | \n\n 23.79% | \n\n 0.00% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Among Giants Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio Management Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio TV Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bad Ed The Movie Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay (Central) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Group Services Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Kids & Family (Holding) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n BANIJAY MEDIA LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Rights Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Beyond Rights | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight (On The Edge Season 4) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Castaway Television Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Channel 12 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dangerous Films Limited | \n\n United Kingdom | \n\n 63.77% | \n\n 60.01% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DINOPAWS UK Limited | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Drama Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 2 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 3 LTD | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 4 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BITW) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Group Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ESUK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 44.12% | \n\n 41.52% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (AM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Domina) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Fortitude 3) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Guerrilla) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (KAW2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n FKAI productions Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n GRAYPOOLE Films Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n HANK ZIPZER Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Hawkshead Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial (Seaforth) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Frankies House) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Horse Opera) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n IWC Media Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Izenda Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kale TV Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n Kindle (Little Darlings) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (Big and Small) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (HANK ZIPZER) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KINDLE ENTERTAINMENT LIMITED | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KISS ME FIRST Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Kudos (BG) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Broadchurch) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Burn Up) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Child) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Code 404) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deadwater) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deep Water) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Eternal) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 8) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 9) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Five) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Four) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Seven) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Six) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Gunpowder) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Hour) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans Three) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (L&O) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Law) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Manhattan) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Morton) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Occupation) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Orange Shirt) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (River) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS 2) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Spooks) CP Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Squirrel) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n KUDOS (THIS TOWN) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tin Star) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Troy) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tsunami) | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tunnel) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Two Weeks) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (WM) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (You) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Film & Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Hustle Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Rights Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lomond Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lovely Day Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Mam Tor Productions (Chloe) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Scotland) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Wild Lion) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions Limited | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Neon Ink Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Newincco 1151 Ltd | \n\n United Kingdom | \n\n 49.03% | \n\n 46.14% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n OP MEDIA Ltd | \n\n United Kingdom | \n\n 78.43% | \n\n 73.81% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n RDF Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Secret Life\u00a0 of Boys 5\u00a0 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine TV Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (SPV) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (YCOM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Simon's Cat Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Sound Pocket Music Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Spooks Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n THE A LIST (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n THE A LIST 2 (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n The Boys Are Back In Town Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Comedy Unit Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 2 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 3 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Forge Entertainment (AB4) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (AB5) Ltd. | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Ackley Bridge) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (BE2) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Debutante) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (DM) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Elizabeth) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (GenZ) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Highlands & Islands) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Home) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Kiri) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Marriage) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (National Treasure) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Productions) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Roadkill) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (ROTG) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Sandrine) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Shardlake) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Light) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Miniaturist) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment Limited | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Foundation T.V. Productions (Scotland) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n The Natural Studios Limited | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n TIGER ASPECT (3LB) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (BH&MP) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Fortitude 2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Good Karma) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (KAW) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Viewpoint) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Animation Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Assets Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Curfew) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street 4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Films Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Kids & Family Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Pictures (Dog Eat Dog) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Royston Vasey) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Tosspot) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n TIGER ASPECT PRODUCTIONS (HEATWAVE) LIMITED\u200b | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Victoria Real Ltd. | \n\n United Kingdom | \n\n 96.52% | \n\n 90.83% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig 2) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild West (Initial) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Wonder Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee (Crouch) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee Documentary Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n YELLOW BIRD PRODUCTIONS UK LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Distributions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Young Bwark Limited | \n\n United Kingdom | \n\n 49.02% | \n\n 46.13% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Kids & Family Distribution Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids & Family Productions UK Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids UK Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Music Publishing Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n 1953 LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 1982 Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 247 W, 37th ST Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 51 Minds Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n 51 Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n All Knight Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Anonymous Music Library, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Ant Eggs Rentals LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Argyle Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Atrium Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment Holding, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US II INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US, INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY GROUP US HOLDING INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Mexico and US Hispanic, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Berkeley Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Apple LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Peach Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Big Ant Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n BL4 Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BMP Films Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Bona Fide Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Brigadier Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BSNA Entertainment LLC | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n BUNIM MURRAY PRODUCTIONS INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BUNIM MURRAY PRODUCTIONS LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Burbank North Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Candlestick Entertainment, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n CCCM Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Clock Tower Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Coconunu Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Complete Solution Pictures and Sound | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Creole Manny LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Cristal Ball Enterprises LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Crosswalk Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Deep Dish Productions of Chicago LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Distance Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Dos Producciones LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Beyond USA, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Latino N.A., Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Boomdog, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine SPV, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine US Office LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Studios | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Holding, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Front Yard Productions Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Go Ahead Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Gramercy\u00a0Global\u00a0Entertainment | \n\n United States | \n\n 58.33% | \n\n 54.89% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Hashtag Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hippocritical Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hizzoner LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Brewed Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Run Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Impresario Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n In the Keys Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Keeping Track Music Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lars & Son Moisture Farm LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock and Key Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock Cut 9 LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Look Both Ways Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Cable Television Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Theory Entertainment, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Media Production Services, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Middleman LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mindring Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mobility Productions, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Monte Pictures LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mountain View Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Navy Street Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n No Doubt Post Production, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Note Republic LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n NoVat Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Only on Oxnard LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Organized Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Ink LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Media, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Our House Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Oxnard Cats Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Palisade Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle VFX LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Pico Script Lab, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n PMPGL LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Production Support Services, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Proton Production LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Road Rules Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Rough Cut Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n RW Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Screenbox LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Shadows of Doubt LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n SHEA OFFICE SPACE AND FURNISHINGS | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Shine Television LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine US Holdings Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Snack Tray Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Spring Break Films LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n STEPHEN DAVID ENTERTAINMENT LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Stephen David Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Suns Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Sunset Ventures Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Superior Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Swampy Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tabula Rasa Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tasty Treat LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n The American Cue Society LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Trade Winds Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Trapeze Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n True Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n True TTH, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Truly Original, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Turnt up Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UBBP Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n United Front Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UP-N-ATOM LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Very Water Logged LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n W, 37th St Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Warren & Whitmore Publishing, LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Westcar LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Wheelhouse Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n World Wars WV LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n YOLO Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zamora Films LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Znak TV Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Americas | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak USA | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zoom Equipment Rentals LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n influence.vision GmbH | \n\n Austria | \n\n 36.62% | \n\n 34.46% | \n
| \n Banijay Live | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Daze MGMT | \n\n France | \n\n 36.77% | \n\n 32.33% | \n
| \n Easy peasy Entertainment SAS | \n\n France | \n\n 0.00% | \n\n 41.52% | \n
| \n Financi\u00e8re EMG | \n\n France | \n\n 4.73% | \n\n 7.03% | \n
| \n Kons'Air | \n\n France | \n\n 19.61% | \n\n 18.45% | \n
| \n M.G. Productions | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Shine Fiction | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 38.54% | \n\n 36.26% | \n
| \n Ladykracher TV-Produktion GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Minestrone TV Produktion GbR | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Greenboo Production S.r.l. | \n\n Italy | \n\n 48.04% | \n\n 0.00% | \n
| \n Content Intelligence B.V. | \n\n Netherlands | \n\n 24.41% | \n\n 0.00% | \n
| \n Crossmex B.V. | \n\n Netherlands | \n\n 58.82% | \n\n 55.36% | \n
| \n Conker Pictures Limited | \n\n United Kingdom | \n\n 24.51% | \n\n 0.00% | \n
| \n Double Dutch Productions Ltd | \n\n United Kingdom | \n\n 48.92% | \n\n 46.04% | \n
| \n Esmeralda Productions Limited | \n\n United Kingdom | \n\n 29.38% | \n\n 0.00% | \n
| \n Immovable Studios Ltd. | \n\n United Kingdom | \n\n 19.61% | \n\n 0.00% | \n
| \n Rabbit Track Pictures Limited | \n\n United Kingdom | \n\n 20.97% | \n\n 0.00% | \n
| \n Ensemble Entertainment LLC | \n\n United States | \n\n 1.47% | \n\n 1.38% | \n
| \n Flow Ventures LLC | \n\n United States | \n\n 36.77% | \n\n 34.60% | \n
| \n Hyphenated Media LLC | \n\n United States | \n\n 4.90% | \n\n 0.00% | \n
The table below presents the percentage of ownership interest in Betclic Everest Group SAS subsidiaries held by the Group (including the FL Entertainment\u2019s indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Betclic Everest Group\u00a0SAS | \n\n France | \n\n Holding | \n|
| \n Mangas Gambling Engineering SARL | \n\n France | \n\n 94.60% | \n\n 94.60% | \n
| \n Mangas Everest SAS | \n\n France | \n\n - | \n\n - | \n
| \n Betclic Overseas SAS | \n\n France | \n\n 85.14% | \n\n 85.14% | \n
| \n Betclic C\u00f4te d'Ivoire SAS | \n\n Ivory Coast | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic S\u00e9n\u00e9gal SAS | \n\n Senegal | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic B\u00e9nin SAS | \n\n Benin | \n\n 90.00% | \n\n 85.14% | \n
| \n Betclic Enterprises Ltd | \n\n Malta | \n\n 90.00% | \n\n 85.14% | \n
| \n BEM Operations Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Betclic Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Gaming Malta Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n Mangas Investment Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n EG Portugal Sul | \n\n Portugal | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Malta Services Ltd | \n\n Malta | \n\n 100.00% | \n\n 94.60% | \n
| \n BC Makreting Agency Italia Srl | \n\n Italy | \n\n 100.00% | \n\n 94.60% | \n
| \n Euro Gaming Investment SA | \n\n Luxemburg | \n\n 100.00% | \n\n 94.60% | \n
| \n Equinox Ltd | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n Mater Ltd Gibraltar | \n\n Gibraltar | \n\n 100.00% | \n\n 94.60% | \n
| \n bet-at-home.com AG Germany | \n\n Germany | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home.com AG Austria | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n Beteiligungsholding GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n BAH Niederlande GmbH | \n\n Austria | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Holding Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home International Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n bet-at-home Internet Ltd Malta | \n\n Malta | \n\n 53.90% | \n\n 50.99% | \n
| \n Jonsden Properties Ltd Gibraltar | \n\n Gibraltar | \n\n 53.90% | \n\n 50.99% | \n
| \n Skillstar SARL | \n\n France | \n\n - | \n\n - | \n
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
The Netherlands
\u2022IFRS 17 \u2013 Insurance contracts
Effective date: 1 January 2023
\u2022Amendments to IFRS\u00a017 & IFRS 9 \u2013 Insurance contracts & Financial instruments \u2013 Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs \u2014 Presentation of Financial Statements \u2014 Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 8 \u2014 Accounting Policies, Changes in Accounting Estimates and Errors \u2013 Definition of Accounting Estimates
Effective date: 1 January 2023
\u2022Amendments to IAS 12 \u2013 Income taxes \u2013 Deferred tax related to assets and liabilities arising from a single transaction
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 12 \u2013 International Tax Reform \u2013 Pillar Two Model Rules
Effective date: 1 January 2023
Expect for the amendment to IAS 12 as described below, these standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2023.
On 8 November 2023, the European Union has endorsed the 'International Tax Reform \u2014 Pillar Two Model Rules (Amendments to IAS 12) issued by the IASB in May 2023 . In December 2022, the EU Member States unanimously agreed to adopt a directive introducing a global minimum corporate income tax rate of 15% that will come into force in 2024, in accordance with the model framework of OECD Pillar Two.
As of date, Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions that the Group operates. The legislation will be effective for the Group\u2019s Financial Year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation. The Group also applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes notably based on transitional CbCR Safe Harbour. The effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply. However, the Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.
None.
\u2022Amendments to IAS\u00a01 \u2013\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as current or non-current
\u2022Amendments to IFRS\u00a016\u00a0\u2013 Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
\u2022Amendments to IAS 7 and IFRS 7 \u2013 Statement of Cash Flows \u2013 Supplier Finance Arrangements
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
\u2022IFRS 17 \u2013 Insurance contracts
Effective date: 1 January 2023
\u2022Amendments to IFRS\u00a017 & IFRS 9 \u2013 Insurance contracts & Financial instruments \u2013 Comparative Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS\u00a01 and the Impact on the ISAs \u2014 Presentation of Financial Statements \u2014 Disclosure of Material Accounting Policy Information
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 8 \u2014 Accounting Policies, Changes in Accounting Estimates and Errors \u2013 Definition of Accounting Estimates
Effective date: 1 January 2023
\u2022Amendments to IAS 12 \u2013 Income taxes \u2013 Deferred tax related to assets and liabilities arising from a single transaction
Effective date: 1\u00a0January\u00a02023
\u2022Amendments to IAS 12 \u2013 International Tax Reform \u2013 Pillar Two Model Rules
Effective date: 1 January 2023
Expect for the amendment to IAS 12 as described below, these standards, amendments and interpretations do not have a significant impact on the Group\u2019s consolidated financial statements as of 31\u00a0December 2023.
On 8 November 2023, the European Union has endorsed the 'International Tax Reform \u2014 Pillar Two Model Rules (Amendments to IAS 12) issued by the IASB in May 2023 . In December 2022, the EU Member States unanimously agreed to adopt a directive introducing a global minimum corporate income tax rate of 15% that will come into force in 2024, in accordance with the model framework of OECD Pillar Two.
As of date, Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions that the Group operates. The legislation will be effective for the Group\u2019s Financial Year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation. The Group also applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
The Group has performed an assessment of its potential exposure to Pillar Two income taxes notably based on transitional CbCR Safe Harbour. The effective tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply. However, the Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.
None.
\u2022Amendments to IAS\u00a01 \u2013\u00a0Presentation of Financial Statements \u2013\u00a0Classification of Liabilities as current or non-current
\u2022Amendments to IFRS\u00a016\u00a0\u2013 Leases \u2013\u00a0Lease Liability in a Sale and Leaseback
\u2022Amendments to IAS 7 and IFRS 7 \u2013 Statement of Cash Flows \u2013 Supplier Finance Arrangements
The Group has not early adopted any of the referred standards in the preparation of the consolidated financial statements. None of the accounting standards issued but not yet effective are expected to have a significant impact on the Group\u2019s consolidated financial statements.
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the classification and the estimate of the valuation of the investments made this year;
viii)the right-of-use assets and lease liabilities;
ix)the amount of provisions for risks and other provisions in relation with the group\u2019s activity; and
x)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the classification and the estimate of the valuation of the investments made this year;
viii)the right-of-use assets and lease liabilities;
ix)the amount of provisions for risks and other provisions in relation with the group\u2019s activity; and
x)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
The preparation of these consolidated financial statements requires the Group\u2019s management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. These assumptions and estimates relate mainly to:
i)the valuation and useful lives of audiovisual rights;
ii)the purchase price allocation and the measurement of goodwill from business combinations, the determination of the recoverable value of cash-generating units and subsequent impairment test;
iii)the calculation of debt related to earn outs on acquisitions;
iv)the estimate of debt resulting from put options in favor of minority shareholders;
v)the estimate of liabilities related to employee long-term incentives and employee benefits resulting from a business acquisition;
vi)the estimate of the valuation of securities;
vii)the classification and the estimate of the valuation of the investments made this year;
viii)the right-of-use assets and lease liabilities;
ix)the amount of provisions for risks and other provisions in relation with the group\u2019s activity; and
x)the deferred taxes judgement in assessing the uncertainty of whether it is probable to recover the deferred taxes assets.
Actual results may differ from these estimates under different assumptions or conditions.
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
The accounting methods described were consistently applied to all the reporting periods presented in the consolidated financial statements.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognised in Shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former Shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.20 on page 235).
The consolidated financial statements are presented in euros; the financial statements of entities presented in a different functional currency are translated into euros:
\u2022at the period-end exchange rates for balance sheet items;
\u2022at the average rates for the period for income statement items.
Translation adjustments arising from the application of these rates are recorded in equity under \u201cForeign currency translation adjustment\u201d.
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
Intangible assets with finite useful lives are initially recognised at cost, except for those acquired in a business combination, which are recognised at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalised and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022the rights to use a brand (applicable in some situation with JV\"s);
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note\u00a02.5.7 on page 229); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Inventories relating to work in progress are valued at production cost.
For the production of audiovisual programs, they represent outstanding production costs, excluding fictions for which (i) the Group retains a part of the Intellectual Property (IP) and (ii) expects significant IP revenue, that are not finalised and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
For the production of live experiences, the inventories relating to work in progress represent outstanding production costs of an event not yet delivered to the client at the closing date.
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognised at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortised costs, depending on their nature. Amortised cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortised costs
These financial assets are initially recognised at their fair value to which is added directly attributable transaction costs and, then at amortised cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortised cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities are divided into two categories: financial liabilities at amortised cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortised cost. Among them are loans and similar debts including:
\u2022bonds and Secured Notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognised in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognised in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives). These plans are subject to service conditions.
A liability is recognised for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognised as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (\u2018point in time\u2019 recognition) or \u2018over time\u2019 as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognised until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognised when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognised according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Production revenue from live experiences
Live experiences production revenue is recognised when the service is delivered to the customer, most of the time, on the date the event takes place (point in time or over time depending on the duration of the events which do not exceed usually several weeks).
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognised when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognised as revenue when the above criteria are met, and further variable payments are recognised when highly probable.
Revenue from music rights is recognised as revenue when received based on royalties\u2019 statements (output method).
Revenues from other rights and services
Other rights and services include merchandising, music rights, other ancillary revenues and digital services.
Merchandising revenues are recognised when the rights are transferred to the client:
\u2022on the basis of a signed contract or a deal memo, and
\u2022when the licensing period begins, and
\u2022for the full revenue (revenues are not spread over the licensing period).
Minimum guarantee revenues are recognised as revenue when the above criteria are met, and further variable payments are recognised when received.
Revenues from music rights are recognised as revenues when received based on royalties\u2019 statements (output method).
Revenues and costs related to the rendering of services are recognised on completion of the service rendered as long as they can be estimated reliably.
When the outcome of the transaction cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised.
Consideration as a Principal or an Agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognised as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognised as gross betting and gaming revenue.
The net betting and gaming revenue recognised in the consolidated statements of income is the residual amount left after deducting betting fees and gambling levies.
Revenue is made of gross gaming revenue less bonuses.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognised once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the turf corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (\u201cpending bets\u201d) is not recognised as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 Bonuses
Players\u2019 Bonuses are mainly composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognised at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognised as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0\u2013 Financial Instruments.
Production costs of scripted and non-scripted programs, attributable to the Content production & distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalised in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortised as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue / total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognised.
Production costs of live experiences mainly include the costs incurred in the context of rendering a service to a client or organizing an event for a client.
Until the events occur and the services are rendered, related production costs are capitalised in work in progress.
At revenue recognition date, the production costs of live experiences are expensed in the income statement.
Grants and subsidies are recognised when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognised as \u201cOther operating income\u201d when granted.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production & distribution business and Online sports betting &\u00a0gaming business. The segments are organised based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures are net revenue, adjusted EBITDA (definition in note\u00a04.1 on page 245), cost of net debt and adjusted free cash flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognised in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (Contribution on added value) and IRAP Tax in Italy (Regional production tax) as income\u00a0tax.
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
Financial instruments
IFRS 13 Fair Value Measurement, establishes a fair value hierarchy consisting of three levels :
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access ;
\u2022Level 2: directly observable market inputs other than Level 1 inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations).
This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
On 4 July 2023, some Banijay Group\u2019s key managers have contributed most of their Banijay Group\u2019s shares owned directly to FL\u00a0Entertainment in exchange for FL\u00a0Entertainment\u2019s ordinary shares (\u201cFL Entertainment Shares\u201d) or have reinvested the amount of their Phantom shares plan into FL Entertainment Shares. Following this transaction, the put options granted to the shareholders, pursuant to a shareholders\u2019 agreement at the level of Banijay Group, and recognised in the consolidated financial statements, are not valid anymore.
The transaction led to (i) the settlement of liabilities on non-controlling interests for \u20ac133\u00a0million in exchange of 10,441,974 FL\u00a0Entertainment Shares and the payment in cash of \u20ac28.1\u00a0million and (ii) the settlement of Employee-related long-term incentives (Phantom shares plan) for \u20ac33.0\u00a0million including withholding tax and social charges. The amount of the Phantom Plan was reinvested into 1,171,685\u00a0FL\u00a0Entertainment Shares.
In 2023, in the context of the Contribution of all BG shares held by Banijay Group\u2019s key managers in exchange for Ordinary Shares (as explained in note 3.1.1 on page 240), the consolidated equity is impacted as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
In 2022, in the context of the Group\u2019s reorganization (as explained in note 3.2.1 (i) on page 241), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
| \n Note 19 | \n\n Non-controlling interests | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2023 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends and share premium distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n BEG Group | \n\n (2.1) | \n\n 5.8 | \n\n (0.2) | \n\n \u00a0 | \n\n \u00a0 | \n\n (8.6) | \n\n 0.7 | \n\n (4.3) | \n
| \n Banijay Group | \n\n 8.4 | \n\n 7.1 | \n\n (0.5) | \n\n (0.8) | \n\n 13.1 | \n\n (13.0) | \n\n 10.2 | \n\n 24.5 | \n
| \n Total | \n\n 6.3 | \n\n 12.8 | \n\n (0.7) | \n\n (0.8) | \n\n 13.1 | \n\n (21.6) | \n\n 10.9 | \n\n 20.2 | \n
| \n (in \u20ac million) Name of the subsidiary | \n\n 31\u00a0December 2022 | \n|||||||
| \n Accumu-lated | \n\n Profit | \n\n OCI | \n\n Changes in ownership interest | \n\n Changes in non-controlling interests that result in a gain/(loss) of control | \n\n Dividends distributed to NCI | \n\n Others | \n\n Accumu-lated | \n|
| \n LDH | \n\n 188.9 | \n\n (0.0) | \n\n - | \n\n (188.6) | \n\n \u00a0 | \n\n (0.2) | \n\n - | \n\n - | \n
| \n BEG Group | \n\n (183.9) | \n\n 44.6 | \n\n 1.8 | \n\n 135.6 | \n\n - | \n\n - | \n\n (0.2) | \n\n (2.1) | \n
| \n Banijay Group | \n\n (41.7) | \n\n (37.7) | \n\n (9.2) | \n\n 96.1 | \n\n 3.0 | \n\n (2.9) | \n\n 0.8 | \n\n 8.4 | \n
| \n Total | \n\n (36.7) | \n\n 6.9 | \n\n (7.5) | \n\n 43.0 | \n\n 3.0 | \n\n (3.1) | \n\n 0.7 | \n\n 6.3 | \n
In 2023 and 2022, the item \u201cChanges in ownership interest in subsidiaries that did not result in a loss of control\u201d reflected the capital restructuration detailed in the note 18.2 on page 272.
In 2023, NCI were recognised in relationship with Balich Wonder Studios initial accounting (remaining NCI amount to 11,73%) and are presented in the column \u201cOthers\u201d.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31\u00a0December each year. Control is achieved when the Company:
\u2022has the power over the investee;
\u2022is exposed, or has rights, to variable returns from its involvement with the investee; and
\u2022has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non\u2011controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non\u2011controlling interests even if this results in the non\u2011controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group\u2019s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Non\u2011controlling interests in subsidiaries are identified separately from the Group\u2019s equity therein. Those interests of non\u2011controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non\u2011controlling interests\u2019 proportionate share of the fair value of the acquiree\u2019s identifiable net assets. The choice of measurement is made on an acquisition\u2011by\u2011acquisition basis. Other non\u2011controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non\u2011controlling interests is the amount of those interests at initial recognition plus the non\u2011controlling interests\u2019 share of subsequent changes in equity.
Changes in the Group\u2019s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group\u2019s interests and the non\u2011controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non\u2011controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non\u2011controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS\u00a0Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS\u00a09\u00a0Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
Intangible assets with finite useful lives are initially recognised at cost, except for those acquired in a business combination, which are recognised at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalised and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022the rights to use a brand (applicable in some situation with JV\"s);
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note\u00a02.5.7 on page 229); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
| \n Note 12 | \n\n Goodwill | \n
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Balich Wonder Studio (Italy)
In September 2023, Banijay acquired 51.68% of Balich Wonder Studio share capital through direct and indirect participation obtaining control given the agreement that govern the Boards of Directors.
Founded by Marco Balich, Balich Wonder Studio (BWS) is a live entertainment group in charge of creating, producing and delivering live shows and experiences that engage live audiences worldwide, performing custom-made narrative with cutting-edge technologies; and qualifies as a business as defined in IFRS\u00a03.
Based in Milan, Balich Wonder Studio has offices in Milan, Saudi-Arabia and the UAE.
The Group has 3 business units:
\u2022Ceremonies: Olympic Games, Ceremonies, National Celebrations, Institutional Celebrations, Opening Ceremonies;
\u2022Events & Brand experiences: Hybrid events and activations, gala, roadshows, conventions, entertainment formats, exhibition;
\u2022Immersive shows and destination experiences: cutting-edge creative planning and design for large-scale projects, in collaboration with real estate developers, entertainment operators and public institutions.
As of 31 December 2023, the related provisional goodwill amounted to \u20ac189.8 million. The purchase price and its allocation will be finalised within the twelve months following the acquisition date, as prescribed by IFRS 3R.
Integration of Beyond (Australia)
At the end of December 2022, Banijay acquired 100% of Beyond International in Australia. As a late acquisition, Beyond shares was presented as non-consolidated shares as of December 2022. From January 2023, Beyond is fully integrated in Banijay.
Beyond is an international producer and distributor, it has a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Complimentary to our own catalogue, its track record lies mainly in the English-language with notable titles it distributes and qualifies as a business as defined in IFRS\u00a03.
At year end, Goodwill amounts to \u20ac32.8 million.
Acquisition of The Forge (UK)
In November 2023, Banijay acquired 53.9% of The\u00a0Forge, obtaining control given the agreement that govern the Boards of Directors. The Forge is a leading scripted independent producer in the UK with a well-established reputation for high quality, ambitious and award-winning TV drama with shows as The Marriage, Help and Becoming Elizabeth. Preliminary Goodwill amounts to \u20ac43.6 million. As part of this acquisition, the group has call options (and non-controlling shareholders have put options) enabling to reach an interest of ownership of 100%.
The aggregated amounts recognised at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position for those acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Non-current assets | \n\n 22.1 | \n
| \n Current assets | \n\n 241.4 | \n
| \n Assets | \n\n 263.5 | \n
| \n Non-controlling interests | \n\n 10.0 | \n
| \n Non-current liabilities | \n\n 17.2 | \n
| \n Current liabilities | \n\n 207.8 | \n
| \n Liabilities | \n\n 225.0 | \n
| \n Aggregated acquired assets and liabilities | \n\n 28.5 | \n
The aggregated acquisition price for the business acquired in 2023 and the aggregated amount of goodwill recognised from the 2023 business acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Total consideration, including contingent consideration and other component | \n\n 302.4 | \n
| \n (less) Aggregated acquired assets and liabilities | \n\n (28.5) | \n
| \n Aggregated Goodwill(2) | \n\n 273.8(1)(2) | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition. (2)Of which preliminary Balich Wonder Studio Goodwill before PPA: \u20ac189.8\u00a0million. The amount of cash paid to the seller is not disclosed because it would reveal the amount received by a minimal group of people. | \n
The total amount of the acquisition goodwill in 2023 amount to \u20ac268.9 million of which \u20ac273.8 million related to 2023 acquisition under global integration method and -\u20ac5.9 million related to 2022 goodwill adjustment.
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration(1) | \n\n 169.7 | \n
| \n Less: cash and cash equivalents balances acquired | \n\n (69.0) | \n
| \n Acquisition costs | \n\n (2.0) | \n
| \n Purchases of consolidated companies, net of acquired cash(2) | \n\n 98.7 | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition (2)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac70.0 million. | \n
Except for Beyond, the purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
The total amount of the acquisition cash and cash equivalents balances acquired in 2023 amount to \u20ac70.2\u00a0million of which \u20ac69.0 million related to 2023 acquisition and \u20ac1.2\u00a0million of prior year acquisition opening balance sheet adjustment.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac6.7 million.
Acquired consolidated companies contributed \u20ac181.5 million to the Group\u2019s revenue and \u20ac21.7 million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the Financial Year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac213\u00a0million.
Goodwill as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2022 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
| \n Acquisitions | \n\n 268.9 | \n\n - | \n\n 268.9 | \n\n - | \n\n 268.9 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n (5.1) | \n\n - | \n\n (5.1) | \n\n - | \n\n (5.1) | \n
| \n 31\u00a0December 2023 | \n\n 2,592.6 | \n\n 241.4 | \n\n 2,834.0 | \n\n - | \n\n 2,834.0 | \n
The goodwill net increased during the period for \u20ac263.8\u00a0million, mainly due to the acquisitions occurred in 2023 described in note 12.1 on page 258.
The next note describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity's operations. The Group's CGUs correspond to the two operating segments: Content production and distribution business and Online sports betting & gaming business. Refer to note\u00a04 on page 244 \u2013 Segment information for further details.
In 2023 and 2022, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill. .
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,592.6 | \n\n 2,946.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 196.5 | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
Intangible assets with finite useful lives are initially recognised at cost, except for those acquired in a business combination, which are recognised at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalised and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022the rights to use a brand (applicable in some situation with JV\"s);
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note\u00a02.5.7 on page 229); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 12 | \n\n Goodwill | \n
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Balich Wonder Studio (Italy)
In September 2023, Banijay acquired 51.68% of Balich Wonder Studio share capital through direct and indirect participation obtaining control given the agreement that govern the Boards of Directors.
Founded by Marco Balich, Balich Wonder Studio (BWS) is a live entertainment group in charge of creating, producing and delivering live shows and experiences that engage live audiences worldwide, performing custom-made narrative with cutting-edge technologies; and qualifies as a business as defined in IFRS\u00a03.
Based in Milan, Balich Wonder Studio has offices in Milan, Saudi-Arabia and the UAE.
The Group has 3 business units:
\u2022Ceremonies: Olympic Games, Ceremonies, National Celebrations, Institutional Celebrations, Opening Ceremonies;
\u2022Events & Brand experiences: Hybrid events and activations, gala, roadshows, conventions, entertainment formats, exhibition;
\u2022Immersive shows and destination experiences: cutting-edge creative planning and design for large-scale projects, in collaboration with real estate developers, entertainment operators and public institutions.
As of 31 December 2023, the related provisional goodwill amounted to \u20ac189.8 million. The purchase price and its allocation will be finalised within the twelve months following the acquisition date, as prescribed by IFRS 3R.
Integration of Beyond (Australia)
At the end of December 2022, Banijay acquired 100% of Beyond International in Australia. As a late acquisition, Beyond shares was presented as non-consolidated shares as of December 2022. From January 2023, Beyond is fully integrated in Banijay.
Beyond is an international producer and distributor, it has a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Complimentary to our own catalogue, its track record lies mainly in the English-language with notable titles it distributes and qualifies as a business as defined in IFRS\u00a03.
At year end, Goodwill amounts to \u20ac32.8 million.
Acquisition of The Forge (UK)
In November 2023, Banijay acquired 53.9% of The\u00a0Forge, obtaining control given the agreement that govern the Boards of Directors. The Forge is a leading scripted independent producer in the UK with a well-established reputation for high quality, ambitious and award-winning TV drama with shows as The Marriage, Help and Becoming Elizabeth. Preliminary Goodwill amounts to \u20ac43.6 million. As part of this acquisition, the group has call options (and non-controlling shareholders have put options) enabling to reach an interest of ownership of 100%.
The aggregated amounts recognised at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position for those acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Non-current assets | \n\n 22.1 | \n
| \n Current assets | \n\n 241.4 | \n
| \n Assets | \n\n 263.5 | \n
| \n Non-controlling interests | \n\n 10.0 | \n
| \n Non-current liabilities | \n\n 17.2 | \n
| \n Current liabilities | \n\n 207.8 | \n
| \n Liabilities | \n\n 225.0 | \n
| \n Aggregated acquired assets and liabilities | \n\n 28.5 | \n
The aggregated acquisition price for the business acquired in 2023 and the aggregated amount of goodwill recognised from the 2023 business acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Total consideration, including contingent consideration and other component | \n\n 302.4 | \n
| \n (less) Aggregated acquired assets and liabilities | \n\n (28.5) | \n
| \n Aggregated Goodwill(2) | \n\n 273.8(1)(2) | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition. (2)Of which preliminary Balich Wonder Studio Goodwill before PPA: \u20ac189.8\u00a0million. The amount of cash paid to the seller is not disclosed because it would reveal the amount received by a minimal group of people. | \n
The total amount of the acquisition goodwill in 2023 amount to \u20ac268.9 million of which \u20ac273.8 million related to 2023 acquisition under global integration method and -\u20ac5.9 million related to 2022 goodwill adjustment.
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration(1) | \n\n 169.7 | \n
| \n Less: cash and cash equivalents balances acquired | \n\n (69.0) | \n
| \n Acquisition costs | \n\n (2.0) | \n
| \n Purchases of consolidated companies, net of acquired cash(2) | \n\n 98.7 | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition (2)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac70.0 million. | \n
Except for Beyond, the purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
The total amount of the acquisition cash and cash equivalents balances acquired in 2023 amount to \u20ac70.2\u00a0million of which \u20ac69.0 million related to 2023 acquisition and \u20ac1.2\u00a0million of prior year acquisition opening balance sheet adjustment.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac6.7 million.
Acquired consolidated companies contributed \u20ac181.5 million to the Group\u2019s revenue and \u20ac21.7 million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the Financial Year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac213\u00a0million.
Goodwill as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2022 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
| \n Acquisitions | \n\n 268.9 | \n\n - | \n\n 268.9 | \n\n - | \n\n 268.9 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n (5.1) | \n\n - | \n\n (5.1) | \n\n - | \n\n (5.1) | \n
| \n 31\u00a0December 2023 | \n\n 2,592.6 | \n\n 241.4 | \n\n 2,834.0 | \n\n - | \n\n 2,834.0 | \n
The goodwill net increased during the period for \u20ac263.8\u00a0million, mainly due to the acquisitions occurred in 2023 described in note 12.1 on page 258.
The next note describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity's operations. The Group's CGUs correspond to the two operating segments: Content production and distribution business and Online sports betting & gaming business. Refer to note\u00a04 on page 244 \u2013 Segment information for further details.
In 2023 and 2022, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill. .
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,592.6 | \n\n 2,946.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 196.5 | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
| \n Note 13 | \n\n Intangible assets | \n
Intangible assets comprise mainly content assets, both acquired and developed internally, scripted programs with an international potential, distribution advances with third parties, software and intangible assets recognised as part of PPA.
Other intangible assets include rights for the movie adaptation of books.
| \n (in \u20ac million) | \n\n 2023 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognised as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2023 | \n\n 687.2 | \n\n 0.2 | \n\n 30.2 | \n\n 212.7 | \n\n 43.6 | \n\n 974.6 | \n
| \n Investments | \n\n 40.0 | \n\n 0.0 | \n\n 0.4 | \n\n - | \n\n 11.2 | \n\n 51.6 | \n
| \n Divestitures | \n\n (4.5) | \n\n - | \n\n - | \n\n - | \n\n (0.1) | \n\n (4.6) | \n
| \n Changes in consolidation scope | \n\n 1.6 | \n\n - | \n\n - | \n\n 8.2 | \n\n 0.2 | \n\n 10.0 | \n
| \n Translation differences | \n\n 5.3 | \n\n - | \n\n - | \n\n 2.0 | \n\n 0.1 | \n\n 7.5 | \n
| \n Reclassifications and others(1) | \n\n 12.2 | \n\n (0.1) | \n\n (0.4) | \n\n (0.9) | \n\n (1.7) | \n\n 9.1 | \n
| \n As of 31\u00a0December 2023 | \n\n 742.5 | \n\n 0.2 | \n\n 30.2 | \n\n 222.0 | \n\n 53.3 | \n\n 1,048.1 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2023 | \n\n (652.1) | \n\n - | \n\n (20.7) | \n\n (72.0) | \n\n (35.1) | \n\n (779.8) | \n
| \n Depreciation and amortization | \n\n (46.1) | \n\n - | \n\n (3.8) | \n\n (20.6) | \n\n (1.2) | \n\n (71.6) | \n
| \n Divestitures and impairment losses | \n\n 4.4 | \n\n - | \n\n - | \n\n - | \n\n 0.1 | \n\n 4.6 | \n
| \n Changes in consolidation scope | \n\n 2.1 | \n\n (0.1) | \n\n - | \n\n - | \n\n (0.1) | \n\n 2.0 | \n
| \n Translation differences | \n\n (5.2) | \n\n 0.1 | \n\n - | \n\n (0.7) | \n\n (0.2) | \n\n (6.0) | \n
| \n Reclassifications and others(1) | \n\n 3.8 | \n\n - | \n\n 3.7 | \n\n - | \n\n 0.1 | \n\n 7.6 | \n
| \n As of 31\u00a0December 2023 | \n\n (693.0) | \n\n 0.0 | \n\n (20.8) | \n\n (93.3) | \n\n (36.4) | \n\n (843.4) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 35.7 | \n\n 0.2 | \n\n 9.5 | \n\n 140.7 | \n\n 8.5 | \n\n 194.8 | \n
| \n As of 31\u00a0December | \n\n 49.5 | \n\n 0.2 | \n\n 9.4 | \n\n 128.7 | \n\n 17.0 | \n\n 204.8 | \n
| \n Of which internally developed | \n\n \u00a0 | \n\n \u00a0 | \n\n 8.8 | \n\n \u00a0 | \n\n \u00a0 | \n\n 8.8 | \n
| \n (1)Reclassification of \u20ac11.3 million on content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognised as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 668.6 | \n\n - | \n\n 26.5 | \n\n 221.0 | \n\n 60.9 | \n\n 977.1 | \n
| \n Investments | \n\n 36.1 | \n\n - | \n\n 4.3 | \n\n \u00a0 | \n\n 3.3 | \n\n 43.7 | \n
| \n Divestitures | \n\n (0.2) | \n\n - | \n\n (0.6) | \n\n - | \n\n (16.1) | \n\n (16.9) | \n
| \n Changes in consolidation scope | \n\n (6.4) | \n\n 1.1 | \n\n - | \n\n (3.3) | \n\n (0.2) | \n\n (8.8) | \n
| \n Translation differences | \n\n (20.3) | \n\n - | \n\n - | \n\n (6.6) | \n\n (1.3) | \n\n (28.2) | \n
| \n Reclassifications and others(1) | \n\n 10.1 | \n\n (0.8) | \n\n - | \n\n 1.7 | \n\n (3.2) | \n\n 7.8 | \n
| \n As of 31\u00a0December 2022 | \n\n 687.8 | \n\n 0.2 | \n\n 30.2 | \n\n 212.7 | \n\n 43.7 | \n\n 974.6 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (617.2) | \n\n - | \n\n (15.9) | \n\n (55.0) | \n\n (52.3) | \n\n (740.3) | \n
| \n Depreciation and amortization | \n\n (60.7) | \n\n - | \n\n (5.4) | \n\n (18.7) | \n\n (2.0) | \n\n (86.7) | \n
| \n Divestitures and impairment losses | \n\n 0.1 | \n\n - | \n\n 0.6 | \n\n - | \n\n 18.5 | \n\n 19.2 | \n
| \n Changes in consolidation scope | \n\n 7.7 | \n\n - | \n\n - | \n\n 1.3 | \n\n (1.8) | \n\n 7.1 | \n
| \n Translation differences | \n\n 18.4 | \n\n - | \n\n - | \n\n 2.0 | \n\n 0.9 | \n\n 21.3 | \n
| \n Reclassifications and others(1) | \n\n (0.4) | \n\n - | \n\n - | \n\n (1.6) | \n\n 1.7 | \n\n (0.4) | \n
| \n As of 31\u00a0December 2022 | \n\n (652.1) | \n\n - | \n\n (20.7) | \n\n (72.0) | \n\n (35.1) | \n\n (779.8) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 51.4 | \n\n - | \n\n 10.7 | \n\n 166.1 | \n\n 8.7 | \n\n 236.7 | \n
| \n As of 31\u00a0December | \n\n 35.7 | \n\n 0.2 | \n\n 9.5 | \n\n 140.7 | \n\n 8.6 | \n\n 194.8 | \n
| \n Of which internally developed | \n\n - | \n\n - | \n\n 8.7 | \n\n - | \n\n - | \n\n 8.7 | \n
| \n (1)Reclassification of \u20ac10.1 million content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognised in Shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former Shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.20 on page 235).
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The accounting policy for goodwill arising on the acquisition of an associate or a joint venture is described below.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognised in Shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former Shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.20 on page 235).
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
Business combinations are accounted for under the acquisition method as published in IFRS\u00a03 when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company.
In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.
At acquisition date, identifiable assets and liabilities are included in the consolidated financial statements at fair value. The difference between the acquisition price and the fair value of identifiable assets and liabilities is recognised in the Goodwill caption. The purchase price allocation shall be performed within 12\u00a0months after the acquisition date. The costs directly attributable to business combinations are recognised in expenses for the period during which they occurred.
For acquisitions in non-controlling interests, the Group can choose, at each acquisition\u2019s date, whether it evaluates the non-controlling interest at fair value (\u201cfull goodwill\u201d) or at the percentage of shares of identifiable assets and liabilities it possesses.
According to IFRS\u00a010, acquisitions in non-controlling interests and disposals without loss of control are considered as transactions between shareholders. The difference between the acquisition price of the additional shares and the related share of equity is recognised in Shareholders\u2019 equity (Group share). The costs attributable to such transactions as well as their related fiscal impacts are booked in equity.
The cash flows related to transactions with shareholders are presented in Cash flow from investing activities in the consolidated statements of Cash Flows.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the \u201cmeasurement period\u201d (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs.
The Group identifies the transactions that are qualified as separate transactions in accordance with IFRS\u00a03, especially transactions that remunerates former Shareholders of the acquiree for future services. Those transactions are accounted for in accordance with the relevant IFRS\u00a0(refer to note 2.5.20 on page 235).
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
On 28 September 2023, Banijay acquired a 52% controlling stake in Balich Wonder Studio (\u201cBWS\u201d). Founded by Marco Balich, Balich Wonder Studio (\u201cBWS\u201d) is a live entertainment group in charge of creating, producing and delivering live shows and experiences that engage live audiences worldwide, performing custom-made narrative with cutting-edge technologies.
The acquisition is further detailed in the note\u00a012 Goodwill on page 258.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 12 | \n\n Goodwill | \n
Banijay\u2019s sub-group acquired the following businesses during the year:
Acquisition of Balich Wonder Studio (Italy)
In September 2023, Banijay acquired 51.68% of Balich Wonder Studio share capital through direct and indirect participation obtaining control given the agreement that govern the Boards of Directors.
Founded by Marco Balich, Balich Wonder Studio (BWS) is a live entertainment group in charge of creating, producing and delivering live shows and experiences that engage live audiences worldwide, performing custom-made narrative with cutting-edge technologies; and qualifies as a business as defined in IFRS\u00a03.
Based in Milan, Balich Wonder Studio has offices in Milan, Saudi-Arabia and the UAE.
The Group has 3 business units:
\u2022Ceremonies: Olympic Games, Ceremonies, National Celebrations, Institutional Celebrations, Opening Ceremonies;
\u2022Events & Brand experiences: Hybrid events and activations, gala, roadshows, conventions, entertainment formats, exhibition;
\u2022Immersive shows and destination experiences: cutting-edge creative planning and design for large-scale projects, in collaboration with real estate developers, entertainment operators and public institutions.
As of 31 December 2023, the related provisional goodwill amounted to \u20ac189.8 million. The purchase price and its allocation will be finalised within the twelve months following the acquisition date, as prescribed by IFRS 3R.
Integration of Beyond (Australia)
At the end of December 2022, Banijay acquired 100% of Beyond International in Australia. As a late acquisition, Beyond shares was presented as non-consolidated shares as of December 2022. From January 2023, Beyond is fully integrated in Banijay.
Beyond is an international producer and distributor, it has a portfolio of around 8,000\u00a0hours of scripted and non-scripted in-house and 3rd-party-acquired content overseen by Beyond Rights. Complimentary to our own catalogue, its track record lies mainly in the English-language with notable titles it distributes and qualifies as a business as defined in IFRS\u00a03.
At year end, Goodwill amounts to \u20ac32.8 million.
Acquisition of The Forge (UK)
In November 2023, Banijay acquired 53.9% of The\u00a0Forge, obtaining control given the agreement that govern the Boards of Directors. The Forge is a leading scripted independent producer in the UK with a well-established reputation for high quality, ambitious and award-winning TV drama with shows as The Marriage, Help and Becoming Elizabeth. Preliminary Goodwill amounts to \u20ac43.6 million. As part of this acquisition, the group has call options (and non-controlling shareholders have put options) enabling to reach an interest of ownership of 100%.
The aggregated amounts recognised at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position for those acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Non-current assets | \n\n 22.1 | \n
| \n Current assets | \n\n 241.4 | \n
| \n Assets | \n\n 263.5 | \n
| \n Non-controlling interests | \n\n 10.0 | \n
| \n Non-current liabilities | \n\n 17.2 | \n
| \n Current liabilities | \n\n 207.8 | \n
| \n Liabilities | \n\n 225.0 | \n
| \n Aggregated acquired assets and liabilities | \n\n 28.5 | \n
The aggregated acquisition price for the business acquired in 2023 and the aggregated amount of goodwill recognised from the 2023 business acquisitions are the following:
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Total consideration, including contingent consideration and other component | \n\n 302.4 | \n
| \n (less) Aggregated acquired assets and liabilities | \n\n (28.5) | \n
| \n Aggregated Goodwill(2) | \n\n 273.8(1)(2) | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition. (2)Of which preliminary Balich Wonder Studio Goodwill before PPA: \u20ac189.8\u00a0million. The amount of cash paid to the seller is not disclosed because it would reveal the amount received by a minimal group of people. | \n
The total amount of the acquisition goodwill in 2023 amount to \u20ac268.9 million of which \u20ac273.8 million related to 2023 acquisition under global integration method and -\u20ac5.9 million related to 2022 goodwill adjustment.
| \n (in \u20ac million) | \n\n 2023 | \n
| \n Net cash outflows arising on acquisition | \n\n \n | \n
| \n Cash consideration(1) | \n\n 169.7 | \n
| \n Less: cash and cash equivalents balances acquired | \n\n (69.0) | \n
| \n Acquisition costs | \n\n (2.0) | \n
| \n Purchases of consolidated companies, net of acquired cash(2) | \n\n 98.7 | \n
| \n (1)Of which include also mainly the amount paid in 2022 for Beyond acquisition (2)The caption \u201cPurchases of consolidated companies, net of acquired cash\u201d of the Cash Flow statement also comprised cash out due to earn-out and put options for an amount of -\u20ac70.0 million. | \n
Except for Beyond, the purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.
The total amount of the acquisition cash and cash equivalents balances acquired in 2023 amount to \u20ac70.2\u00a0million of which \u20ac69.0 million related to 2023 acquisition and \u20ac1.2\u00a0million of prior year acquisition opening balance sheet adjustment.
Acquisition-related costs (included in other operational income and expenses) amount to \u20ac6.7 million.
Acquired consolidated companies contributed \u20ac181.5 million to the Group\u2019s revenue and \u20ac21.7 million to the Group\u2019s current operating profit for the period between the date of acquisition and the reporting date.
If the acquisition had been completed on the first day of the Financial Year, acquired consolidated companies would have contributed to the revenue for the year with \u20ac213\u00a0million.
Goodwill as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n Content production &\u00a0distribution | \n\n Online sports betting &\u00a0gaming | \n\n Gross value | \n\n Impairment | \n\n Goodwill, net | \n
| \n 1\u00a0January 2022 | \n\n 2,252.5 | \n\n 241.4 | \n\n 2,493.9 | \n\n 0.0 | \n\n 2,493.9 | \n
| \n Acquisitions | \n\n 72.6 | \n\n - | \n\n 72.6 | \n\n - | \n\n 72.6 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n (0.3) | \n\n - | \n\n (0.3) | \n\n - | \n\n (0.3) | \n
| \n Exchange difference | \n\n 4.1 | \n\n - | \n\n 4.1 | \n\n - | \n\n 4.1 | \n
| \n 31\u00a0December 2022 | \n\n 2,328.8 | \n\n 241.4 | \n\n 2,570.2 | \n\n 0.0 | \n\n 2,570.2 | \n
| \n Acquisitions | \n\n 268.9 | \n\n - | \n\n 268.9 | \n\n - | \n\n 268.9 | \n
| \n Divestures | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Reclassifications | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Exchange difference | \n\n (5.1) | \n\n - | \n\n (5.1) | \n\n - | \n\n (5.1) | \n
| \n 31\u00a0December 2023 | \n\n 2,592.6 | \n\n 241.4 | \n\n 2,834.0 | \n\n - | \n\n 2,834.0 | \n
The goodwill net increased during the period for \u20ac263.8\u00a0million, mainly due to the acquisitions occurred in 2023 described in note 12.1 on page 258.
The next note describes the impairment tests performed on goodwill, which was conclusive for no need for an impairment constitution.
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
The consolidated financial statements are presented in euros; the financial statements of entities presented in a different functional currency are translated into euros:
\u2022at the period-end exchange rates for balance sheet items;
\u2022at the average rates for the period for income statement items.
Translation adjustments arising from the application of these rates are recorded in equity under \u201cForeign currency translation adjustment\u201d.
The consolidated financial statements are presented in euros; the financial statements of entities presented in a different functional currency are translated into euros:
\u2022at the period-end exchange rates for balance sheet items;
\u2022at the average rates for the period for income statement items.
Translation adjustments arising from the application of these rates are recorded in equity under \u201cForeign currency translation adjustment\u201d.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
Intangible assets with finite useful lives are initially recognised at cost, except for those acquired in a business combination, which are recognised at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalised and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022the rights to use a brand (applicable in some situation with JV\"s);
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note\u00a02.5.7 on page 229); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s Cash-Generating Units (or groups of cash-generating units), hereafter \u201cthe CGUs\u201d, expected to benefit from the synergies of the combination. Goodwill is allocated to two CGUs:
\u2022Content production & distribution business: Incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences;
\u2022Online sports betting &\u00a0gaming business.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or each time events or changes in the economic environment may indicate a risk of impairment.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. This impairment test is performed by comparing the recoverable amount of each cash generating unit (CGU) with the carrying value of the corresponding assets. The tests are carried out with rates specific to each division.
CGUs are independently defined at each business level, corresponding to the Group\u2019s operating segments. The segments are based on the Group\u2019s internal management reporting structure in order to facilitate decision-making with respect to the allocation of resources and assessment of the performance of the entity's operations. The Group's CGUs correspond to the two operating segments: Content production and distribution business and Online sports betting & gaming business. Refer to note\u00a04 on page 244 \u2013 Segment information for further details.
In 2023 and 2022, the Group examined the value of the goodwill associated with its cash-generating units (CGUs), ensuring that the recoverable value of the CGUs tested exceeded their net book value, including goodwill. .
| \n (in \u20ac million) | \n\n Goodwill | \n\n CGU carrying value | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,592.6 | \n\n 2,946.0 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 196.5 | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production & distribution | \n\n 2,328.8 | \n\n 2,701.4 | \n
| \n Online sports betting &\u00a0gaming | \n\n 241.4 | \n\n 179.5 | \n
The recoverable amount as of 31\u00a0December 2023\u00a0and 2022, was determined based on a calculation of the value in use using cash flow projections from the budgets approved by Management covering a period of 4\u00a0years (see table below).
The assumptions used by the Group are stated on the table below:
| \n \n | \n\n WACC* | \n\n Perpetual | \n\n Budget (with some exceptions) | \n
| \n 31\u00a0December 2023 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.8% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 2.3% | \n\n 4 years | \n
| \n 31\u00a0December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Content production and distribution | \n\n 9.5% | \n\n 2.3% | \n\n 4 years | \n
| \n Online sports betting &\u00a0gaming | \n\n 9.9% | \n\n 1.5% | \n\n 4 years | \n
| \n *WACC: Weighted Average Cost of Capital post tax. | \n
The projections include estimates for the inflation rates as well as the cost savings that have been realised and are to be realised from several cost savings initiatives for which the entity is committed at the closing date. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forward-looking statements. The Group also assessed the impact of the climate and other environmental matters and considered that no material effect should be considered in the projections.
Based on the impairment tests conducted, the Management did not identify any impairment for both CGUs and thus no impairment needs to be charged against goodwill, intangible and tangible assets, for the years ended on 31 December 2023 and 2022.
A sensitivity analysis of the value in use of the Content production & distribution business and Online sports betting & gaming business was carried out according to the parameters below. This sensitivity analysis did not call into question the impairment tests performed (the margins on impairment tests remaining significantly positive in all scenarios).
The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:
\u2022reasonable sensitivity to changes in the discount rate: a simulated increase of 1 percentage point in the discount rate used would not change the findings of the Group's analysis;
\u2022reasonable sensitivity to changes in the long-term growth rate: in a pessimistic scenario where the long-term growth rate is reduced by 0.5%, the value in use of each CGU would still exceed its carrying amount;
\u2022reasonable sensitivity to changes in the business plans: a 10% reduction in the revenue forecast contained in the business plan and decrease of 0.5% of the perpetual growth rate, with variable costs adjusted accordingly, would not change the conclusions of the Group's analysis.
Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.
The recoverable value of the CGU is determined as the higher between the value in use, determined by discounting future cash flows that are derived from plans presented by each sub-groups and approved by the Group\u2019s management (method known as \u201cdiscounted cash flows\u201d or \u201cDCF\u201d) and the fair value (less the cost of disposal) determined based on market factors (stock market prices, comparison with similar listed companies, comparison with the value assigned to similar assets or companies during recent acquisition transactions).
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill cannot be reversed in subsequent periods.
Intangible assets with finite useful lives are initially recognised at cost, except for those acquired in a business combination, which are recognised at fair value.
Intangible assets presented in the consolidated statement of financial position comprise:
\u2022format rights acquired from a third party or through business combinations. They can be commercially exploited either through internal use, i.e., the production of television programs by a Group entity, or through external use, i.e., the sale or licensing to third parties;
\u2022audiovisual rights, or catalogues, referred to as the Group\u2019s library of finished programs, whether acquired or internally developed, for which the Group has legal right to distribute and to receive revenue from the distribution of the rights;
\u2022production contracts or client contracts, acquired through business combinations, to produce television programs, TV movies, or cinematic movies;
\u2022fictions in progress which are the costs incurred for fiction productions that are not yet finalised and not delivered to the client at the closing date, and for which i) the Group retains the intellectual property (IP) and ii) the Group expects significant further IP revenue;
\u2022rights for the movie adaptation of books;
\u2022the rights to use a brand (applicable in some situation with JV\"s);
\u2022intangible assets acquired in the normal activity of the Online sports betting &\u00a0gaming business such as domain names, websites, customer database;
\u2022Online sports betting &\u00a0gaming business software acquired from a third party or through business combinations or which are the costs incurred to develop it (refer to note\u00a02.5.7 on page 229); and
\u2022other intangible assets such as other administrative software.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 13 | \n\n Intangible assets | \n
Intangible assets comprise mainly content assets, both acquired and developed internally, scripted programs with an international potential, distribution advances with third parties, software and intangible assets recognised as part of PPA.
Other intangible assets include rights for the movie adaptation of books.
| \n (in \u20ac million) | \n\n 2023 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognised as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2023 | \n\n 687.2 | \n\n 0.2 | \n\n 30.2 | \n\n 212.7 | \n\n 43.6 | \n\n 974.6 | \n
| \n Investments | \n\n 40.0 | \n\n 0.0 | \n\n 0.4 | \n\n - | \n\n 11.2 | \n\n 51.6 | \n
| \n Divestitures | \n\n (4.5) | \n\n - | \n\n - | \n\n - | \n\n (0.1) | \n\n (4.6) | \n
| \n Changes in consolidation scope | \n\n 1.6 | \n\n - | \n\n - | \n\n 8.2 | \n\n 0.2 | \n\n 10.0 | \n
| \n Translation differences | \n\n 5.3 | \n\n - | \n\n - | \n\n 2.0 | \n\n 0.1 | \n\n 7.5 | \n
| \n Reclassifications and others(1) | \n\n 12.2 | \n\n (0.1) | \n\n (0.4) | \n\n (0.9) | \n\n (1.7) | \n\n 9.1 | \n
| \n As of 31\u00a0December 2023 | \n\n 742.5 | \n\n 0.2 | \n\n 30.2 | \n\n 222.0 | \n\n 53.3 | \n\n 1,048.1 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2023 | \n\n (652.1) | \n\n - | \n\n (20.7) | \n\n (72.0) | \n\n (35.1) | \n\n (779.8) | \n
| \n Depreciation and amortization | \n\n (46.1) | \n\n - | \n\n (3.8) | \n\n (20.6) | \n\n (1.2) | \n\n (71.6) | \n
| \n Divestitures and impairment losses | \n\n 4.4 | \n\n - | \n\n - | \n\n - | \n\n 0.1 | \n\n 4.6 | \n
| \n Changes in consolidation scope | \n\n 2.1 | \n\n (0.1) | \n\n - | \n\n - | \n\n (0.1) | \n\n 2.0 | \n
| \n Translation differences | \n\n (5.2) | \n\n 0.1 | \n\n - | \n\n (0.7) | \n\n (0.2) | \n\n (6.0) | \n
| \n Reclassifications and others(1) | \n\n 3.8 | \n\n - | \n\n 3.7 | \n\n - | \n\n 0.1 | \n\n 7.6 | \n
| \n As of 31\u00a0December 2023 | \n\n (693.0) | \n\n 0.0 | \n\n (20.8) | \n\n (93.3) | \n\n (36.4) | \n\n (843.4) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 35.7 | \n\n 0.2 | \n\n 9.5 | \n\n 140.7 | \n\n 8.5 | \n\n 194.8 | \n
| \n As of 31\u00a0December | \n\n 49.5 | \n\n 0.2 | \n\n 9.4 | \n\n 128.7 | \n\n 17.0 | \n\n 204.8 | \n
| \n Of which internally developed | \n\n \u00a0 | \n\n \u00a0 | \n\n 8.8 | \n\n \u00a0 | \n\n \u00a0 | \n\n 8.8 | \n
| \n (1)Reclassification of \u20ac11.3 million on content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||||
| \n Content assets and formats | \n\n Content assets and formats in progress | \n\n Software | \n\n Intangible assets recognised as part of PPA | \n\n Other intangible assets | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 668.6 | \n\n - | \n\n 26.5 | \n\n 221.0 | \n\n 60.9 | \n\n 977.1 | \n
| \n Investments | \n\n 36.1 | \n\n - | \n\n 4.3 | \n\n \u00a0 | \n\n 3.3 | \n\n 43.7 | \n
| \n Divestitures | \n\n (0.2) | \n\n - | \n\n (0.6) | \n\n - | \n\n (16.1) | \n\n (16.9) | \n
| \n Changes in consolidation scope | \n\n (6.4) | \n\n 1.1 | \n\n - | \n\n (3.3) | \n\n (0.2) | \n\n (8.8) | \n
| \n Translation differences | \n\n (20.3) | \n\n - | \n\n - | \n\n (6.6) | \n\n (1.3) | \n\n (28.2) | \n
| \n Reclassifications and others(1) | \n\n 10.1 | \n\n (0.8) | \n\n - | \n\n 1.7 | \n\n (3.2) | \n\n 7.8 | \n
| \n As of 31\u00a0December 2022 | \n\n 687.8 | \n\n 0.2 | \n\n 30.2 | \n\n 212.7 | \n\n 43.7 | \n\n 974.6 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (617.2) | \n\n - | \n\n (15.9) | \n\n (55.0) | \n\n (52.3) | \n\n (740.3) | \n
| \n Depreciation and amortization | \n\n (60.7) | \n\n - | \n\n (5.4) | \n\n (18.7) | \n\n (2.0) | \n\n (86.7) | \n
| \n Divestitures and impairment losses | \n\n 0.1 | \n\n - | \n\n 0.6 | \n\n - | \n\n 18.5 | \n\n 19.2 | \n
| \n Changes in consolidation scope | \n\n 7.7 | \n\n - | \n\n - | \n\n 1.3 | \n\n (1.8) | \n\n 7.1 | \n
| \n Translation differences | \n\n 18.4 | \n\n - | \n\n - | \n\n 2.0 | \n\n 0.9 | \n\n 21.3 | \n
| \n Reclassifications and others(1) | \n\n (0.4) | \n\n - | \n\n - | \n\n (1.6) | \n\n 1.7 | \n\n (0.4) | \n
| \n As of 31\u00a0December 2022 | \n\n (652.1) | \n\n - | \n\n (20.7) | \n\n (72.0) | \n\n (35.1) | \n\n (779.8) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 51.4 | \n\n - | \n\n 10.7 | \n\n 166.1 | \n\n 8.7 | \n\n 236.7 | \n
| \n As of 31\u00a0December | \n\n 35.7 | \n\n 0.2 | \n\n 9.5 | \n\n 140.7 | \n\n 8.6 | \n\n 194.8 | \n
| \n Of which internally developed | \n\n - | \n\n - | \n\n 8.7 | \n\n - | \n\n - | \n\n 8.7 | \n
| \n (1)Reclassification of \u20ac10.1 million content assets is mainly explained by reclassification of some scripted programs initially classified into work in progress and had been reclassified in intangible assets given the international future expected revenue. | \n
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Value as of 1\u00a0January | \n\n 14.0 | \n\n 11.1 | \n
| \n Results of the period | \n\n (4.3) | \n\n (2.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase(1) | \n\n 19.9 | \n\n - | \n
| \n Change in consolidation scope | \n\n - | \n\n 1.0 | \n
| \n Foreign currency translation reserve | \n\n (0.1) | \n\n (0.2) | \n
| \n Change in consolidation method | \n\n (0.2) | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 1.2 | \n\n 3.5 | \n
| \n Others(2) | \n\n 1.4 | \n\n 1.1 | \n
| \n Value as of 31\u00a0December | \n\n 31.7 | \n\n 14.0 | \n
| \n (1)Capital increase is related to investment by content production & distribution business in the USA, the UK and Italy. (2)In 2023, caption \u201cothers\u201d is fully related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG. | \n
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Endemol Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Holdings Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Southern Star Pty. Ltd. | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 4 PTY Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 7 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 8 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA PRODUCTIONS 9 PTY LTD | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Services Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n HQWS APAC\u00a0 PTY LTD | \n\n Australia | \n\n 24.73% | \n\n 0.00% | \n
| \n Rosebud Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Commercial Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Productions No 1\u00a0 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No 2 pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No. 3 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n SCREENTIME Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Belgium | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n EndemolShine Belgium N.V. | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n JONNYDEPONY BV | \n\n Belgium | \n\n 50.07% | \n\n 47.12% | \n
| \n A F\u00c1BRICA ENTRETENIMENTO E PARTICIPA\u00c7\u00d5ES S.A. | \n\n Brazil | \n\n 50.00% | \n\n 0.00% | \n
| \n Endemol Shine Brasil Produ\u00e7\u00f4es Ltda | \n\n Brazil | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Denmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY NORDIC HOLDING Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Danmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Metronome Productions A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM TV A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n PINEAPPLE ENTERTAINMENT ApS | \n\n Denmark | \n\n 50.00% | \n\n 47.05% | \n
| \n RESPIRATOR MEDIA & DEVELOPMENT A/S | \n\n Denmark | \n\n 49.12% | \n\n 46.22% | \n
| \n Yellow Bird Films ApS | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing (Fiji) Pte Limited | \n\n Fiji | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY FINLAND OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY Holding Suomi OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Finland Oy | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Finland OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n 4-3-3 Production | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Adventure Line Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Air Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n ALP Music | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Alphonse Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Atlantis Factory | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Banijay Central 3 | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Clipping | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Banijay Content | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n BANIJAY EDITING | \n\n France | \n\n 73.53% | \n\n 30.72% | \n
| \n Banijay France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Live Events | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod \u00e7a Tourne | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod Editing | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY PRODUCTION MEDIA | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Social Media SAS | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n Banijay Studios France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Studios France MA2 SAS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Talent | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n BASE RECORDS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Beau Soir Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Connecting Prod | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n D.M.L.S TV | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Films | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Productions | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n Endemol Fiction | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Production | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Festival'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Fiction'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O DIVERTISSEMENT | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O FICTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O JEUX | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O PRODUCTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n IMAGES ON AIR | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM Presse | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Lodition | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Monello Productions | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Montmartre Films | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Non Stop Edition | \n\n France | \n\n 44.83% | \n\n 42.19% | \n
| \n Non Stop Productions | \n\n France | \n\n 40.85% | \n\n 38.44% | \n
| \n Ollenom Studio | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Pistache TV | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Pitchipo\u00ef Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Puzzle Media | \n\n France | \n\n 50.00% | \n\n 47.05% | \n
| \n Screenline | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n SCREENLINE SPV1 | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n Soci\u00e9t\u00e9 Miss France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Kilim SNC | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Maboul | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Survivor Central Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Talent Lab | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Terence Films | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Tooco | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Upper Talent SAS | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Vision Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Yasuke | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Zodiak Kids Studio France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Media Germany GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n BRAINPOOL Live Entertainment GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Banijay Productions Germany GmbH | \n\n Germany | \n\n 74.71% | \n\n 70.31% | \n
| \n BRAINPOOL Beteilligungsgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Cape Cross Studio und Filmlichtgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n en2rage Management & Consulting GmbH | \n\n Germany | \n\n 20.46% | \n\n 19.25% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Major.Minor Musikverlag GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Mile 108 Gripstore GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MTS Management T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 70.78% | \n\n 66.61% | \n
| \n M\u00fcnsteraner Tourneeservice MTS Live GmbH | \n\n Germany | \n\n 62.91% | \n\n 59.21% | \n
| \n NOISY PICTURES GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n OGP Live GmbH i.G. | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n OGP only good people GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n POTATOHEAD PICTURES GmbH | \n\n Germany | \n\n 55.05% | \n\n 0.00% | \n
| \n Raab TV-Produktion GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Rainer Laux Productions GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n WeMynd GmbH | \n\n Germany | \n\n 14.16% | \n\n 13.32% | \n
| \n Endemol India Private Limited | \n\n India | \n\n 98.04% | \n\n 92.26% | \n
| \n Ink Pen Media Private Limited | \n\n India | \n\n 98.03% | \n\n 92.25% | \n
| \n Logline Production Private Ltd | \n\n India | \n\n 97.06% | \n\n 91.34% | \n
| \n SEVENTAURAUS ENTERTAINMENT STUDIO PRIVATE LIMITED | \n\n India | \n\n 49.12% | \n\n 46.22% | \n
| \n Beyond Entertainment Holdings Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights (Ireland) Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights Distribution Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n HL Beyond Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Melodia Limited | \n\n Ireland | \n\n 32.68% | \n\n 0.00% | \n
| \n Endemol Israel Ltd | \n\n Israel | \n\n 95.53% | \n\n 89.89% | \n
| \n Movie Plus Productions (2005) Ltd. | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n Paolina Jerusalem Productions Ltd | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n 4 FRIENDS SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Ascent Film S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ATLANTIS FILM & VIDEO SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n AURORA TV SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Balich Wonder Studio SpA | \n\n Italy | \n\n 86.54% | \n\n 0.00% | \n
| \n Banijay Italia Holding S.R.L. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ITALIA SpA | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Music Italy SrL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY STUDIOS ITALY SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Bigb Holding SrL | \n\n Italy | \n\n 50.00% | \n\n 0.00% | \n
| \n DOGHEAD ANIMATION APULIA S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n DOGHEAD ANIMATION S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n Endemol Shine Italy S.p.A. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n For Fun Distribution S.r.l | \n\n Italy | \n\n 34.65% | \n\n 32.61% | \n
| \n Groenlandia S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ITV\u00a0 MOVIE SRL | \n\n Italy | \n\n 89.46% | \n\n 84.19% | \n
| \n L'Officina SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MadDoll Srl | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MOBO S.r.l | \n\n Italy | \n\n 19.25% | \n\n 18.12% | \n
| \n MOVIMENTI PRODUCTION SRL | \n\n Italy | \n\n 38.50% | \n\n 36.23% | \n
| \n NON PANIC SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n RAIN FROG S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n ROCKET MUSIC PUBLISHING S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n Banijay Mexico and US Hispanic, S.A.P.I. de C.V. | \n\n Mexico | \n\n 49.98% | \n\n 47.03% | \n
| \n Boomdog Studios, S.A. de C.V. | \n\n Mexico | \n\n 49.80% | \n\n 46.87% | \n
| \n Endemol Shine Boomdog Holding, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine Boomdog, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n 625 TV Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 8th Continent Film Production | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n After The Break Productions B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Blockbuster Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Call 909 Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Central Media Station Holding BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Costa Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n De Mol Catalyst B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Licentie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nederland Film B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Participatie TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Personeel B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine IP B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Scripted B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sport B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sports Investments B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n ES NL Scripted Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Escape TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Geheugenspel Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Gouden Uur TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Haagse Bluf TV Produkties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Human Playground TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Neem Me Mee Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film en TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Palm Plus Music Publishing BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Posh Productions B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scenery B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scriptstudio B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Simpel Formats BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SimpelZodiak BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Participaties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Southfields B.V. | \n\n Netherlands | \n\n 81.67% | \n\n 76.85% | \n
| \n Topkapi Films B.V. | \n\n Netherlands | \n\n 50.01% | \n\n 47.06% | \n
| \n TVBV BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Twentytwo Producties B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 0.00% | \n
| \n Van der Valk TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Vuurwerk TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 153 Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Dead Head Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA US Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n First Responders Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Quimbo's Quest Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Remarkable Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime New Zealand Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Straight Forward Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE GULF PRODUCTIONS LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE SUMMIT PRODUCTIONS NZ 2022 LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Norway AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Beforeigners Production AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Entertainment AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n NB Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Nordisk Banijay AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon TV AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Screen Media AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Norge AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Polska Sp. z.o.o. | \n\n Poland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Portugal, Unipessoal Lda. | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Portocabo Atlantico Unipessoal Lda. | \n\n Portugal | \n\n 74.02% | \n\n 69.66% | \n
| \n Shine Iberia Portugal, Unipessoal, Lda | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Vostok LLC | \n\n Russian Federation | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing Ltd | \n\n Samoa | \n\n 98.04% | \n\n 92.26% | \n
| \n BWS KSA | \n\n Saudi Arabia | \n\n 46.67% | \n\n 0.00% | \n
| \n HQWS KSA | \n\n Saudi Arabia | \n\n 23.80% | \n\n 0.00% | \n
| \n MC World App | \n\n Spain | \n\n 29.41% | \n\n 0.00% | \n
| \n 1992 La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n 30 Monedas La Serie SL | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Anciana Milenaria SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Banijay Iberia SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Crespeth Films AIE | \n\n Spain | \n\n 49.51% | \n\n 46.59% | \n
| \n CUARZO Producciones SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Culpa Mia SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n DE LORENZO PRODUCCIONES E INVERSIONES SL | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n DIAGONAL TELEVISIO SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Endemol, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Proyectos SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Global Palenove SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n La Otra casa La Pel\u00edcula AIE | \n\n Spain | \n\n 50.00% | \n\n 47.05% | \n
| \n LaLiga Studios S.L. | \n\n Spain | \n\n 50.00% | \n\n 0.00% | \n
| \n Largas Sombras S.L.U. | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n Magnolia TV Espana | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Monos con Pistolas La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Non Stop People Espana SL | \n\n Spain | \n\n 93.13% | \n\n 87.64% | \n
| \n Perfectos Desconocidos AIE | \n\n Spain | \n\n 25.01% | \n\n 23.54% | \n
| \n Pokeepsie Films, S.L. | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Portocabo Canarias SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo Mediterraneo SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo TV SL | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Producciones Sol Naciente, AIE | \n\n Spain | \n\n 48.97% | \n\n 46.08% | \n
| \n Project Academy Series SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n R. Zinman Productions, A.I.E. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Sabinas Diagonal S.L. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Iberia S.L.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fear Collection III AIE | \n\n Spain | \n\n 49.53% | \n\n 46.61% | \n
| \n Zeppelin Television, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Filmlance International AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Friday TV AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Enterprises AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Management AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Sverige AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n MAGFIVE Content AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Creative | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Media Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Meter Television AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM & TV PRODUKTION AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Scripted Post | \n\n Sweden | \n\n 98.04% | \n\n 0.00% | \n
| \n Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Solsidan Produktion HB | \n\n Sweden | \n\n 49.02% | \n\n 46.13% | \n
| \n STO-CPH Produktion AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n We Are Post AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n B&B Endemol Shine AG | \n\n Switzerland | \n\n 39.71% | \n\n 37.37% | \n
| \n HQ Worldwide Shows LLC | \n\n United Arab Emirates | \n\n 23.79% | \n\n 0.00% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Among Giants Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio Management Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio TV Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bad Ed The Movie Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay (Central) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Group Services Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Kids & Family (Holding) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n BANIJAY MEDIA LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Rights Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Beyond Rights | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight (On The Edge Season 4) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Castaway Television Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Channel 12 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dangerous Films Limited | \n\n United Kingdom | \n\n 63.77% | \n\n 60.01% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DINOPAWS UK Limited | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Drama Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 2 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 3 LTD | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 4 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BITW) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Group Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ESUK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 44.12% | \n\n 41.52% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (AM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Domina) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Fortitude 3) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Guerrilla) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (KAW2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n FKAI productions Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n GRAYPOOLE Films Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n HANK ZIPZER Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Hawkshead Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial (Seaforth) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Frankies House) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Horse Opera) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n IWC Media Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Izenda Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kale TV Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n Kindle (Little Darlings) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (Big and Small) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (HANK ZIPZER) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KINDLE ENTERTAINMENT LIMITED | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KISS ME FIRST Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Kudos (BG) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Broadchurch) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Burn Up) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Child) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Code 404) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deadwater) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deep Water) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Eternal) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 8) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 9) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Five) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Four) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Seven) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Six) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Gunpowder) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Hour) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans Three) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (L&O) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Law) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Manhattan) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Morton) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Occupation) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Orange Shirt) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (River) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS 2) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Spooks) CP Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Squirrel) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n KUDOS (THIS TOWN) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tin Star) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Troy) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tsunami) | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tunnel) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Two Weeks) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (WM) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (You) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Film & Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Hustle Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Rights Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lomond Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lovely Day Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Mam Tor Productions (Chloe) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Scotland) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Wild Lion) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions Limited | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Neon Ink Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Newincco 1151 Ltd | \n\n United Kingdom | \n\n 49.03% | \n\n 46.14% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n OP MEDIA Ltd | \n\n United Kingdom | \n\n 78.43% | \n\n 73.81% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n RDF Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Secret Life\u00a0 of Boys 5\u00a0 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine TV Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (SPV) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (YCOM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Simon's Cat Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Sound Pocket Music Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Spooks Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n THE A LIST (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n THE A LIST 2 (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n The Boys Are Back In Town Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Comedy Unit Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 2 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 3 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Forge Entertainment (AB4) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (AB5) Ltd. | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Ackley Bridge) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (BE2) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Debutante) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (DM) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Elizabeth) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (GenZ) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Highlands & Islands) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Home) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Kiri) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Marriage) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (National Treasure) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Productions) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Roadkill) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (ROTG) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Sandrine) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Shardlake) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Light) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Miniaturist) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment Limited | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Foundation T.V. Productions (Scotland) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n The Natural Studios Limited | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n TIGER ASPECT (3LB) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (BH&MP) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Fortitude 2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Good Karma) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (KAW) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Viewpoint) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Animation Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Assets Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Curfew) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street 4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Films Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Kids & Family Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Pictures (Dog Eat Dog) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Royston Vasey) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Tosspot) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n TIGER ASPECT PRODUCTIONS (HEATWAVE) LIMITED\u200b | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Victoria Real Ltd. | \n\n United Kingdom | \n\n 96.52% | \n\n 90.83% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig 2) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild West (Initial) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Wonder Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee (Crouch) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee Documentary Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n YELLOW BIRD PRODUCTIONS UK LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Distributions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Young Bwark Limited | \n\n United Kingdom | \n\n 49.02% | \n\n 46.13% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Kids & Family Distribution Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids & Family Productions UK Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids UK Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Music Publishing Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n 1953 LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 1982 Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 247 W, 37th ST Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 51 Minds Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n 51 Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n All Knight Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Anonymous Music Library, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Ant Eggs Rentals LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Argyle Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Atrium Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment Holding, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US II INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US, INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY GROUP US HOLDING INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Mexico and US Hispanic, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Berkeley Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Apple LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Peach Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Big Ant Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n BL4 Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BMP Films Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Bona Fide Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Brigadier Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BSNA Entertainment LLC | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n BUNIM MURRAY PRODUCTIONS INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BUNIM MURRAY PRODUCTIONS LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Burbank North Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Candlestick Entertainment, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n CCCM Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Clock Tower Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Coconunu Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Complete Solution Pictures and Sound | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Creole Manny LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Cristal Ball Enterprises LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Crosswalk Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Deep Dish Productions of Chicago LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Distance Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Dos Producciones LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Beyond USA, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Latino N.A., Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Boomdog, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine SPV, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine US Office LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Studios | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Holding, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Front Yard Productions Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Go Ahead Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Gramercy\u00a0Global\u00a0Entertainment | \n\n United States | \n\n 58.33% | \n\n 54.89% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Hashtag Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hippocritical Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hizzoner LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Brewed Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Run Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Impresario Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n In the Keys Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Keeping Track Music Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lars & Son Moisture Farm LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock and Key Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock Cut 9 LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Look Both Ways Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Cable Television Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Theory Entertainment, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Media Production Services, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Middleman LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mindring Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mobility Productions, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Monte Pictures LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mountain View Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Navy Street Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n No Doubt Post Production, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Note Republic LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n NoVat Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Only on Oxnard LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Organized Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Ink LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Media, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Our House Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Oxnard Cats Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Palisade Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle VFX LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Pico Script Lab, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n PMPGL LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Production Support Services, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Proton Production LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Road Rules Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Rough Cut Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n RW Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Screenbox LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Shadows of Doubt LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n SHEA OFFICE SPACE AND FURNISHINGS | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Shine Television LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine US Holdings Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Snack Tray Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Spring Break Films LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n STEPHEN DAVID ENTERTAINMENT LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Stephen David Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Suns Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Sunset Ventures Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Superior Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Swampy Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tabula Rasa Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tasty Treat LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n The American Cue Society LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Trade Winds Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Trapeze Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n True Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n True TTH, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Truly Original, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Turnt up Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UBBP Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n United Front Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UP-N-ATOM LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Very Water Logged LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n W, 37th St Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Warren & Whitmore Publishing, LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Westcar LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Wheelhouse Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n World Wars WV LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n YOLO Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zamora Films LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Znak TV Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Americas | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak USA | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zoom Equipment Rentals LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n influence.vision GmbH | \n\n Austria | \n\n 36.62% | \n\n 34.46% | \n
| \n Banijay Live | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Daze MGMT | \n\n France | \n\n 36.77% | \n\n 32.33% | \n
| \n Easy peasy Entertainment SAS | \n\n France | \n\n 0.00% | \n\n 41.52% | \n
| \n Financi\u00e8re EMG | \n\n France | \n\n 4.73% | \n\n 7.03% | \n
| \n Kons'Air | \n\n France | \n\n 19.61% | \n\n 18.45% | \n
| \n M.G. Productions | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Shine Fiction | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 38.54% | \n\n 36.26% | \n
| \n Ladykracher TV-Produktion GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Minestrone TV Produktion GbR | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Greenboo Production S.r.l. | \n\n Italy | \n\n 48.04% | \n\n 0.00% | \n
| \n Content Intelligence B.V. | \n\n Netherlands | \n\n 24.41% | \n\n 0.00% | \n
| \n Crossmex B.V. | \n\n Netherlands | \n\n 58.82% | \n\n 55.36% | \n
| \n Conker Pictures Limited | \n\n United Kingdom | \n\n 24.51% | \n\n 0.00% | \n
| \n Double Dutch Productions Ltd | \n\n United Kingdom | \n\n 48.92% | \n\n 46.04% | \n
| \n Esmeralda Productions Limited | \n\n United Kingdom | \n\n 29.38% | \n\n 0.00% | \n
| \n Immovable Studios Ltd. | \n\n United Kingdom | \n\n 19.61% | \n\n 0.00% | \n
| \n Rabbit Track Pictures Limited | \n\n United Kingdom | \n\n 20.97% | \n\n 0.00% | \n
| \n Ensemble Entertainment LLC | \n\n United States | \n\n 1.47% | \n\n 1.38% | \n
| \n Flow Ventures LLC | \n\n United States | \n\n 36.77% | \n\n 34.60% | \n
| \n Hyphenated Media LLC | \n\n United States | \n\n 4.90% | \n\n 0.00% | \n
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Value as of 1\u00a0January | \n\n 14.0 | \n\n 11.1 | \n
| \n Results of the period | \n\n (4.3) | \n\n (2.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase(1) | \n\n 19.9 | \n\n - | \n
| \n Change in consolidation scope | \n\n - | \n\n 1.0 | \n
| \n Foreign currency translation reserve | \n\n (0.1) | \n\n (0.2) | \n
| \n Change in consolidation method | \n\n (0.2) | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 1.2 | \n\n 3.5 | \n
| \n Others(2) | \n\n 1.4 | \n\n 1.1 | \n
| \n Value as of 31\u00a0December | \n\n 31.7 | \n\n 14.0 | \n
| \n (1)Capital increase is related to investment by content production & distribution business in the USA, the UK and Italy. (2)In 2023, caption \u201cothers\u201d is fully related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG. | \n
The table below presents the percentage of ownership interest in Banijay Group\u2019s subsidiaries held by the Group (including the FL\u00a0Entertainment indirect ownership):
| \n Name of the legal entity | \n\n Country of incorporation | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Endemol Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Holdings Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Australia Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Southern Star Pty. Ltd. | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 1 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 2 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 3 Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 4 PTY Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 5 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 6 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Productions 7 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA Productions 8 PTY LTD | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA PRODUCTIONS 9 PTY LTD | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n ESA Services Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n HQWS APAC\u00a0 PTY LTD | \n\n Australia | \n\n 24.73% | \n\n 0.00% | \n
| \n Rosebud Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Commercial Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime Productions No 1\u00a0 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No 2 pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n Screentime Productions No. 3 Pty Ltd | \n\n Australia | \n\n 96.08% | \n\n 90.41% | \n
| \n SCREENTIME Pty Limited | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Australia Holdings Pty Ltd | \n\n Australia | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Belgium | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n EndemolShine Belgium N.V. | \n\n Belgium | \n\n 98.04% | \n\n 92.26% | \n
| \n JONNYDEPONY BV | \n\n Belgium | \n\n 50.07% | \n\n 47.12% | \n
| \n A F\u00c1BRICA ENTRETENIMENTO E PARTICIPA\u00c7\u00d5ES S.A. | \n\n Brazil | \n\n 50.00% | \n\n 0.00% | \n
| \n Endemol Shine Brasil Produ\u00e7\u00f4es Ltda | \n\n Brazil | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Denmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY NORDIC HOLDING Aps | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Danmark A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n Metronome Productions A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM TV A/S | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n PINEAPPLE ENTERTAINMENT ApS | \n\n Denmark | \n\n 50.00% | \n\n 47.05% | \n
| \n RESPIRATOR MEDIA & DEVELOPMENT A/S | \n\n Denmark | \n\n 49.12% | \n\n 46.22% | \n
| \n Yellow Bird Films ApS | \n\n Denmark | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing (Fiji) Pte Limited | \n\n Fiji | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY FINLAND OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY Holding Suomi OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Finland Oy | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Finland OY | \n\n Finland | \n\n 98.04% | \n\n 92.26% | \n
| \n 4-3-3 Production | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Adventure Line Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Air Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n ALP Music | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Alphonse Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Atlantis Factory | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Banijay Central 3 | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Clipping | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Banijay Content | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n BANIJAY EDITING | \n\n France | \n\n 73.53% | \n\n 30.72% | \n
| \n Banijay France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY INTERNATIONAL | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Live Events | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod \u00e7a Tourne | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Prod Editing | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY PRODUCTION MEDIA | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Social Media SAS | \n\n France | \n\n 73.53% | \n\n 0.00% | \n
| \n Banijay Studios France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Studios France MA2 SAS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Talent | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n BASE RECORDS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Beau Soir Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Connecting Prod | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n D.M.L.S TV | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Films | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n DMLS Productions | \n\n France | \n\n 68.63% | \n\n 64.58% | \n
| \n Endemol Fiction | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Production | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Festival'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Fiction'Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n G\u00e9t\u00e9v\u00e9 Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O DIVERTISSEMENT | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O FICTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O JEUX | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n H2O PRODUCTIONS | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n IMAGES ON AIR | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n KM Presse | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Lodition | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Monello Productions | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Montmartre Films | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Non Stop Edition | \n\n France | \n\n 44.83% | \n\n 42.19% | \n
| \n Non Stop Productions | \n\n France | \n\n 40.85% | \n\n 38.44% | \n
| \n Ollenom Studio | \n\n France | \n\n 74.51% | \n\n 70.12% | \n
| \n Pistache TV | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Pitchipo\u00ef Productions | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Puzzle Media | \n\n France | \n\n 50.00% | \n\n 47.05% | \n
| \n Screenline | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n SCREENLINE SPV1 | \n\n France | \n\n 75.98% | \n\n 92.26% | \n
| \n Soci\u00e9t\u00e9 Miss France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Kilim SNC | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Studio Maboul | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Survivor Central Productions | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Talent Lab | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Terence Films | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Tooco | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Upper Talent SAS | \n\n France | \n\n 73.53% | \n\n 69.20% | \n
| \n Vision Air | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Yasuke | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Zodiak Kids Studio France | \n\n France | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Media Germany GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n BRAINPOOL Live Entertainment GmbH | \n\n Germany | \n\n 78.65% | \n\n 74.01% | \n
| \n Banijay Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Banijay Productions Germany GmbH | \n\n Germany | \n\n 74.71% | \n\n 70.31% | \n
| \n BRAINPOOL Beteilligungsgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n BRAINPOOL TV GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Cape Cross Studio und Filmlichtgesellschaft mbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n en2rage Management & Consulting GmbH | \n\n Germany | \n\n 20.46% | \n\n 19.25% | \n
| \n Endemol Shine Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Endemol Shine Group Germany GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Good Times Fernsehproduktions GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Lucky Pics GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n MadeFor Film GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MadeFor Music Publishing GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Major.Minor Musikverlag GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Mile 108 Gripstore GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n MTS Management T\u00f6ne Stallmeyer GmbH | \n\n Germany | \n\n 70.78% | \n\n 66.61% | \n
| \n M\u00fcnsteraner Tourneeservice MTS Live GmbH | \n\n Germany | \n\n 62.91% | \n\n 59.21% | \n
| \n NOISY PICTURES GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n OGP Live GmbH i.G. | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n OGP only good people GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n POTATOHEAD PICTURES GmbH | \n\n Germany | \n\n 55.05% | \n\n 0.00% | \n
| \n Raab TV-Produktion GmbH | \n\n Germany | \n\n 78.64% | \n\n 74.01% | \n
| \n Rainer Laux Productions GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n SR Management GmbH | \n\n Germany | \n\n 40.11% | \n\n 37.74% | \n
| \n WeMynd GmbH | \n\n Germany | \n\n 14.16% | \n\n 13.32% | \n
| \n Endemol India Private Limited | \n\n India | \n\n 98.04% | \n\n 92.26% | \n
| \n Ink Pen Media Private Limited | \n\n India | \n\n 98.03% | \n\n 92.25% | \n
| \n Logline Production Private Ltd | \n\n India | \n\n 97.06% | \n\n 91.34% | \n
| \n SEVENTAURAUS ENTERTAINMENT STUDIO PRIVATE LIMITED | \n\n India | \n\n 49.12% | \n\n 46.22% | \n
| \n Beyond Entertainment Holdings Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights (Ireland) Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Beyond Rights Distribution Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n HL Beyond Limited | \n\n Ireland | \n\n 98.04% | \n\n 0.00% | \n
| \n Melodia Limited | \n\n Ireland | \n\n 32.68% | \n\n 0.00% | \n
| \n Endemol Israel Ltd | \n\n Israel | \n\n 95.53% | \n\n 89.89% | \n
| \n Movie Plus Productions (2005) Ltd. | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n Paolina Jerusalem Productions Ltd | \n\n Israel | \n\n 48.72% | \n\n 45.85% | \n
| \n 4 FRIENDS SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Ascent Film S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ATLANTIS FILM & VIDEO SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n AURORA TV SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Balich Wonder Studio SpA | \n\n Italy | \n\n 86.54% | \n\n 0.00% | \n
| \n Banijay Italia Holding S.R.L. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ITALIA SpA | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Music Italy SrL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY STUDIOS ITALY SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n Bigb Holding SrL | \n\n Italy | \n\n 50.00% | \n\n 0.00% | \n
| \n DOGHEAD ANIMATION APULIA S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n DOGHEAD ANIMATION S.r.l | \n\n Italy | \n\n 32.73% | \n\n 30.80% | \n
| \n Endemol Shine Italy S.p.A. | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n For Fun Distribution S.r.l | \n\n Italy | \n\n 34.65% | \n\n 32.61% | \n
| \n Groenlandia S.r.l. | \n\n Italy | \n\n 50.00% | \n\n 47.05% | \n
| \n ITV\u00a0 MOVIE SRL | \n\n Italy | \n\n 89.46% | \n\n 84.19% | \n
| \n L'Officina SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MadDoll Srl | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n MOBO S.r.l | \n\n Italy | \n\n 19.25% | \n\n 18.12% | \n
| \n MOVIMENTI PRODUCTION SRL | \n\n Italy | \n\n 38.50% | \n\n 36.23% | \n
| \n NON PANIC SRL | \n\n Italy | \n\n 98.04% | \n\n 92.26% | \n
| \n RAIN FROG S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n ROCKET MUSIC PUBLISHING S.r.l | \n\n Italy | \n\n 19.64% | \n\n 18.48% | \n
| \n Banijay Mexico and US Hispanic, S.A.P.I. de C.V. | \n\n Mexico | \n\n 49.98% | \n\n 47.03% | \n
| \n Boomdog Studios, S.A. de C.V. | \n\n Mexico | \n\n 49.80% | \n\n 46.87% | \n
| \n Endemol Shine Boomdog Holding, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine Boomdog, S.A.P.I. de C.V. | \n\n Mexico | \n\n 50.00% | \n\n 47.05% | \n
| \n 625 TV Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 8th Continent Film Production | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n After The Break Productions B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Benelux Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Blockbuster Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Call 909 Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Central Media Station Holding BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Costa Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n De Mol Catalyst B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Licentie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nederland Film B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Participatie TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Personeel B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine IP B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nederland Producties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Scripted B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sport B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Sports Investments B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n ES NL Scripted Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Escape TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Geheugenspel Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Gouden Uur TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Haagse Bluf TV Produkties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Human Playground TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Neem Me Mee Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film en TV B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL Film Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n NL TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Palm Plus Music Publishing BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Posh Productions B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scenery B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 47.05% | \n
| \n Scriptstudio B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Simpel Formats BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SimpelZodiak BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Holding B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Media B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n SNP Participaties B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Southfields B.V. | \n\n Netherlands | \n\n 81.67% | \n\n 76.85% | \n
| \n Topkapi Films B.V. | \n\n Netherlands | \n\n 50.01% | \n\n 47.06% | \n
| \n TVBV BV | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Twentytwo Producties B.V. | \n\n Netherlands | \n\n 50.00% | \n\n 0.00% | \n
| \n Van der Valk TV Production B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n Vuurwerk TV Productie B.V. | \n\n Netherlands | \n\n 98.04% | \n\n 92.26% | \n
| \n 153 Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Dead Head Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n ESA US Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n First Responders Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Quimbo's Quest Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Remarkable Productions NZ Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Screentime New Zealand Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Straight Forward Productions Limited | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE GULF PRODUCTIONS LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n THE SUMMIT PRODUCTIONS NZ 2022 LIMITED | \n\n New Zealand | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Norway AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Beforeigners Production AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Entertainment AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n NB Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Nordisk Banijay AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon Produksjon AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Rubicon TV AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Screen Media AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Norge AS | \n\n Norway | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Polska Sp. z.o.o. | \n\n Poland | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Portugal, Unipessoal Lda. | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Portocabo Atlantico Unipessoal Lda. | \n\n Portugal | \n\n 74.02% | \n\n 69.66% | \n
| \n Shine Iberia Portugal, Unipessoal, Lda | \n\n Portugal | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Vostok LLC | \n\n Russian Federation | \n\n 98.04% | \n\n 92.26% | \n
| \n The Landing Ltd | \n\n Samoa | \n\n 98.04% | \n\n 92.26% | \n
| \n BWS KSA | \n\n Saudi Arabia | \n\n 46.67% | \n\n 0.00% | \n
| \n HQWS KSA | \n\n Saudi Arabia | \n\n 23.80% | \n\n 0.00% | \n
| \n MC World App | \n\n Spain | \n\n 29.41% | \n\n 0.00% | \n
| \n 1992 La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n 30 Monedas La Serie SL | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Anciana Milenaria SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Banijay Iberia SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Crespeth Films AIE | \n\n Spain | \n\n 49.51% | \n\n 46.59% | \n
| \n CUARZO Producciones SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Culpa Mia SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n DE LORENZO PRODUCCIONES E INVERSIONES SL | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n DIAGONAL TELEVISIO SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Endemol, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Gestmusic Proyectos SLU | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Global Palenove SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n La Otra casa La Pel\u00edcula AIE | \n\n Spain | \n\n 50.00% | \n\n 47.05% | \n
| \n LaLiga Studios S.L. | \n\n Spain | \n\n 50.00% | \n\n 0.00% | \n
| \n Largas Sombras S.L.U. | \n\n Spain | \n\n 49.02% | \n\n 46.13% | \n
| \n Magnolia TV Espana | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Monos con Pistolas La Serie SLU | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Non Stop People Espana SL | \n\n Spain | \n\n 93.13% | \n\n 87.64% | \n
| \n Perfectos Desconocidos AIE | \n\n Spain | \n\n 25.01% | \n\n 23.54% | \n
| \n Pokeepsie Films, S.L. | \n\n Spain | \n\n 50.03% | \n\n 47.08% | \n
| \n Portocabo Canarias SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo Mediterraneo SLU | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Portocabo TV SL | \n\n Spain | \n\n 74.02% | \n\n 69.66% | \n
| \n Producciones Sol Naciente, AIE | \n\n Spain | \n\n 48.97% | \n\n 46.08% | \n
| \n Project Academy Series SL | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n R. Zinman Productions, A.I.E. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Sabinas Diagonal S.L. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Iberia S.L.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fear Collection III AIE | \n\n Spain | \n\n 49.53% | \n\n 46.61% | \n
| \n Zeppelin Television, S.A.U. | \n\n Spain | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Filmlance International AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Friday TV AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Enterprises AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Management AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Jarowskij Sverige AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n MAGFIVE Content AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Creative | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Mastiff Media Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Meter Television AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n NORDISK FILM & TV PRODUKTION AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Scripted Post | \n\n Sweden | \n\n 98.04% | \n\n 0.00% | \n
| \n Shine Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Solsidan Produktion HB | \n\n Sweden | \n\n 49.02% | \n\n 46.13% | \n
| \n STO-CPH Produktion AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n We Are Post AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Holding AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n Yellow Bird Nordics AB | \n\n Sweden | \n\n 98.04% | \n\n 92.26% | \n
| \n B&B Endemol Shine AG | \n\n Switzerland | \n\n 39.71% | \n\n 37.37% | \n
| \n HQ Worldwide Shows LLC | \n\n United Arab Emirates | \n\n 23.79% | \n\n 0.00% | \n
| \n 21CF Shine Holdings UK Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Among Giants Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio Management Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Artists' Studio TV Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bad Ed The Movie Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bandit (Delicious 3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay (Central) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Brands Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Group Services Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Kids & Family (Holding) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n BANIJAY MEDIA LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Rights Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay UK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bazal Productions Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Beyond Rights | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama (S5) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Black Mirror Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight (On The Edge Season 4) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n BlackLight Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brighter Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy (MHB) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Brown Eyed Boy Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Bwark Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Castaway Television Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Channel 12 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ChannelFlip Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dangerous Films Limited | \n\n United Kingdom | \n\n 63.77% | \n\n 60.01% | \n
| \n Darlow Smithson Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DINOPAWS UK Limited | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Douglas Road Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Drama Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dragonfly Film and Television Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Dream Alliance Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 2 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 3 LTD | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama 4 Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n DSP Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Edam SLB Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BITW) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (BTR) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin (GOG) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Electric Robin Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Gaming Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Group Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol UK Holding Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n ESUK Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fall Productions Ltd | \n\n United Kingdom | \n\n 44.12% | \n\n 41.52% | \n
| \n Far Moor Media Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (AM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Domina) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Fortitude 3) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (Guerrilla) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms (KAW2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Fifty Fathoms Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n FKAI productions Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Good Catch Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n GRAYPOOLE Films Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Guilder Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n HANK ZIPZER Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Hawkshead Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Holy Moly Entertainment Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n House of Tomorrow Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial (Seaforth) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Frankies House) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television (Horse Opera) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Initial Film & Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n IWC Media Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Izenda Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kale TV Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n Kindle (Little Darlings) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (Big and Small) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment (HANK ZIPZER) Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KINDLE ENTERTAINMENT LIMITED | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n Kindle Entertainment Productions Ltd | \n\n United Kingdom | \n\n 57.19% | \n\n 36.33% | \n
| \n KISS ME FIRST Ltd | \n\n United Kingdom | \n\n 19.30% | \n\n 18.17% | \n
| \n Kudos (BG) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Broadchurch) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Burn Up) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Child) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Code 404) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deadwater) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Deep Water) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Eternal) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 8) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester 9) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Five) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Four) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Seven) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester Six) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Grantchester) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Gunpowder) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Hour) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans Three) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Humans) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (L&O) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Law) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Manhattan) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Morton) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Occupation) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Orange Shirt) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (River) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS 2) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (SAS) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Spooks) CP Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Squirrel) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n KUDOS (THIS TOWN) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tin Star) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Troy) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tsunami) | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Tunnel) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (Two Weeks) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (WM) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos (You) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Film & Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Hustle Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Rights Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Kudos Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lomond Television Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Lovely Day Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Mam Tor Productions (Chloe) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Scotland) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions (Wild Lion) Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Mam Tor Productions Limited | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n NC Shine Acquisition Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Neon Ink Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n New Moon Rising Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Newincco 1151 Ltd | \n\n United Kingdom | \n\n 49.03% | \n\n 46.14% | \n
| \n Not Driving That Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n OP MEDIA Ltd | \n\n United Kingdom | \n\n 78.43% | \n\n 73.81% | \n
| \n OP Talent Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Princess Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n RDF Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Secret Life\u00a0 of Boys 5\u00a0 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Creative (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Jet Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Midco Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine Pictures (UK) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine TV Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (SPV) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions (YCOM) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Shiny Button Productions limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Simon's Cat Ltd | \n\n United Kingdom | \n\n 50.00% | \n\n 47.05% | \n
| \n Sound Pocket Music Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Spooks Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Superchargers Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Ted\u2019s Top Ten Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Teen Taxis Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n THE A LIST (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n THE A LIST 2 (KEL) Ltd | \n\n United Kingdom | \n\n 38.61% | \n\n 36.33% | \n
| \n The Boys Are Back In Town Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Comedy Unit Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 2 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Fall 3 Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n The Forge Entertainment (AB4) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (AB5) Ltd. | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Ackley Bridge) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (BE2) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Debutante) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (DM) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Elizabeth) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (GenZ) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Highlands & Islands) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Home) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Kiri) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Marriage) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (National Treasure) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Productions) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Roadkill) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (ROTG) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Sandrine) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (Shardlake) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Light) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment (The Miniaturist) Ltd | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Forge Entertainment Limited | \n\n United Kingdom | \n\n 52.88% | \n\n 0.00% | \n
| \n The Foundation T.V. Productions (Scotland) Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n The Natural Studios Limited | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n The Natural Studios Productions Ltd | \n\n United Kingdom | \n\n 59.80% | \n\n 56.28% | \n
| \n TIGER ASPECT (3LB) LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (BH&MP) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Fortitude 2) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (GKH3) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Good Karma) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (KAW) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect (Viewpoint) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Animation Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Assets Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Curfew) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street 4) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama (Ripper Street) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Films Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Financing Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Holdings Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Kids & Family Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Tiger Aspect Pictures (Dog Eat Dog) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Royston Vasey) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures (Tosspot) Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Pictures Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n TIGER ASPECT PRODUCTIONS (HEATWAVE) LIMITED\u200b | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Productions Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Aspect Scotland Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tiger Television Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tigress Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Tronpipe Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Victoria Real Ltd. | \n\n United Kingdom | \n\n 96.52% | \n\n 90.83% | \n
| \n Wild Mercury (Moreton) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig 2) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (The Rig) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury (Troy) Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild Mercury Production Company Limited | \n\n United Kingdom | \n\n 73.53% | \n\n 69.20% | \n
| \n Wild West (Initial) Ltd. | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Wonder Television Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee (Crouch) Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Workerbee Documentary Films Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n YELLOW BIRD PRODUCTIONS UK LIMITED | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Distributions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Yemen Productions Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Young Bwark Limited | \n\n United Kingdom | \n\n 49.02% | \n\n 46.13% | \n
| \n Zeppotron Drama Ltd | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zeppotron Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Kids & Family Distribution Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids & Family Productions UK Limited | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Kids UK Ltd | \n\n United Kingdom | \n\n 75.49% | \n\n 71.04% | \n
| \n Zodiak Music Publishing Limited | \n\n United Kingdom | \n\n 98.04% | \n\n 92.26% | \n
| \n 1953 LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 1982 Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 247 W, 37th ST Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n 51 Minds Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n 51 Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n ACIP CO LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n All Knight Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Anonymous Music Library, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Ant Eggs Rentals LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Argyle Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Atrium Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment Holding, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Entertainment, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Authentic Minds, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US II INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY ENTERTAINMENT HOLDINGS US, INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BANIJAY GROUP US HOLDING INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Banijay Mexico and US Hispanic, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Berkeley Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Apple LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BG Peach Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Big Ant Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n BL4 Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BMP Films Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Bona Fide Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Brigadier Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BSNA Entertainment LLC | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n BUNIM MURRAY PRODUCTIONS INC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n BUNIM MURRAY PRODUCTIONS LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Burbank North Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Candlestick Entertainment, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n CCCM Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Clock Tower Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Coconunu Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Complete Solution Pictures and Sound | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Creole Manny LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Cristal Ball Enterprises LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Crosswalk Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Deep Dish Productions of Chicago LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Distance Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Dos Producciones LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Beyond USA, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Latino N.A., Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine Boomdog, LLC | \n\n United States | \n\n 50.00% | \n\n 47.05% | \n
| \n Endemol Shine SPV, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Shine US Office LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol Studios | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Holding, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Endemol USA Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Front Yard Productions Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Go Ahead Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Gramercy\u00a0Global\u00a0Entertainment | \n\n United States | \n\n 58.33% | \n\n 54.89% | \n
| \n Gulf Stream Media Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Hashtag Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hippocritical Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Hizzoner LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Brewed Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Home Run Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Impresario Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n In the Keys Music LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Keeping Track Music Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lars & Son Moisture Farm LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock and Key Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Lock Cut 9 LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Look Both Ways Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Cable Television Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n M Theory Entertainment, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Media Production Services, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Middleman LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mindring Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mobility Productions, Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Monte Pictures LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Mountain View Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Navy Street Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n No Doubt Post Production, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Note Republic LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n NoVat Productions, LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n Only on Oxnard LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Organized Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Ink LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Original Media, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Our House Productions, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Oxnard Cats Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Palisade Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Particle VFX LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Pico Script Lab, Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n PMPGL LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Production Support Services, LLC. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Proton Production LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Road Rules Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Rough Cut Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n RW Productions Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Screenbox LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Shadows of Doubt LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n SHEA OFFICE SPACE AND FURNISHINGS | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Shine Television LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Shine US Holdings Inc | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Snack Tray Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Spring Break Films LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n STEPHEN DAVID ENTERTAINMENT LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Stephen David Media LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Suns Productions, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Sunset Ventures Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Superior Production Services LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Swampy Projects LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tabula Rasa Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Tasty Treat LLC | \n\n United States | \n\n 49.02% | \n\n 46.13% | \n
| \n The American Cue Society LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Trade Winds Productions Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n Trapeze Productions LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n True Entertainment LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n True TTH, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Truly Original, LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Turnt up Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UBBP Inc | \n\n United States | \n\n 76.77% | \n\n 72.24% | \n
| \n United Front Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n UP-N-ATOM LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Very Water Logged LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n W, 37th St Location Services LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Warren & Whitmore Publishing, LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Westcar LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n Wheelhouse Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n World Wars WV LLC | \n\n United States | \n\n 58.82% | \n\n 55.36% | \n
| \n YOLO Productions LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zamora Films LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Znak TV Inc. | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak Americas | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zodiak USA | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n Zoom Equipment Rentals LLC | \n\n United States | \n\n 98.04% | \n\n 92.26% | \n
| \n influence.vision GmbH | \n\n Austria | \n\n 36.62% | \n\n 34.46% | \n
| \n Banijay Live | \n\n France | \n\n 49.02% | \n\n 46.13% | \n
| \n Daze MGMT | \n\n France | \n\n 36.77% | \n\n 32.33% | \n
| \n Easy peasy Entertainment SAS | \n\n France | \n\n 0.00% | \n\n 41.52% | \n
| \n Financi\u00e8re EMG | \n\n France | \n\n 4.73% | \n\n 7.03% | \n
| \n Kons'Air | \n\n France | \n\n 19.61% | \n\n 18.45% | \n
| \n M.G. Productions | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Shine Fiction | \n\n France | \n\n 48.04% | \n\n 45.21% | \n
| \n Good Humor GmbH | \n\n Germany | \n\n 38.54% | \n\n 36.26% | \n
| \n Ladykracher TV-Produktion GmbH | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Minestrone TV Produktion GbR | \n\n Germany | \n\n 39.32% | \n\n 37.00% | \n
| \n Greenboo Production S.r.l. | \n\n Italy | \n\n 48.04% | \n\n 0.00% | \n
| \n Content Intelligence B.V. | \n\n Netherlands | \n\n 24.41% | \n\n 0.00% | \n
| \n Crossmex B.V. | \n\n Netherlands | \n\n 58.82% | \n\n 55.36% | \n
| \n Conker Pictures Limited | \n\n United Kingdom | \n\n 24.51% | \n\n 0.00% | \n
| \n Double Dutch Productions Ltd | \n\n United Kingdom | \n\n 48.92% | \n\n 46.04% | \n
| \n Esmeralda Productions Limited | \n\n United Kingdom | \n\n 29.38% | \n\n 0.00% | \n
| \n Immovable Studios Ltd. | \n\n United Kingdom | \n\n 19.61% | \n\n 0.00% | \n
| \n Rabbit Track Pictures Limited | \n\n United Kingdom | \n\n 20.97% | \n\n 0.00% | \n
| \n Ensemble Entertainment LLC | \n\n United States | \n\n 1.47% | \n\n 1.38% | \n
| \n Flow Ventures LLC | \n\n United States | \n\n 36.77% | \n\n 34.60% | \n
| \n Hyphenated Media LLC | \n\n United States | \n\n 4.90% | \n\n 0.00% | \n
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and net assets (or net liabilities) of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS\u00a05.
Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group\u2019s share of the profit or loss and other comprehensive income of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group\u2019s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
| \n Note 16 | \n\n Investments in entities accounted for under the equity method | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Value as of 1\u00a0January | \n\n 14.0 | \n\n 11.1 | \n
| \n Results of the period | \n\n (4.3) | \n\n (2.2) | \n
| \n Dividend paid | \n\n (0.3) | \n\n (0.3) | \n
| \n Capital increase(1) | \n\n 19.9 | \n\n - | \n
| \n Change in consolidation scope | \n\n - | \n\n 1.0 | \n
| \n Foreign currency translation reserve | \n\n (0.1) | \n\n (0.2) | \n
| \n Change in consolidation method | \n\n (0.2) | \n\n - | \n
| \n Negative equity portion transferred to provisions for financial risk | \n\n 1.2 | \n\n 3.5 | \n
| \n Others(2) | \n\n 1.4 | \n\n 1.1 | \n
| \n Value as of 31\u00a0December | \n\n 31.7 | \n\n 14.0 | \n
| \n (1)Capital increase is related to investment by content production & distribution business in the USA, the UK and Italy. (2)In 2023, caption \u201cothers\u201d is fully related to transactions performed by co-shareholders that resulted in the revaluation of the Group equity\u2019s stake in Financi\u00e8re EMG. | \n
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Production costs of scripted and non-scripted programs, attributable to the Content production & distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalised in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortised as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue / total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognised.
Production costs of live experiences mainly include the costs incurred in the context of rendering a service to a client or organizing an event for a client.
Until the events occur and the services are rendered, related production costs are capitalised in work in progress.
At revenue recognition date, the production costs of live experiences are expensed in the income statement.
Grants and subsidies are recognised when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognised as \u201cOther operating income\u201d when granted.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognised in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (Contribution on added value) and IRAP Tax in Italy (Regional production tax) as income\u00a0tax.
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
| \n Note 8 | \n\n Depreciation and amortization | \n
Depreciation and amortization expenses by category of assets are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Fiction assets and IP rights(1) | \n\n (48.6) | \n\n (58.8) | \n
| \n Property, plant and equipment, own property | \n\n (18.7) | \n\n (24.7) | \n
| \n Property, plant and equipment, right-of-use | \n\n (41.7) | \n\n (41.9) | \n
| \n Others intangible assets | \n\n (5.1) | \n\n (4.7) | \n
| \n Others | \n\n 1.2 | \n\n (1.4) | \n
| \n Depreciation and amortization, NET OF REVERSALS | \n\n (112.9) | \n\n (131.5) | \n
| \n Amortization of intangible assets acquired in business combinations | \n\n (21.4) | \n\n (18.7) | \n
| \n Depreciation and amortization expenses, NET OF REVERSALS | \n\n (134.3) | \n\n (150.1) | \n
| \n (1)Of which \u20ac0.1\u00a0million of amortization of fiction production recognised in 2023 (\u20ac7.9 million in 2022). | \n
Decrease in Depreciation and amortization expenses is driven by lower recoupment in 2023 in audiovisual rights (fiction or distribution advances).
Following initial recognition, and except indicated otherwise, intangible assets are carried out at cost less accumulated amortization and accumulated impairment losses. They are amortised on a straight-line basis based on the useful life of the asset.
The method and period of amortization are reviewed at least each Financial Year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset result in changes in the method or period of amortization.
Audiovisual rights are amortised on an accelerated basis following the decline in the net value of the asset after initial broadcasting of the asset by the clients.
| \n \n | \n\n Content production | \n\n Online sports betting | \n||
| \n Method | \n\n Duration | \n\n Method | \n\n Duration | \n|
| \n Catalogue &\u00a0formats | \n\n Straight-line | \n\n 6\u00a0to 10\u00a0years | \n\n \n | \n\n \n | \n
| \n Client contracts | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Software assets | \n\n Straight-line | \n\n 1\u00a0to 5\u00a0years | \n\n \n | \n\n \n | \n
| \n Right to use a brand | \n\n Straight-line | \n\n Contract\u2019s duration | \n\n \n | \n\n \n | \n
| \n Domain names | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 5\u00a0to 11\u00a0years | \n
| \n Customer database | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
| \n Website | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Computer software | \n\n \n | \n\n \n | \n\n Straight-line | \n\n 2\u00a0to 5\u00a0years | \n
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Production costs of scripted and non-scripted programs, attributable to the Content production & distribution business, are net of co-producers\u2019 contributions, grants and subsidies. They mainly include the costs of scripts, actors, directors, rental of equipment, technical staff, participants, hosts, sets, format fees,\u00a0etc.
Until programs are delivered, related production costs are capitalised in work in progress for non-scripted programs and as intangible assets for scripted programs for which i)\u00a0the Group retains the IP and ii) the Group expects significant further IP revenue.
At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.
The production costs of scripted programs for which the Group retains the IP and expects further significant IP revenue are amortised as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:
Production costs x (actual cumulated revenue / total estimated revenue of program)
The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program\u2019s future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast. Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenue is recognised.
Production costs of live experiences mainly include the costs incurred in the context of rendering a service to a client or organizing an event for a client.
Until the events occur and the services are rendered, related production costs are capitalised in work in progress.
At revenue recognition date, the production costs of live experiences are expensed in the income statement.
Grants and subsidies are recognised when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognised as \u201cOther operating income\u201d when granted.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognised in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (Contribution on added value) and IRAP Tax in Italy (Regional production tax) as income\u00a0tax.
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
| \n Note 6 | \n\n External expenses | \n
External expenses for the years ended 31 December 2023 and 2022 are as follows:
| \n In \u20ac million | \n\n 2023 | \n\n 2022 | \n
| \n Content production costs | \n\n (1,697.0) | \n\n (1,512.9) | \n
| \n Grants received | \n\n 144.1 | \n\n 95.4 | \n
| \n Betting taxes | \n\n (473.8) | \n\n (386.1) | \n
| \n Banking and processor fees on transactions | \n\n (37.1) | \n\n (24.6) | \n
| \n Marketing costs | \n\n (90.7) | \n\n (83.9) | \n
| \n IT costs and Trading tools | \n\n (76.2) | \n\n (65.9) | \n
| \n Lease charges | \n\n (1.6) | \n\n (1.2) | \n
| \n Consulting/audit/other fees | \n\n (29.7) | \n\n (34.5) | \n
| \n Other external services | \n\n (40.3) | \n\n (36.8) | \n
| \n EXTERNAL EXPENSES | \n\n (2,302.3) | \n\n (2,050.5) | \n
The external expenses increase is directly related to the activity growth of both Content production & distribution business and Online sports betting & gaming business impacting mainly the content production costs and the betting taxes.
Content production costs includes mainly production subcontracting costs and short-term leases affected to production. Subcontracting costs are also impacted by the change of balance during 2023 between lower temporary staff (recognised in Staff costs) and higher subcontractors costs (recognised in External expenses).
In 2023, government grants deducted from production costs amounted to \u20ac144.1 million (\u20ac95.4\u00a0million in 2022). Those grants are related to the financing of given programs, mostly scripted productions, and had the nature of tax credit or subsidies granted by regional or trade organizations. There are no unfulfilled conditions or contingencies attached to these grants.
| \n Note 7 | \n\n Staff costs | \n
Payroll costs are broken down as follows in 2023 and 2022:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Employee remuneration and social security costs | \n\n (1,251.9) | \n\n (1,283.8) | \n
| \n Employee benefits LTIP | \n\n (152.8) | \n\n (127.3) | \n
| \n Employment-related earn-out and put options expenses | \n\n (13.7) | \n\n (20.2) | \n
| \n Other employee benefits | \n\n (4.4) | \n\n (2.5) | \n
| \n Post-employement benefit - Defined benefit obligation | \n\n (1.3) | \n\n (0.9) | \n
| \n Personnel expenses | \n\n (1,424.1) | \n\n (1,434.7) | \n
The decrease in personnel expenses between periods is mainly explained by a decrease of Employee remuneration and social security costs and in particular the temporary staff in the Content production & distribution business.
As explained in the note 6 on page\u00a0250 the temporary staff costs in 2023 are impacted by the change of balance between lower temporary staff (recognised in Staff costs) and higher subcontractors costs (recognised in External expenses).
The decrease is partially offset by an increase of Employee benefits LTIPs reflecting the new LTIP plans in 2023 as explained in the note 7.2 on page 251.
| \n Note 8 | \n\n Depreciation and amortization | \n
Depreciation and amortization expenses by category of assets are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Fiction assets and IP rights(1) | \n\n (48.6) | \n\n (58.8) | \n
| \n Property, plant and equipment, own property | \n\n (18.7) | \n\n (24.7) | \n
| \n Property, plant and equipment, right-of-use | \n\n (41.7) | \n\n (41.9) | \n
| \n Others intangible assets | \n\n (5.1) | \n\n (4.7) | \n
| \n Others | \n\n 1.2 | \n\n (1.4) | \n
| \n Depreciation and amortization, NET OF REVERSALS | \n\n (112.9) | \n\n (131.5) | \n
| \n Amortization of intangible assets acquired in business combinations | \n\n (21.4) | \n\n (18.7) | \n
| \n Depreciation and amortization expenses, NET OF REVERSALS | \n\n (134.3) | \n\n (150.1) | \n
| \n (1)Of which \u20ac0.1\u00a0million of amortization of fiction production recognised in 2023 (\u20ac7.9 million in 2022). | \n
Decrease in Depreciation and amortization expenses is driven by lower recoupment in 2023 in audiovisual rights (fiction or distribution advances).
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
| \n Tax and duties | \n\n (4.0) | \n\n (2.6) | \n
| \n President fees | \n\n (19.8) | \n\n (16.9) | \n
| \n Other operational expenses | \n\n (1.0) | \n\n (10.9) | \n
| \n Other operational income | \n\n 2.6 | \n\n 1.2 | \n
| \n Other operating income and expenses | \n\n (56.6) | \n\n (156.5) | \n
| \n Of which other operating income | \n\n 7.0 | \n\n 19.6 | \n
| \n Of which other operating expenses | \n\n (63.5) | \n\n (176.1) | \n
The decrease in other operating income and expenses is mainly attributable to the restructuring charges and other non-core items in 2022, explained below.
Restructuring charges and other non-core items are detailed as follows:
| \n In \u20ac million | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring costs and reorganization | \n\n (32.5) | \n\n (11.8) | \n
| \n FLE's reorganization operation and listing fees | \n\n - | \n\n (106.1) | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) - | \n\n (9.4) | \n\n 1.5 | \n
| \n Significant litigations | \n\n 7.8 | \n\n (8.4) | \n
| \n Public donation | \n\n (0.3) | \n\n (2.5) | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
Restructuring costs and reorganization caption comprises mainly expenses with personnel and relocation held with the context of Banijay\u2019s acquisitions occurred during the period in the different subsidiaries.
In 2022, FL\u00a0Entertainment\u2019s reorganization operation and listing fees includes charges related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022 (advisory and legal fees) and charges of IFRS 2 listing fees.
Scope variation effect caption as of December 2023 mainly relate to the integration costs on recent acquisition and M&A project costs during the period. In 2022, the expenses mainly include the liquidation of BaH Entertainment LtD during the first semester of 2022 as well as the loss of control of Shauna Events and the deconsolidation of the Russian subsidiary.
Significant litigations as of December 2023 are mainly constituted by the positive outcome from a settlement agreement related to another operator in the Online sports betting & gaming as well as an additional provision allowance related to the bet-at-home sub-group\u2019s litigation process. In 2022, the caption mainly comprised the provision and legal fees for BGH litigations notably in Turkey and India and the provision related to the Bet-at-home sub-group litigation process in Austria which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd (in Liquidation) from the Bet-at-home sub group.
| \n Note 11 | \n\n Income tax | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Current income tax | \n\n (84.8) | \n\n (84.4) | \n
| \n Deferred income tax | \n\n 6.6 | \n\n 7.5 | \n
| \n Total tax expense | \n\n (78.2) | \n\n (76.9) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognised in other comprehensive income:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Deferred Tax | \n\n 3.9 | \n\n (9.1) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n 3.9 | \n\n (9.1) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n 3.9 | \n\n (9.1) | \n
Rental expenses recognised in external purchases for the year ended 31 December 2023 and 2022 amounted to \u20ac79.7 million and \u20ac82.9 million, respectively. These expenses mostly concern short-term contracts related to studios, equipment and facilities leased as part of productions incurred by the Content production & distribution business that are qualified as low value assets and/or short-term leases.
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
Betclic Everest Group owns its own online gaming platform and invests internally to continuously develop it. From mobile to desktop channels and according to country and regulatory specificities, Betclic Everest Group invests in both back-end and front-end developments.
An internally generated software is recognised if, and only if, all of the following conditions have been demonstrated:
\u2022the technical feasibility of completing the intangible asset so that it will be available for use or sale;
\u2022the intention to complete the intangible asset and use or sell it;
\u2022the ability to use or sell the intangible asset;
\u2022how the intangible asset will generate probable future economic benefits;
\u2022the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
\u2022the ability to measure reliably the expenditure attributable to the intangible asset during its development.
When no internally generated software can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Direct internal and external costs incurred for the development of software are capitalised during the development stage. Costs of significant upgrades and enhancements resulting in additional functionality are also capitalised. Other subsequent expenses such as maintenance, minor upgrades, and enhancement costs are expensed as they are incurred.
Subsequent to initial recognition, internally generated software is reported at cost less accumulated amortization and accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
The costs of configuring and customizing software made available by a vendor under a Software as a Service (SaaS) contract are recognised as expenses for the year (and not as intangible assets), since the entity does not control the software and the configuration/customization activities do not generate a resource that is controlled by the customer independently of the software.
A SaaS arrangement allows an entity to access, using an Internet connection and for a specified period of time, software functions hosted on infrastructure operated by an external provider. If the Group does not control a SaaS solution, the related development costs (external and internal) are recognised as follows: (a) as an expense as incurred for internal costs and the costs of an integrator not related to the SaaS publisher, and (b) as an expense over the term of the SaaS arrangement for the costs of the SaaS publisher or its subcontractor. If the Group controls a SaaS solution, costs are capitalised if they meet the IAS 38 criteria, otherwise they are expensed as incurred.
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
Property, plant and equipment are recorded at their acquisition cost and then carried at historical cost less accumulated depreciation and impairment losses. Acquisition cost includes costs directly attributable to transporting an asset to its physical location and preparing it for its operational use, and the collection of property, plant and equipment, and the rehabilitation of the physical location resulting from the incurred obligation.
Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each Financial Year-end.
Lands and tangible assets in progress are not depreciated. When tangible assets in progress are ready for its intended use, they are transferred to the relevant category and depreciation starts. When property, plant and equipment include significant components with different useful lives, they are recorded and depreciated separately.
Depreciation is recognised on the following basis:
| \n \n | \n\n Method | \n\n Duration | \n
| \n Technical facilities and equipment | \n\n Straight-line | \n\n 3\u00a0to 20\u00a0years | \n
| \n Office furniture and equipment | \n\n Straight-line | \n\n 3\u00a0to 5\u00a0years | \n
| \n Constructions | \n\n Straight-line | \n\n 15\u00a0to 40\u00a0years | \n
| \n Other fixed assets | \n\n Straight-line | \n\n 3\u00a0to 10\u00a0years | \n
The recoverable amount of intangible assets and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such as sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit, change in betting and gaming licenses conditions (including government taxation policies) and loss/non-renewal of licenses. External or internal signs of impairment are reviewed at each closing date.
The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the CGU to which they belong in order to estimate their value-in-use.
The value-in-use of an asset or a CGU is measured as outlined in note\u00a02.5.4 on page 229.
The value of the asset is tested for impairment to determine whether there is an impairment loss. If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable value.
Where an impairment loss is recognised, it is accounted for directly in the statement of profit or loss. The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognised for the asset in prior years.
| \n Note 14 | \n\n Tangible assets | \n
Tangible assets are primarily constituted by buildings and lands, technical installations and furniture and other equipment.
| \n (in \u20ac million) | \n\n 2023 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Other tangible assets and tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2023 | \n\n 91.0 | \n\n 73.4 | \n\n 111.0 | \n\n 5.0 | \n\n 280.4 | \n
| \n Investments | \n\n 14.3 | \n\n 4.3 | \n\n 13.4 | \n\n 0.9 | \n\n 32.9 | \n
| \n Divestitures | \n\n (1.5) | \n\n (1.3) | \n\n (5.3) | \n\n (0.0) | \n\n (8.1) | \n
| \n Changes in consolidation scope | \n\n 0.4 | \n\n 0.2 | \n\n 5.6 | \n\n - | \n\n 6.1 | \n
| \n Translation differences | \n\n (0.3) | \n\n (0.6) | \n\n (0.7) | \n\n (0.0) | \n\n (1.6) | \n
| \n Reclassifications and others | \n\n 0.0 | \n\n (8.0) | \n\n 6.2 | \n\n (0.7) | \n\n (2.4) | \n
| \n As of 31\u00a0December 2023 | \n\n 103.9 | \n\n 67.8 | \n\n 130.3 | \n\n 5.2 | \n\n 307.3 | \n
| \n Accumulated amortization | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2023 | \n\n (73.4) | \n\n (57.8) | \n\n (90.0) | \n\n (0.0) | \n\n (221.2) | \n
| \n Depreciation and amortization | \n\n (6.1) | \n\n (3.9) | \n\n (12.2) | \n\n (0.0) | \n\n (22.2) | \n
| \n Divestitures and impairment losses | \n\n 1.5 | \n\n 1.1 | \n\n 4.5 | \n\n - | \n\n 7.2 | \n
| \n Changes in consolidation scope | \n\n (0.3) | \n\n (0.1) | \n\n (3.5) | \n\n - | \n\n (3.9) | \n
| \n Translation differences | \n\n 0.4 | \n\n 0.6 | \n\n 0.5 | \n\n 0.0 | \n\n 1.5 | \n
| \n Reclassifications and others | \n\n 0.3 | \n\n 4.4 | \n\n (2.7) | \n\n 0.0 | \n\n 2.0 | \n
| \n As of 31\u00a0December 2023 | \n\n (77.5) | \n\n (55.7) | \n\n (103.3) | \n\n (0.1) | \n\n (236.6) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 17.6 | \n\n 15.5 | \n\n 21.0 | \n\n 5.0 | \n\n 59.2 | \n
| \n As of 31\u00a0December | \n\n 26.4 | \n\n 12.1 | \n\n 27.0 | \n\n 5.1 | \n\n 70.6 | \n
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Lands and buildings | \n\n Technical installations | \n\n Furniture, equipment, computer | \n\n Other tangible assets and tangible assets in progress | \n\n Total | \n|
| \n Gross amount | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n\n \n | \n
| \n As of 1\u00a0January 2022 | \n\n 85.4 | \n\n 67.4 | \n\n 106.0 | \n\n 5.4 | \n\n 264.3 | \n
| \n Investments | \n\n 5.2 | \n\n 7.2 | \n\n 10.1 | \n\n 0.9 | \n\n 23.3 | \n
| \n Divestitures | \n\n (0.6) | \n\n (0.7) | \n\n (3.8) | \n\n (0.0) | \n\n (5.3) | \n
| \n Changes in consolidation scope | \n\n (0.3) | \n\n 0.5 | \n\n 1.1 | \n\n 0.1 | \n\n 1.4 | \n
| \n Translation differences | \n\n 0.0 | \n\n 0.1 | \n\n (1.0) | \n\n 0.0 | \n\n (0.8) | \n
| \n Reclassifications and others | \n\n 1.4 | \n\n (1.1) | \n\n (1.4) | \n\n (1.3) | \n\n (2.5) | \n
| \n As of 31\u00a0December 2022 | \n\n 91.0 | \n\n 73.3 | \n\n 111.0 | \n\n 5.0 | \n\n 280.4 | \n
| \n Accumulated amortization | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January 2022 | \n\n (68.9) | \n\n (54.8) | \n\n (85.2) | \n\n - | \n\n (209.0) | \n
| \n Depreciation and amortization | \n\n (5.1) | \n\n (4.1) | \n\n (10.4) | \n\n - | \n\n (19.6) | \n
| \n Divestitures and impairment losses | \n\n 0.5 | \n\n 0.5 | \n\n 3.5 | \n\n - | \n\n 4.5 | \n
| \n Changes in consolidation scope | \n\n 0.4 | \n\n (0.3) | \n\n (0.6) | \n\n - | \n\n (0.5) | \n
| \n Translation differences | \n\n 0.1 | \n\n 0.0 | \n\n 1.0 | \n\n - | \n\n 1.1 | \n
| \n Reclassifications and others | \n\n (0.3) | \n\n 0.9 | \n\n 1.7 | \n\n - | \n\n 2.3 | \n
| \n As of 31\u00a0December 2022 | \n\n (73.4) | \n\n (57.8) | \n\n (90.0) | \n\n - | \n\n (221.2) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 16.5 | \n\n 12.6 | \n\n 20.8 | \n\n 5.4 | \n\n 55.3 | \n
| \n As of 31\u00a0December | \n\n 17.6 | \n\n 15.5 | \n\n 21.0 | \n\n 5.0 | \n\n 59.2 | \n
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain Ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12\u00a0months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised by the Group, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).
| \n Note 15 | \n\n Leases | \n
The assets accounted under IFRS 16 as of 31 December 2023 and 2022 are mainly real estate assets, i.e., office buildings and studios.
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Gross amount | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 275.0 | \n\n 262.8 | \n
| \n Addition of assets | \n\n 53.6 | \n\n 42.5 | \n
| \n Divestitures, reclassifications and other(1) | \n\n (43.2) | \n\n (33.5) | \n
| \n Changes in consolidation scope | \n\n 2.2 | \n\n 1.4 | \n
| \n Translation differences | \n\n (2.5) | \n\n 1.8 | \n
| \n As of 31\u00a0December | \n\n 285.0 | \n\n 275.0 | \n
| \n Accumulated amortization and impairment losses | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n (114.1) | \n\n (91.7) | \n
| \n Depreciation and amortization | \n\n (48.0) | \n\n (42.7) | \n
| \n Divestitures, reclassification and other(1) | \n\n 24.4 | \n\n 20.5 | \n
| \n Changes in consolidation scope | \n\n 0.6 | \n\n 0.0 | \n
| \n Translation differences | \n\n 1.4 | \n\n (0.2) | \n
| \n As of 31\u00a0December | \n\n (135.8) | \n\n (114.1) | \n
| \n Net carrying amount | \n\n \u00a0 | \n\n \u00a0 | \n
| \n As of 1\u00a0January | \n\n 160.8 | \n\n 171.1 | \n
| \n As of 31\u00a0December | \n\n 149.2 | \n\n 160.8 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Lease liabilities as of 1\u00a0January | \n\n 171.7 | \n\n 183.4 | \n
| \n Increase in liabilities | \n\n 54.3 | \n\n 42.6 | \n
| \n Principal lease repayments | \n\n (39.9) | \n\n (42.4) | \n
| \n Interests repayments | \n\n (6.5) | \n\n (4.9) | \n
| \n Changes in consolidation scope | \n\n 2.7 | \n\n 1.5 | \n
| \n Translation differences | \n\n (1.3) | \n\n 1.7 | \n
| \n Reclassification and others(1) | \n\n (13.1) | \n\n (10.0) | \n
| \n Lease liabilities as of 31\u00a0December | \n\n 167.9 | \n\n 171.7 | \n
| \n Of which long term lease liabilities | \n\n 126.1 | \n\n 131.2 | \n
| \n Of which short term lease liabilities | \n\n 41.8 | \n\n 40.4 | \n
| \n (1)The reclassification and others caption is mainly related to contracts\u2019 modifications. | \n
The lease liabilities are excluding low value and short-term leases. Total cash outflows for leases including interests amounted to \u20ac46.4 million and \u20ac47.3 million for the years ended 31 December 2023 and 2022, respectively.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Due in less than one year | \n\n 45.8 | \n\n 42.6 | \n
| \n Due between one to five years | \n\n 118.1 | \n\n 113.0 | \n
| \n Due in more than five years | \n\n 26.1 | \n\n 27.2 | \n
| \n Total lease liabilities | \n\n 190.0 | \n\n 182.7 | \n
Rental expenses recognised in external purchases for the year ended 31 December 2023 and 2022 amounted to \u20ac79.7 million and \u20ac82.9 million, respectively. These expenses mostly concern short-term contracts related to studios, equipment and facilities leased as part of productions incurred by the Content production & distribution business that are qualified as low value assets and/or short-term leases.
Inventories relating to work in progress are valued at production cost.
For the production of audiovisual programs, they represent outstanding production costs, excluding fictions for which (i) the Group retains a part of the Intellectual Property (IP) and (ii) expects significant IP revenue, that are not finalised and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
For the production of live experiences, the inventories relating to work in progress represent outstanding production costs of an event not yet delivered to the client at the closing date.
Inventories relating to work in progress are valued at production cost.
For the production of audiovisual programs, they represent outstanding production costs, excluding fictions for which (i) the Group retains a part of the Intellectual Property (IP) and (ii) expects significant IP revenue, that are not finalised and not delivered to the client at closing date. In the case production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.
For the production of live experiences, the inventories relating to work in progress represent outstanding production costs of an event not yet delivered to the client at the closing date.
Work in progress mainly correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue in the future) that have not been delivered at reporting date, as the group recognises its production revenue upon delivery of the materials to the customer.
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortised costs
These financial assets are initially recognised at their fair value to which is added directly attributable transaction costs and, then at amortised cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortised cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
Financial liabilities are divided into two categories: financial liabilities at amortised cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortised cost. Among them are loans and similar debts including:
\u2022bonds and Secured Notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
The breakdown of trade and other receivables as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, gross | \n\n 541.9 | \n\n 496.4 | \n
| \n Trade receivables from providers, gross | \n\n 60.8 | \n\n 13.1 | \n
| \n Total trade receivables, gross | \n\n 602.7 | \n\n 509.5 | \n
| \n Allowance for expected credit loss | \n\n (13.8) | \n\n (13.0) | \n
| \n Trade receivables, net | \n\n 588.9 | \n\n 496.5 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
The increase of trade receivables from providers is mainly driven by the introduction of new deposits and withdrawals solutions for Online sport betting & gaming business.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
The breakdown of trade and other receivables as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, gross | \n\n 541.9 | \n\n 496.4 | \n
| \n Trade receivables from providers, gross | \n\n 60.8 | \n\n 13.1 | \n
| \n Total trade receivables, gross | \n\n 602.7 | \n\n 509.5 | \n
| \n Allowance for expected credit loss | \n\n (13.8) | \n\n (13.0) | \n
| \n Trade receivables, net | \n\n 588.9 | \n\n 496.5 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
The increase of trade receivables from providers is mainly driven by the introduction of new deposits and withdrawals solutions for Online sport betting & gaming business.
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group's exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 103.0 | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.6 | \n\n 16.5 | \n
| \n Public Warrants | \n\n 11.7 | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 8.1 | \n\n 7.9 | \n
| \n Other securities | \n\n 139.4 | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization in 2022 (as explained in paragraph 3.2.2.1 i)), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL Entertainment for an amount of \u20ac250 million in exchange for ordinary shares, SVS and earn-out shares (of which \u20ac114.4 million paid for earn-out shares).
The founder shares, founder warrants and public warrants were recognised as part of the Pegasus merger (refer to 8otes 3.2.1 iii) and iv) on pages 242 and 243).
The characteristics of the earn-out shares, founder shares, founder warrants and public warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognised at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include
FL Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.0\u00a0million. The best-case scenario would decrease the liability for an amount of \u20ac(15.0)\u00a0million.
Earn-out shares are divided into 3 categories:
\u202213,000,000 earn-out shares A: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares B: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac15.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022.
Earn-out shares can only be entitled to profit in the limit of a negligible amount equal to 0.1% of the nominal value (\u20ac0.03) per share. All issued and outstanding earn-out shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each earn-out share confers three votes in a general meeting.
Financi\u00e8re LOV has committed not to exercise any voting right attached to earn-out shares. Financi\u00e8re LOV has also committed not to sell the earn-out shares for a three-year period from 1\u00a0July 2022.
As a result of the transaction with Pegasus, founder shares were contributed to former founder shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL\u00a0Entertainment\u2019s outstanding founder shares are similar to those issued by Pegasus.
The founder shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of earn-out shares, an amount equal to 0.1% of the nominal value of each founder share shall be added to the dividend reserve for founder shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding founder shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1\u00a0July 2022, the closing price of the ordinary shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period; and
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to founder shares will not be exercised. Founder shares can only be entitled to profit in the limit of the negligible amount equal to 0.1% of the nominal value (\u20ac0.01) per share.
Each public warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11.50 per ordinary share. Public warrants may be exercised within a 5\u00a0years period from 1\u00a0July 2022.
As warrants, the Public warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the Public warrants set several unusual provisions that may affect the market value of the Public warrants:
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18.00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0.01;
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between \u20ac10.00 and \u20ac18.00 at a price of \u20ac0.01 per warrant upon not less than 30\u00a0days' prior written notice of redemption (a Redemption Notice). In this case, the warrant holder could exercise its warrants on a cashless basis and receive a number of ordinary share per warrant set according to a table based on the redemption date and the fair market value of ordinary shares.
As of 31 December 2023, 8,666,666 Public Warrants were outstanding.
Founder warrants have been issued by FL Entertainment at 1\u00a0July 2022 and distributed to Pegasus Founder.
Founder warrants have substantially the same terms as the public warrants and entitle their holder to purchase from FL\u00a0Entertainment one ordinary share at the price of \u20ac11.50 per ordinary share within a 5-year period from 1\u00a0July 2022. Additionally, the founder warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of ordinary shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the founder warrants are held by someone other than Pegasus\u2019 founders and sponsors, the founder warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of warrants or a full or partial cash or cashless settlement of warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2023, FL Entertainment issued 5,250,000 Founder warrants.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Due in less than one year | \n\n 45.8 | \n\n 42.6 | \n
| \n Due between one to five years | \n\n 118.1 | \n\n 113.0 | \n
| \n Due in more than five years | \n\n 26.1 | \n\n 27.2 | \n
| \n Total lease liabilities | \n\n 190.0 | \n\n 182.7 | \n
The breakdown of trade and other receivables as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, gross | \n\n 541.9 | \n\n 496.4 | \n
| \n Trade receivables from providers, gross | \n\n 60.8 | \n\n 13.1 | \n
| \n Total trade receivables, gross | \n\n 602.7 | \n\n 509.5 | \n
| \n Allowance for expected credit loss | \n\n (13.8) | \n\n (13.0) | \n
| \n Trade receivables, net | \n\n 588.9 | \n\n 496.5 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
The increase of trade receivables from providers is mainly driven by the introduction of new deposits and withdrawals solutions for Online sport betting & gaming business.
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2023 | \n|
| \n Bonds | \n\n 101.1 | \n\n 707.8 | \n\n 935.6 | \n\n 1,744.5 | \n
| \n Bank borrowings | \n\n 219.1 | \n\n 1,532.2 | \n\n - | \n\n 1,751.3 | \n
| \n Bank overdraft | \n\n 1.5 | \n\n - | \n\n - | \n\n 1.5 | \n
| \n Vendor loans | \n\n 143.5 | \n\n - | \n\n - | \n\n 143.5 | \n
| \n Derivatives | \n\n 0.8 | \n\n 0.1 | \n\n 5.5 | \n\n 6.4 | \n
| \n Total debt maturity (principal and interests) | \n\n 466.0 | \n\n 2,240.1 | \n\n 941.1 | \n\n 3,647.2 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
| \n Note 26 | \n\n Management of market risk | \n
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group's exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production & distribution business, the Group's exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $560\u00a0million 2023 Banijay Facility B1 (USD) , which depends on SOFR\u00a01 month rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate swap exchanging the variable rate for a fixed rate of 1.4% SOFR for $448.5\u00a0million until March\u00a02025, and
\u2022a 3.45% SOFR floor for $111.5\u00a0million until March\u00a02028;\u00a0and
\u2022the \u20ac555\u00a0million 2023 Banijay Facility B1 (EUR) depends on EURIBOR\u00a03 months rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate capping the variable rate to 0.0% until March 2025 and an interest rate swap exchanging the variable rate for a fixed rate of 2.2% Euribor until March 2028 for \u20ac453 million, and
\u2022a 2.80%~3.30% tunnel until March 2028 for \u20ac102\u00a0million.
In addition, Banijay has completed during 2023 the refinancing of the 2020 Banijay Facilities B and the 2020 Banijay Senior Secured Notes as described in the note 3.1.2 on page 240, which are in line with the actual interest rates as of 31 December 2023.
Regarding the Online sports betting & gaming business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the \u20ac165\u00a0million 2020 Betclic Group Senior Credit Facility Tranche A, issued on 23\u00a0June 2020, depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025);
\u2022the \u20ac150\u00a0million 2023 Betclic Group Senior Credit Facility Tranche B, issued on 24\u00a0May 2023 depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 3.695% (maturity date: 23\u00a0June 2025).
Currency risk management is handled independently by each subsidiary.
Regarding the Content production & distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31 December 2023, the percentage of sales made in USD represented 17.4% of the Banijay\u2019s consolidated revenue (20.8% in 2022). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac18 million in 2023 (\u2011\u20ac32\u00a0million in 2022) and an impact on the consolidated equity of \u20ac26 million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac40 million (\u20ac35 million in 2022) and an impact on the consolidated equity of \u2011\u20ac22\u00a0million;
\u2022as of 31 December 2023, the percentage of sales made in GBP represented 17.0% of Banijay\u2019s consolidated revenue (19.4% in 2022). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated revenue of -\u20ac27 million (-\u20ac30 million in 2022) and an impact on the consolidated equity of \u20ac4\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac30 million (\u20ac33 million in 2022) and an impact on the consolidated equity of \u2011\u20ac4\u00a0million.
Other currencies are less significant. For example, sales in AUD amounts to 5.9% of total sales, and a related decrease or increase of 5% in the exchange rate in AUD would have an impact respectively on the consolidated revenue of \u2013 / + c\u20ac10 million in 2023, and an impact on the consolidated equity of + / - \u20ac2 million.
In addition, in 2023, Banijay has issued a bond in USD and subscribed forward contracts and call and put options to hedge the exposure.
The Online sports betting & gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, adjusted EBITDA and net financial debt.
The Content production & distribution business maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31 December 2023, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac289.1 million.
The Content production & distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2023, approximately 80.7% (86% in 2022) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning 2023 Banijay RCF (revolving credit facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii) the sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2023, although the 2023 Banijay RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The 2023 Betclic Group Senior Credit Facility Agreement is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2023 and 2022 to be reported.
In case of breach of covenant, the amount outstanding would be due in demand.
At the holding level, FL\u00a0Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business. In addition, the Holding segment is subject to financial covenants concerning its 2023 FLE RCF (revolving credit facility). The ratio is based on a leverage ratio (FL\u00a0Entertainment net consolidated financial debt including IFRS\u00a016 debt/ consolidated EBITDA) that must be less than 3.75). In December 2023, although the 2023 FLE RCF is not drawn, such financial covenants are satisfied.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
On June 2023, FL\u00a0Entertainment and TowerBrook announced an investment in the leading global marketing and communications group The Independents (\u201cTIL\u201d). The acquisition was closed on 28\u00a0June 2023 for a total amount of \u20ac86.4\u00a0million.
The Independents is a global marketing and communications group for luxury and lifestyle brands. It is a cross-sector leader, encompassing communications and digital marketing, experiences, content creation and influencer strategy through its synergistic portfolio of eleven world renowned agencies: Bureau Betak & Bureau Future, K2, Karla Otto, Lefty, Prodject, The Qode, Ctzar, Athel, Inca and Atelier Lum spread throughout Asia, the USA, Europe & the Middle East.
The investment of the Group in TIL was done through:
\u2022the funding of the entity \u201cGardenia\u201d (one of the shareholders of K10, the holding company of the TIL Group) for \u20ac77.0\u00a0million by Banijay Events (a newly created wholly owned subsidiary of FL Entertainment) providing financial rights and certain governance rights to Banijay Events;
\u2022the direct shareholding in the TIL Group via K10 with the acquisition of Preferred C bis Shares by Banijay Events for \u20ac9.4\u00a0million, providing financial rights and certain governance rights to Banijay Events;
\u2022the commitment of Banijay Events to fund \u20ac50.0\u00a0million for K10 within the next three years in exchange of K10 Preferred D bis Shares; and
\u2022put and call mechanisms leading to the possibility for Banijay Events (i) to acquire additional shares in K10 and (ii) to acquire the control of TIL in 2026 (\u201cCall 2026\u201d). In the event Banijay Events does not exercise its Call 2026, the founders of The Independents might exercise a call option which entitles them to require Banijay Events to sell them all the securities held by Banijay Events or FL\u00a0Entertainment in K10.
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Financial interests in non-consolidated companies | \n\n 10.1 | \n\n 40.6 | \n
| \n Other financial assets \u2013 Investment in debt instruments | \n\n 111.0 | \n\n \n | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 24.5 | \n\n 16.2 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.1 | \n\n 36.6 | \n
| \n Non-current derivative financial assets | \n\n 46.8 | \n\n 68.3 | \n
| \n Non-current financial assets | \n\n 228.5 | \n\n 161.7 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 21.3 | \n\n 15.3 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.3 | \n\n 0.5 | \n
| \n Current accounts | \n\n 4.2 | \n\n 2.7 | \n
| \n Current derivative financials assets | \n\n 4.4 | \n\n 6.2 | \n
| \n Current financial assets | \n\n 30.2 | \n\n 24.7 | \n
| \n Total financial assets | \n\n 258.7 | \n\n 186.4 | \n
The decrease in financial interests in non-consolidated companies is related to the consolidation in 2024 of Beyond International in Australia which is fully integrated in 2023 (refer to note 12 on page\u00a0258). At the end of December 2022, Banijay acquired 100% of Beyond International and as a late acquisition, Beyond shares have been classified in \u201cnon-consolidated shares\u201d in the balance sheet.
Other financial assets \u2013 Investment in debt instruments caption is mainly due to the investment in The Independents Group (TIL) comprising:
\u2022the funding of the entity \u201cGardenia\u201d (one of the shareholders of K10, the holding company of the TIL group) providing financial rights and certain governance rights to Banijay Events (6.10% ownership interest at closing date);
\u2022the direct shareholding in the TIL group via K10 with the acquisition of preferred shares, providing financial rights and certain governance rights to Banijay Events (4.32% ownership interest at closing date) (refer to note 3.1.1 on page 240);
\u2022the valuation of C Bis Shares.
The analysis of the securities demonstrates that they have characteristics of a financial instrument and therefore shall be accounted for in accordance with IFRS\u00a09, using the fair value measurement through P&L. As of 31\u00a0December 2023, they amounted at \u20ac111.0 million including the positive impact of the remeasurement the initial investment of \u20ac25.5\u00a0million.
The analysis of the shareholders agreements as well as the rights and obligations provided by the C bis shares also demonstrates that FL Entertainment provide a significant influence over K10. In 2022, the total assets of TIL Group amounted to \u20ac233 million and the revenue amounted to \u20ac299 million.
In addition, TIL shareholders agreement comprised put and call mechanisms leading to the possibility for Banijay Events (i) to acquire additional shares in K10 and (ii) to acquire the control of TIL in 2026. In the event Banijay Events does not exercise its Call 2026, the founders of The Independents might exercise a call option which entitles them to require Banijay Events to sell them all the securities held by Banijay Events or FL\u00a0Entertainment in K10.
As of 31 December 2023, the Call 2026 amounted to \u20ac6.7\u00a0million (including in Non-current derivative financial assets), the other call and put options have no value as of 31 December 2023 as the put and call mechanisms prices are at the fair value of the shares at the closing date. In addition to the Call 2026 mentioned above, derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value.
Derivatives comprise foreign exchange and interest rate hedging as well as the call 2026 mentioned above, which are measured at fair value.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
On 4 July 2023, some Banijay Group\u2019s key managers have contributed most of their Banijay Group\u2019s shares owned directly to FL\u00a0Entertainment in exchange for FL\u00a0Entertainment\u2019s ordinary shares (\u201cFL Entertainment Shares\u201d) or have reinvested the amount of their Phantom shares plan into FL Entertainment Shares. Following this transaction, the put options granted to the shareholders, pursuant to a shareholders\u2019 agreement at the level of Banijay Group, and recognised in the consolidated financial statements, are not valid anymore.
The transaction led to (i) the settlement of liabilities on non-controlling interests for \u20ac133\u00a0million in exchange of 10,441,974 FL\u00a0Entertainment Shares and the payment in cash of \u20ac28.1\u00a0million and (ii) the settlement of Employee-related long-term incentives (Phantom shares plan) for \u20ac33.0\u00a0million including withholding tax and social charges. The amount of the Phantom Plan was reinvested into 1,171,685\u00a0FL\u00a0Entertainment Shares.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
Changes in shareholders' equity
| \n Ordinary shares and SVS issued | \n\n Number of shares | \n\n (in \u20ac million) | \n|
| \n Ordinary Shares (nominal value: \u20ac0.01) | \n\n SVS | \n\n Impact on Shareholders\u2019 equity | \n|
| \n TOTAL 1 JANUARY 2023 | \n\n 411,657,608 | \n\n 191,991,997 | \n\n N/A | \n
| \n Capital increase subscribed by Banijay key managers | \n\n 1,171,685 | \n\n - | \n\n 11.7 | \n
| \n Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 10,441,974 | \n\n - | \n\n 104.4 | \n
| \n TOTAL 31 December 2023 | \n\n 423,271,267 | \n\n 191,991,997 | \n\n N/A | \n
| \n (1)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (please refer to note 3.1.1 on page 240). | \n
In the context of the Group\u2019s reorganization (as explained in paragraph 3.2.1), FL Entertainment has issued ordinary shares and SVS as follows in 2022:
| \n \n | \n\n Number of shares | \n\n (in \u20ac million) | \n|
| \n Ordinary Shares | \n\n SVS | \n\n Shareholders\u2019 equity | \n|
| \n Incorporation of FL Entertainment | \n\n 1,000 | \n\n \u00a0 | \n\n 0.0 | \n
| \n Contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for Ordinary Shares and Special Voting Shares(1) | \n\n 178,479,432 | \n\n 178,479,432 | \n\n - | \n
| \n Contribution and sale of all LDH shares held by DEA Communications\u00a0SA | \n\n 20,408,177 | \n\n \u00a0 | \n\n (3.0) | \n
| \n Contribution of all LDH shares held by Fimalac to the Group | \n\n 28,978,416 | \n\n \u00a0 | \n\n 92.1 | \n
| \n Contribution of all BGH shares held by Vivendi Content to the Group through several transactions, in exchange for FL Entertainment\u2019s Ordinary Shares(2) | \n\n 78,829,610 | \n\n \u00a0 | \n\n (96.1) | \n
| \n Contribution and sale of all Betclic shares held by SBM International | \n\n 42,500,000 | \n\n \u00a0 | \n\n (560.6) | \n
| \n Subscription in cash by FL to a share capital increase of FL\u00a0Entertainment | \n\n 13,520,565 | \n\n 13,520,565 | \n\n 135.2 | \n
| \n Subscription in cash by Vivendi to a share capital increase of FL\u00a0Entertainment for \u20ac25\u00a0million in exchange for Ordinary Shares | \n\n 2,500,000 | \n\n \n | \n\n 25.0 | \n
| \n Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 6,916,269 | \n\n \u00a0 | \n\n 69.2 | \n
| \n Contribution of SPAC investors as consideration for the Merger | \n\n 16,426,140 | \n\n \u00a0 | \n\n 188.9 | \n
| \n Subscription in cash by PIPE Investors to a share capital increase | \n\n 20,423,000 | \n\n \u00a0 | \n\n 203.4 | \n
| \n Conversion of Founder Shares into Ordinary Shares(5) | \n\n 2,674,999 | \n\n \u00a0 | \n\n 29.4 | \n
| \n \n | \n\n 411,657,608 | \n\n 191,999,997 | \n\n 83.5 | \n
| \n (1)The contribution of Lov Banijay shares by Financi\u00e8re Lov being accounted for as a transaction under common control recognised using the pooling interests\u2019 method applied retrospectively, this operation has no impact in the shareholders equity. A reclassification between the accounts share capital and share premiums and the account retained earnings has been performed to reflect the equity instruments issuance, reflected in the line \u201cGroup\u2019s constitution\u201d of the consolidated statement of changes in equity. (2)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (refer to note 18.2 on page 272). (3)In addition to ordinary shares and SVS, FL received earn-out shares for an amount of \u20ac114.4\u00a0million, classified in liabilities according to IAS 32 (refer to note 21 on page 275). (4)The fair value of those shares was estimated on the listed stock price shares after the listing (\u20ac11.498). (5)The fair value of those shares was estimated on the listed stock price shares at the conversion date (\u20ac11.0). | \n
The total cash received in regards with capital increase amounted to \u20ac363.6\u00a0million (net of transaction costs).
Special statutory voting rights
The Company has implemented a Special Voting Plan, by creating Special Voting Shares A and B, in its share capital. These shares allow the holder thereof to exercise two voting rights in addition to one voting right for each corresponding ordinary share held by it in accordance with and subject to the SVS Terms. Financi\u00e8re Lov is the sole initial participant in the Special Voting Plan and the sole initial holder of the Special Voting Shares A and B.
The shares issued by FL\u00a0Entertainment in exchange for all Lov Banijay\u2019s shares held by Financi\u00e8re Lov in the context of the Group\u2019s reorganization (combination between entities under common control) did not result in a corresponding change in resources, since the attached economical rights were already controlled by the reporting entity. As a consequence, and in accordance with IAS\u00a033, the weighted average number of ordinary shares for the twelve-month period ended 31\u00a0December 2022 has been adjusted during the period presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 11,613,659 | \n\n 0.1 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 423,271,267 | \n\n 4.2 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Of which treasury shares | \n\n (23,676) | \n\n - | \n\n (6,975) | \n\n \n | \n
| \n Opening treasury shares | \n\n (6,975) | \n\n - | \n\n \n | \n\n \n | \n
| \n Change in treasury shares | \n\n (16,701) | \n\n \u00a0 | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 417,421,642 | \n\n - | \n\n 296,953,862 | \n\n \n | \n
| \n Free shares | \n\n 6,854,742 | \n\n - | \n\n \n | \n\n \n | \n
| \n Diluted weighted average number | \n\n 424,276,384 | \n\n - | \n\n 296,953,862 | \n\n \u00a0 | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
Free shares represent potential FL Entertainment shares as part of LTI 2023 plan and Holding Free shares plans (AGA) as described in the note 7.2 on page 251.
As of 31 December 2023, 20,000,000 earn-out shares, 2,575,001 founder shares, 5,250,000 founder warrants and 8,666,667 public warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period.
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
On 4 July 2023, some Banijay Group\u2019s key managers have contributed most of their Banijay Group\u2019s shares owned directly to FL\u00a0Entertainment in exchange for FL\u00a0Entertainment\u2019s ordinary shares (\u201cFL Entertainment Shares\u201d) or have reinvested the amount of their Phantom shares plan into FL Entertainment Shares. Following this transaction, the put options granted to the shareholders, pursuant to a shareholders\u2019 agreement at the level of Banijay Group, and recognised in the consolidated financial statements, are not valid anymore.
The transaction led to (i) the settlement of liabilities on non-controlling interests for \u20ac133\u00a0million in exchange of 10,441,974 FL\u00a0Entertainment Shares and the payment in cash of \u20ac28.1\u00a0million and (ii) the settlement of Employee-related long-term incentives (Phantom shares plan) for \u20ac33.0\u00a0million including withholding tax and social charges. The amount of the Phantom Plan was reinvested into 1,171,685\u00a0FL\u00a0Entertainment Shares.
FL Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurial Acquisition Company Europe B.V. (\u201cPegasus Entrepreneurs\u201d), a special purpose acquisition company (\u2018\u2019SPAC\u2019\u2019) focused on European growth companies listed and traded on Euronext Amsterdam, entered on 10\u00a0May 2022 into a definitive business combination agreement amended on 22\u00a0June 2022 (\u201cBusiness Combination Agreement\u201d). The transaction consists of (i) the business combination of FL Entertainment and Pegasus Entrepreneurs resulting in a public listing of FL Entertainment on Euronext Amsterdam (\u201cBusiness Combination\u201d), (ii) the equity roll-over of the minority shareholders in the Banijay Group (Vivendi, Fimalac and De Agostini) and Betclic Everest Group (SBM International) to become shareholders of FL Entertainment, and (iii) raising of \u20ac646\u00a0million of proceeds.
i)\u00a0Group\u2019s reorganization
On 10 May 2022, the Company entered into an investment agreement with Financi\u00e8re Lov and St\u00e9phane Courbit, Lov Group Invest, Monte-Carlo SBM International S.\u00e0.r.l (\u2018\u2019SBM International\u2019\u2019), Dea Communications SA (\u201cDe Agostini\u201d), F. Marc de Lacharri\u00e8re (\u201cFimalac\u201d), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financi\u00e8re Agache SA), Financi\u00e8re Agache (a Sponsor), Vivendi Content (\u2018\u2019Vivendi\u201d), Soci\u00e9t\u00e9 d\u2019Investissements et de Gestion \u2013 SIG 116 and Vivendi SE.
On 22 June 2022, the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the \u201cInvestment Agreement\u201d). Pursuant to the Investment Agreement, Financi\u00e8re Lov agreed to subscribe for and, on 30\u00a0June 2022, received in return for its investment, 13,520,565 newly issued ordinary shares, 13,520,565 newly issued special voting shares\u00a0A (\u201dSVS\u201d) and 13,000,000 newly issued Earn-Out Preference Shares\u00a0A, 3,500,000 newly issued Earn-Out Preference Shares\u00a0B and 3,500,000 newly issued Earn-Out Preference Shares\u00a0C (together \u201cEarn-out Shares\u201d), for an aggregate amount of \u20ac250,000,000. Further to the terms of the Investment Agreement, Financi\u00e8re Lov has received such shares in return for its investment on 30\u00a0June 2022.
Pursuant to (i) the business combination agreement entered into by FL\u00a0Entertainment, Financi\u00e8re Lov and Pegasus Entrepreneurs, and (ii) the investment agreement entered into by Financi\u00e8re Lov, Pegasus Entrepreneurs, SBM International, DEA Communications\u00a0SA, Fimalac, Vivendi, Tikehau Capital and Financi\u00e8re Agache on 10 May 2022, the Group conducted reorganization between entities within Financi\u00e8re Lov Group and with minority interests in order to achieve the transaction described below. The reorganization steps were implemented as follows (the\u00a0\u201cLov Reorganization\u201d):
a.the merger of Mangas Lov into Lov Banijay, Lov Banijay being the surviving entity;
b.the distribution by Lov Banijay of part of its share premium to Financi\u00e8re Lov as its sole shareholder;
c.the contribution of all shares of LDH held by Financi\u00e8re Lov to Lov Banijay;
d.the contribution and sale of all LDH shares held by DEA Communications SA to Lov Banijay. The sale will be financed by a vendor loan granted by DEA Communications SA to Lov Banijay for an amount of \u20ac99.5\u00a0million;
e.the contribution of all LDH shares held by one of the shareholders (FIMALAC) to Lov Banijay;
f.the contribution of all Banijay shares, held by Vivendi Content to LDH in exchange for shares in LDH, resulting in LDH holding the entire share capital of Banijay;
g.the contribution of all LDH shares held by Vivendi Content to Lov Banijay in exchange for shares in Lov Banijay, resulting in Lov Banijay holding the entire share capital of LDH;
h.the contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for ordinary shares and special voting shares;
i.the contribution and sale of all Lov Banijay shares held by DEA Communications SA to FL\u00a0Entertainment, in exchange for ordinary shares;
j.the contribution of all Lov Banijay shares held by Fimalac to FL\u00a0Entertainment, in exchange for ordinary shares;
k.the contribution of all Lov Banijay shares held by Vivendi to FL\u00a0Entertainment, in exchange for ordinary shares;
l.the contribution and sale of all Betclic shares held by SBM International to FL\u00a0Entertainment for, inter alia, ordinary shares. The cash consideration amounted to \u20ac425.0\u00a0million of which \u20ac388.5\u00a0million was paid as of 5\u00a0July 2022 and \u20ac36.5\u00a0million was financed by a vendor loan granted by SBM International to FL\u00a0Entertainment;
m.subscription in cash by Financi\u00e8re Lov to a share capital increase of FL Entertainment for an amount of \u20ac250\u00a0million in exchange for
\u2022ordinary shares and SVS, and
\u2022Earn-out shares bearing a right to conversion into a certain number of FL Entertainment ordinary shares depending on FL\u00a0Entertainment performance.
The earn-out shares have no material economic rights until their conversion and have regular voting rights but Financi\u00e8re Lov has agreed not to vote on these Earn-out Shares in a shareholders\u2019 agreement. The fair market value of the earn-out shares has been assessed by an independent appraiser;
n.the redemption at the combination date (1 July 2022) of (i) the bonds redeemable in cash or in ordinary shares (obligations remboursables en actions ou en num\u00e9raire) for a principal amount of \u20ac90\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 (an affiliate of Vivendi) on 23\u00a0February 2016 and (ii) the bonds redeemable in cash or in ordinary shares for a principal amount of \u20ac50\u00a0million issued by Lov Banijay and subscribed by SIG\u00a0116 on 14\u00a0October 2016 (\u20ac170.5\u00a0million including capitalised interests); and
o.subscription in cash by Vivendi to a share capital increase of FL Entertainment for an amount of \u20ac25\u00a0million , in exchange for ordinary shares.
Moreover, Marco Bassetti, CEO of Banijay, has decided on 30\u00a0June 2022 to contribute its Banijay Group\u2019s shares owned through his holding to FL\u00a0Entertainment in exchange for ordinary shares. In conjunction with Banijay Group\u2019s shares, a shareholders\u2019 agreement was signed between Banijay Group Holding and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. Following the conversion, this agreement becomes devoid of purpose.
The impacts on the consolidated equity are detailed in note\u00a018.1 on page 271.
ii) Forward Purchase Agreement
On 10 December 2021, Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financi\u00e8re Agache (the \u201cForward Purchase Agreement\u201d or \u201cFPA\u201d). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financi\u00e8re Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class\u00a0A ordinary shares in Pegasus Entrepreneurs\u2019 capital (the \u201cPegasus Ordinary Shares\u201d) and up to 833,333\u00a0Pegasus public warrants, for an amount of up to \u20ac25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by \u20ac10.00), in a private placement that occurred simultaneously with the Business Combination. Since the merger became effective on 1 July 2022 (refer to note iii)) and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financi\u00e8re Agache each subscribed for 2,500,000 newly issued ordinary shares in the Company\u2019s capital and 833,333\u00a0Warrants (together the \u201cForward Purchase Securities\u201d), for an aggregate amount of \u20ac25,000,000 each. Tikehau Capital and Financi\u00e8re Agache received the Forward Purchase Securities on 1\u00a0July 2022.
Because this agreement was concluded by Pegasus Entrepreneurs and Tikehau Capital and Financi\u00e8re Agache at the creation of Pegasus Entrepreneurs, it has been analyzed as part of the merger.
iii) Merger between FL Entertainment and the SPAC Pegasus Entrepreneurs
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
iv) Issuance of FL Entertainment securities in exchange of Pegasus Securities
Due to the merger of Pegasus Entrepreneurs into FL\u00a0Entertainment, FL Entertainment issued and delivered founder shares, founder warrants and public warrants to the holders of Pegasus founder shares, founder warrants and public warrants (one-for-one basis). The characteristics of the FL\u00a0Entertainment securities are similar to Pegasus securities\u2019 characteristics and are classified as financial liabilities in accordance with IAS\u00a032.
v) Capital increase in relation with the PIPE financing
In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the \u201cPIPE Investors\u201d) in a private investment in public equity transaction (the \u201cPIPE Financing\u201d) in the aggregate amount of \u20ac204,230,000. On 5\u00a0July 2022 (the \u201cSettlement Date\u201d), FL\u00a0Entertainment has issued 20,423,000\u00a0ordinary shares and in return for their investment, the PIPE Investors received the total of the 20,423,000 newly issued ordinary shares.
vi) Transaction costs
As of 31\u00a0December 2022, the transaction costs incurred amounted to \u20ac110.1\u00a0million, of which \u20ac4.8\u00a0million related to transactions with non-controlling interests and capital issuance recognised in equity and \u20ac105.3\u00a0million in relation to the Group\u2019s reorganization and Pegasus merger recognised in P&L. The amount recognised in the P&L includes the \u20ac85.7\u00a0million listing fees accounted under IFRS\u00a02.
| \n Note 18 | \n\n Changes in shareholders' equity | \n
| \n Ordinary shares and SVS issued | \n\n Number of shares | \n\n (in \u20ac million) | \n|
| \n Ordinary Shares (nominal value: \u20ac0.01) | \n\n SVS | \n\n Impact on Shareholders\u2019 equity | \n|
| \n TOTAL 1 JANUARY 2023 | \n\n 411,657,608 | \n\n 191,991,997 | \n\n N/A | \n
| \n Capital increase subscribed by Banijay key managers | \n\n 1,171,685 | \n\n - | \n\n 11.7 | \n
| \n Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 10,441,974 | \n\n - | \n\n 104.4 | \n
| \n TOTAL 31 December 2023 | \n\n 423,271,267 | \n\n 191,991,997 | \n\n N/A | \n
| \n (1)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (please refer to note 3.1.1 on page 240). | \n
In the context of the Group\u2019s reorganization (as explained in paragraph 3.2.1), FL Entertainment has issued ordinary shares and SVS as follows in 2022:
| \n \n | \n\n Number of shares | \n\n (in \u20ac million) | \n|
| \n Ordinary Shares | \n\n SVS | \n\n Shareholders\u2019 equity | \n|
| \n Incorporation of FL Entertainment | \n\n 1,000 | \n\n \u00a0 | \n\n 0.0 | \n
| \n Contribution of all Lov Banijay shares held by Financi\u00e8re Lov to FL\u00a0Entertainment in exchange for Ordinary Shares and Special Voting Shares(1) | \n\n 178,479,432 | \n\n 178,479,432 | \n\n - | \n
| \n Contribution and sale of all LDH shares held by DEA Communications\u00a0SA | \n\n 20,408,177 | \n\n \u00a0 | \n\n (3.0) | \n
| \n Contribution of all LDH shares held by Fimalac to the Group | \n\n 28,978,416 | \n\n \u00a0 | \n\n 92.1 | \n
| \n Contribution of all BGH shares held by Vivendi Content to the Group through several transactions, in exchange for FL Entertainment\u2019s Ordinary Shares(2) | \n\n 78,829,610 | \n\n \u00a0 | \n\n (96.1) | \n
| \n Contribution and sale of all Betclic shares held by SBM International | \n\n 42,500,000 | \n\n \u00a0 | \n\n (560.6) | \n
| \n Subscription in cash by FL to a share capital increase of FL\u00a0Entertainment | \n\n 13,520,565 | \n\n 13,520,565 | \n\n 135.2 | \n
| \n Subscription in cash by Vivendi to a share capital increase of FL\u00a0Entertainment for \u20ac25\u00a0million in exchange for Ordinary Shares | \n\n 2,500,000 | \n\n \n | \n\n 25.0 | \n
| \n Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 6,916,269 | \n\n \u00a0 | \n\n 69.2 | \n
| \n Contribution of SPAC investors as consideration for the Merger | \n\n 16,426,140 | \n\n \u00a0 | \n\n 188.9 | \n
| \n Subscription in cash by PIPE Investors to a share capital increase | \n\n 20,423,000 | \n\n \u00a0 | \n\n 203.4 | \n
| \n Conversion of Founder Shares into Ordinary Shares(5) | \n\n 2,674,999 | \n\n \u00a0 | \n\n 29.4 | \n
| \n \n | \n\n 411,657,608 | \n\n 191,999,997 | \n\n 83.5 | \n
| \n (1)The contribution of Lov Banijay shares by Financi\u00e8re Lov being accounted for as a transaction under common control recognised using the pooling interests\u2019 method applied retrospectively, this operation has no impact in the shareholders equity. A reclassification between the accounts share capital and share premiums and the account retained earnings has been performed to reflect the equity instruments issuance, reflected in the line \u201cGroup\u2019s constitution\u201d of the consolidated statement of changes in equity. (2)The shares have been issued in the context of changes in ownership interest in subsidiaries that do not result in a loss of control (refer to note 18.2 on page 272). (3)In addition to ordinary shares and SVS, FL received earn-out shares for an amount of \u20ac114.4\u00a0million, classified in liabilities according to IAS 32 (refer to note 21 on page 275). (4)The fair value of those shares was estimated on the listed stock price shares after the listing (\u20ac11.498). (5)The fair value of those shares was estimated on the listed stock price shares at the conversion date (\u20ac11.0). | \n
The total cash received in regards with capital increase amounted to \u20ac363.6\u00a0million (net of transaction costs).
Special statutory voting rights
The Company has implemented a Special Voting Plan, by creating Special Voting Shares A and B, in its share capital. These shares allow the holder thereof to exercise two voting rights in addition to one voting right for each corresponding ordinary share held by it in accordance with and subject to the SVS Terms. Financi\u00e8re Lov is the sole initial participant in the Special Voting Plan and the sole initial holder of the Special Voting Shares A and B.
Treasury shares
As of 31 December 2023, the Company owned 23,676 treasury shares through the liquidity agreement (refer to note 23.1 on page 278).
In 2023, in the context of the Contribution of all BG shares held by Banijay Group\u2019s key managers in exchange for Ordinary Shares (as explained in note 3.1.1 on page 240), the consolidated equity is impacted as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution of all BG shares held by Banijay Group\u2019s key managers | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
| \n Changes in ownership interest in subsidiaries | \n\n 104.4 | \n\n (0.8) | \n\n 103.6 | \n
In 2022, in the context of the Group\u2019s reorganization (as explained in note 3.2.1 (i) on page 241), capital restructuration undertaken impacted the consolidated equity as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2022 | \n||
| \n Shareholders\u2019 equity | \n\n Non-controlling interests | \n\n Total consolidated equity | \n|
| \n \u2022Contribution and sale of all Betclic shares held by SBM International | \n\n (560.6) | \n\n 135.6 | \n\n (425.0) | \n
| \n \u2022Contribution and sale of all LDH shares held by DEA Communications\u00a0SA and Fimalac to the Group through several transactions, in exchange for FL\u00a0Entertainment\u2019s Ordinary Shares | \n\n 89.2 | \n\n (188.6) | \n\n (99.5) | \n
| \n \u2022Contribution of all BGH shares held by Vivendi Content to the Group | \n\n (96.1) | \n\n 96.1 | \n\n - | \n
| \n \u2022Contribution of all BG shares held by Marco Bassetti in exchange | \n\n 69.2 | \n\n - | \n\n 69.2 | \n
| \n \u2022Other BGH\u2019s operations | \n\n (7.2) | \n\n - | \n\n (7.2) | \n
| \n Changes in ownership interest in subsidiaries | \n\n (505.6) | \n\n 43.0 | \n\n (462.6) | \n
| \n (1)In conjunction with BG\u2019s shares, a shareholders\u2019 agreement was signed between BGH and Marco Bassetti granted to the latter a put option, recognised in the consolidated financial statements. It was analyzed that this agreement conveyed an in-substance present ownership interest in the underlying entity. The carrying value of the non-controlling interests were reclassified to other current or non-current liabilities. Following the conversion, this agreement becomes devoid of purpose, and the put has been cancelled against shareholders equity. | \n
In 2023, the share-based payment is related to the ordinary shares of FL Entertainment delivered in regards with the three-party agreement between the Betlic Everest Group CEO, FL Entertainment and Betclic Everest Group (refer to note 7.2 on page 251) as well as the Phantom shares plan at Holding\u2019s level (refer to note 7.2 on page 251).
Following the Annual General Meeting of FL Entertainment N.V. on 15\u00a0June 2023 and the approval of the resolution 4b, a share premium distribution was paid to all holders of ordinary shares registered as shareholders as from 21\u00a0June 2023. The total distribution paid is \u20ac148.2\u00a0million (i.e., \u20ac0.36 per ordinary share).
From any profits, as remaining after application of the provisions in the Articles of Association of FL\u00a0Entertainment regarding reservation and the profit entitlement of earn-out preference shares and founder shares and special voting shares an amount equal to 0.1% of the nominal value of each of the earn-out preference shares, special voting shares and founder shares shall be added to the dividend reserve of the respective shares as described in the Articles of Association and as agreed upon by each founder share holder and earn-out preference share holder in the shareholders\u2019 agreement dated 30\u00a0June 2022 of FL\u00a0Entertainment (the \u201cShareholders\u2019 Agreement\u201d) and by the special voting shares holders in the special voting shares terms dated 30\u00a0June 2022 (the \u201cSVS Terms\u201d) . Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares.
Pursuant to the Shareholders\u2019 Agreement and in accordance with SVS terms, founder shares holders, earn-out shares\u2019 holders and special voting shares holders have agreed to waive all profit rights due to them.
The shares issued by FL\u00a0Entertainment in exchange for all Lov Banijay\u2019s shares held by Financi\u00e8re Lov in the context of the Group\u2019s reorganization (combination between entities under common control) did not result in a corresponding change in resources, since the attached economical rights were already controlled by the reporting entity. As a consequence, and in accordance with IAS\u00a033, the weighted average number of ordinary shares for the twelve-month period ended 31\u00a0December 2022 has been adjusted during the period presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 11,613,659 | \n\n 0.1 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 423,271,267 | \n\n 4.2 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Of which treasury shares | \n\n (23,676) | \n\n - | \n\n (6,975) | \n\n \n | \n
| \n Opening treasury shares | \n\n (6,975) | \n\n - | \n\n \n | \n\n \n | \n
| \n Change in treasury shares | \n\n (16,701) | \n\n \u00a0 | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 417,421,642 | \n\n - | \n\n 296,953,862 | \n\n \n | \n
| \n Free shares | \n\n 6,854,742 | \n\n - | \n\n \n | \n\n \n | \n
| \n Diluted weighted average number | \n\n 424,276,384 | \n\n - | \n\n 296,953,862 | \n\n \u00a0 | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
Free shares represent potential FL Entertainment shares as part of LTI 2023 plan and Holding Free shares plans (AGA) as described in the note 7.2 on page 251.
As of 31 December 2023, 20,000,000 earn-out shares, 2,575,001 founder shares, 5,250,000 founder warrants and 8,666,667 public warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period.
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Treasury shares
As of 31 December 2023, the Company owned 23,676 treasury shares through the liquidity agreement (refer to note 23.1 on page 278).
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26 February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognised at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortised costs, depending on their nature. Amortised cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortised costs
These financial assets are initially recognised at their fair value to which is added directly attributable transaction costs and, then at amortised cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortised cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities are divided into two categories: financial liabilities at amortised cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortised cost. Among them are loans and similar debts including:
\u2022bonds and Secured Notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
Financial instruments
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Financial instruments consist of:
\u2022financial assets, including other non-current assets, trade receivables, other current assets, and cash and cash equivalents;
\u2022financial liabilities, including securities issued that are not qualified as equity instruments, long and short-term borrowings and bank overdrafts, accounts and notes payable and other current and non-current liabilities;\u00a0and
\u2022derivative instruments.
Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognised at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset. They are subsequently measured at either fair value (result or other comprehensive income) or amortised costs, depending on their nature. Amortised cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded based on the financial instrument\u2019s nominal interest rate but based on its effective interest rate. The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm\u2019s length transaction.
The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows. Transactions relating to financial assets are recorded at settlement date.
Debt instrument at amortised costs
These financial assets are initially recognised at their fair value to which is added directly attributable transaction costs and, then at amortised cost at each closing date, applying the effective interest rate method. This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortised cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. A financial instrument is classified as an equity instrument only when (a) the instrument includes no contractual obligation (i) to deliver cash or another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the issuer; and (b) if the instrument will or may be settled in the issuer\u2019s own equity instruments, it is (i) a non-derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company\u2019s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company\u2019s own equity instruments.
Financial liabilities are divided into two categories: financial liabilities at amortised cost and financial liabilities at fair value through profit or loss.
The financial liabilities of the Group mainly consist of liabilities valued at amortised cost. Among them are loans and similar debts including:
\u2022bonds and Secured Notes;
\u2022credit lines from banks and other production financings;
\u2022bank overdrafts;
\u2022borrowings;
\u2022other loans (such as vendor loans); and
\u2022trade payables.
The category of financial liabilities at fair value through profit or loss includes among other things earn out liabilities, put options over non-controlling interests and securities.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
On 1 August 2023, FL\u00a0Entertainment N.V. enter to a multicurrency revolving loan facility in an aggregate amount equal to \u20ac50.0\u00a0million (the \u201c2023 FLE RCF\u201d). The drawn facility will carry a floating interest with reference to a Term Reference Rate depending on the duration and the currency plus a margin between 275 and 425\u00a0bps (mainly conditional to the leverage ratio of the Group).
On April 2023, Banijay has completed the refinancing of the 2020 Banijay Facilities B in Euros and in US Dollars for an amount equivalent to around \u20ac860\u00a0million (including a \u20ac453\u00a0million tranche and $448\u00a0million remaining tranche), resulting in a 3-year extension of their maturities until March 2028. Banijay also raised two new euro-denominated and US dollar-denominated term loans made available under 2023 Senior Facilities Agreement to strengthen its balance sheet and finance its future growth for a total amount equivalent to \u20ac205\u00a0million, which splits into \u20ac102\u00a0million and $110\u00a0million respectively. Following this refinancing, Banijay reimbursed a part of the 2020 Banijay Senior Secured Notes for an equivalent amount of \u20ac37\u00a0million.
The 2023 Banijay Facilities B1 will carry a floating interest at EURIBOR +450 bps for the Euro-denominated tranche, and at SOFR +375 bps for the US Dollar-denominated tranche, both of which benefit from the existing hedges. The existing hedging contracts are still in place until March 2025, and Banijay plans to extend this hedging until 2028 through a new derivative instrument. Furthermore, Banijay entered into a new hedging contract to hedge floating interest rate risks on the additional amounts raised until 2028.
In parallel, Banijay extended the maturity of the \u20ac170\u00a0million 2020 Banijay RCF by 3 years to September 2027 at EURIBOR +3.75%.
Under IFRS\u00a09, this refinancing has been analyzed and accounted for as an extinguishment of the former loans and the issuance new loans. Former issuing costs have been expensed and new issuance costs have been accounted as part of the effective interest rate method.
On September 2023, Banijay has completed the refinancing of its two 2020 Banijay Senior Secured Notes (\u201c2020 Banijay SSN\u201d) in Euros and in US Dollars for an amount equivalent to \u20ac913\u00a0million. The tranches of the old 2020 Banijay SSN have been reimbursed in 2023 for a total amount of \u20ac575\u00a0million and $403\u00a0million and Banijay issued two new 2023 Banijay Senior Secured Notes (\u201c2023 Banijay SSN\u201d) in Euros and in US Dollars for respectively \u20ac540\u00a0million and $400\u00a0million resulting in a 4\u2011year extension of their maturities until May 2029. The two-tranches bonds will carry a 7.0% coupon for the Euro-denominated tranche and a 8.125% coupon for the US Dollar-denominated tranche.
Under IFRS\u00a09, this refinancing has been analyzed and accounted as an extinguishment of the former bonds and the issuance new bonds. Former issuing costs have been expensed and new issuance costs have been accounted as part of the effective interest rate method.
In May 2023, Betclic Everest Group activated the Tranche B of the 2023 Betclic Group Senior Credit Facility Agreement with its partner banks, with a nominal value of \u20ac150\u00a0million and a reimbursement in fine at a maturity date of June 2025. The step-up margin to the floating interest at EURIBOR 3 months is 3% and then will rise progressively to 5% in December 2024. The capital is to be repaid at maturity. According to IFRS 9, this loan has been booked on amortized cost principle in order to reflect the actual cash flow.
In July 2023, Betclic Everest Group entered into a new hedging contract to hedge floating interest rate risks on the 2023 Betclic Group Senior Credit Facility Tranche B. This instrument is classified as Cash Flow Hedge under IFRS\u00a09.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Due in less than one year | \n\n 45.8 | \n\n 42.6 | \n
| \n Due between one to five years | \n\n 118.1 | \n\n 113.0 | \n
| \n Due in more than five years | \n\n 26.1 | \n\n 27.2 | \n
| \n Total lease liabilities | \n\n 190.0 | \n\n 182.7 | \n
The breakdown of trade and other receivables as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, gross | \n\n 541.9 | \n\n 496.4 | \n
| \n Trade receivables from providers, gross | \n\n 60.8 | \n\n 13.1 | \n
| \n Total trade receivables, gross | \n\n 602.7 | \n\n 509.5 | \n
| \n Allowance for expected credit loss | \n\n (13.8) | \n\n (13.0) | \n
| \n Trade receivables, net | \n\n 588.9 | \n\n 496.5 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
The increase of trade receivables from providers is mainly driven by the introduction of new deposits and withdrawals solutions for Online sport betting & gaming business.
The breakdown of other non-current and current assets as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, LT | \n\n 24.0 | \n\n 17.8 | \n
| \n Income tax receivables, LT | \n\n 0.4 | \n\n 5.2 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n - | \n
| \n Employment-related earn-out and option, LT(1) | \n\n - | \n\n 0.8 | \n
| \n Other, LT | \n\n 12.5 | \n\n 12.1 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 35.9 | \n
Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of \u20ac10.8 million and \u20ac9.1 million as of 31 December 2023 and 31 December 2022, respectively. As of 31\u00a0December 2023, this aggregate also includes long-term grant receivables for \u20ac0.3 million (\u20ac1.5 million in December 2022).
From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax receivables, excluding income tax | \n\n 101.0 | \n\n 103.5 | \n
| \n Grants receivables(1) | \n\n 168.1 | \n\n 102.2 | \n
| \n Income tax receivables | \n\n 12.0 | \n\n 10.7 | \n
| \n Prepaid expenses | \n\n 36.2 | \n\n 26.1 | \n
| \n Production-related receivables | \n\n 12.6 | \n\n 18.6 | \n
| \n Receivables from disposals of assets | \n\n - | \n\n 2.0 | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 0.8 | \n\n 2.2 | \n
| \n Others(3) | \n\n 27.0 | \n\n 22.8 | \n
| \n Other current assets | \n\n 357.6 | \n\n 288.3 | \n
| \n (1)Refer to note 6 on page 250 for more details. (2)Refer to note 7.3 on page 253 for more details. (3)This item comprised mainly supplier receivables and payables. | \n
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 103.0 | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.6 | \n\n 16.5 | \n
| \n Public Warrants | \n\n 11.7 | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 8.1 | \n\n 7.9 | \n
| \n Other securities | \n\n 139.4 | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization in 2022 (as explained in paragraph 3.2.2.1 i)), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL Entertainment for an amount of \u20ac250 million in exchange for ordinary shares, SVS and earn-out shares (of which \u20ac114.4 million paid for earn-out shares).
The founder shares, founder warrants and public warrants were recognised as part of the Pegasus merger (refer to 8otes 3.2.1 iii) and iv) on pages 242 and 243).
The characteristics of the earn-out shares, founder shares, founder warrants and public warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognised at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include
FL Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.0\u00a0million. The best-case scenario would decrease the liability for an amount of \u20ac(15.0)\u00a0million.
Earn-out shares are divided into 3 categories:
\u202213,000,000 earn-out shares A: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares B: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac15.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022.
Earn-out shares can only be entitled to profit in the limit of a negligible amount equal to 0.1% of the nominal value (\u20ac0.03) per share. All issued and outstanding earn-out shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each earn-out share confers three votes in a general meeting.
Financi\u00e8re LOV has committed not to exercise any voting right attached to earn-out shares. Financi\u00e8re LOV has also committed not to sell the earn-out shares for a three-year period from 1\u00a0July 2022.
As a result of the transaction with Pegasus, founder shares were contributed to former founder shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL\u00a0Entertainment\u2019s outstanding founder shares are similar to those issued by Pegasus.
The founder shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of earn-out shares, an amount equal to 0.1% of the nominal value of each founder share shall be added to the dividend reserve for founder shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding founder shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1\u00a0July 2022, the closing price of the ordinary shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period; and
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to founder shares will not be exercised. Founder shares can only be entitled to profit in the limit of the negligible amount equal to 0.1% of the nominal value (\u20ac0.01) per share.
Each public warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11.50 per ordinary share. Public warrants may be exercised within a 5\u00a0years period from 1\u00a0July 2022.
As warrants, the Public warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the Public warrants set several unusual provisions that may affect the market value of the Public warrants:
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18.00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0.01;
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between \u20ac10.00 and \u20ac18.00 at a price of \u20ac0.01 per warrant upon not less than 30\u00a0days' prior written notice of redemption (a Redemption Notice). In this case, the warrant holder could exercise its warrants on a cashless basis and receive a number of ordinary share per warrant set according to a table based on the redemption date and the fair market value of ordinary shares.
As of 31 December 2023, 8,666,666 Public Warrants were outstanding.
Founder warrants have been issued by FL Entertainment at 1\u00a0July 2022 and distributed to Pegasus Founder.
Founder warrants have substantially the same terms as the public warrants and entitle their holder to purchase from FL\u00a0Entertainment one ordinary share at the price of \u20ac11.50 per ordinary share within a 5-year period from 1\u00a0July 2022. Additionally, the founder warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of ordinary shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the founder warrants are held by someone other than Pegasus\u2019 founders and sponsors, the founder warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of warrants or a full or partial cash or cashless settlement of warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2023, FL Entertainment issued 5,250,000 Founder warrants.
| \n Note 23 | \n\n Financial assets and liabilities | \n
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Financial interests in non-consolidated companies | \n\n 10.1 | \n\n 40.6 | \n
| \n Other financial assets \u2013 Investment in debt instruments | \n\n 111.0 | \n\n \n | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 24.5 | \n\n 16.2 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.1 | \n\n 36.6 | \n
| \n Non-current derivative financial assets | \n\n 46.8 | \n\n 68.3 | \n
| \n Non-current financial assets | \n\n 228.5 | \n\n 161.7 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 21.3 | \n\n 15.3 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.3 | \n\n 0.5 | \n
| \n Current accounts | \n\n 4.2 | \n\n 2.7 | \n
| \n Current derivative financials assets | \n\n 4.4 | \n\n 6.2 | \n
| \n Current financial assets | \n\n 30.2 | \n\n 24.7 | \n
| \n Total financial assets | \n\n 258.7 | \n\n 186.4 | \n
The decrease in financial interests in non-consolidated companies is related to the consolidation in 2024 of Beyond International in Australia which is fully integrated in 2023 (refer to note 12 on page\u00a0258). At the end of December 2022, Banijay acquired 100% of Beyond International and as a late acquisition, Beyond shares have been classified in \u201cnon-consolidated shares\u201d in the balance sheet.
Other financial assets \u2013 Investment in debt instruments caption is mainly due to the investment in The Independents Group (TIL) comprising:
\u2022the funding of the entity \u201cGardenia\u201d (one of the shareholders of K10, the holding company of the TIL group) providing financial rights and certain governance rights to Banijay Events (6.10% ownership interest at closing date);
\u2022the direct shareholding in the TIL group via K10 with the acquisition of preferred shares, providing financial rights and certain governance rights to Banijay Events (4.32% ownership interest at closing date) (refer to note 3.1.1 on page 240);
\u2022the valuation of C Bis Shares.
The analysis of the securities demonstrates that they have characteristics of a financial instrument and therefore shall be accounted for in accordance with IFRS\u00a09, using the fair value measurement through P&L. As of 31\u00a0December 2023, they amounted at \u20ac111.0 million including the positive impact of the remeasurement the initial investment of \u20ac25.5\u00a0million.
The analysis of the shareholders agreements as well as the rights and obligations provided by the C bis shares also demonstrates that FL Entertainment provide a significant influence over K10. In 2022, the total assets of TIL Group amounted to \u20ac233 million and the revenue amounted to \u20ac299 million.
In addition, TIL shareholders agreement comprised put and call mechanisms leading to the possibility for Banijay Events (i) to acquire additional shares in K10 and (ii) to acquire the control of TIL in 2026. In the event Banijay Events does not exercise its Call 2026, the founders of The Independents might exercise a call option which entitles them to require Banijay Events to sell them all the securities held by Banijay Events or FL\u00a0Entertainment in K10.
As of 31 December 2023, the Call 2026 amounted to \u20ac6.7\u00a0million (including in Non-current derivative financial assets), the other call and put options have no value as of 31 December 2023 as the put and call mechanisms prices are at the fair value of the shares at the closing date. In addition to the Call 2026 mentioned above, derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value.
Non-current restricted cash is related to the Online sports betting & gaming business\u2019 obligations and includes:
\u2022cash in trusts in accordance with the French Online Gambling Regulatory Authority\u2019s requirements (\u20ac30.7\u00a0million and \u20ac31.2\u00a0million as of 31\u00a0December 2023 and 31\u00a0December 2022, respectively); and
\u2022blocked funds and guarantees related to other countries regulatory authorities\u2019 requirements, notably in Germany and Portugal, for an amount of \u20ac5.4\u00a0million and \u20ac5.5\u00a0million as of 31 December 2023 and 31\u00a0December 2022, respectively.
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26 February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
Derivatives comprise foreign exchange and interest rate hedging as well as the call 2026 mentioned above, which are measured at fair value.
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Marketable securities | \n\n 0.6 | \n\n 25.2 | \n
| \n Cash | \n\n 463.6 | \n\n 454.2 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 464.2 | \n\n 479.4 | \n
| \n Bank overdrafts | \n\n (1.5) | \n\n - | \n
| \n Net cash and cash equivalents | \n\n 462.9 | \n\n 479.4 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31 December 2023 | \n
| \n Bonds | \n\n 1,284.2 | \n\n - | \n\n 1,284.2 | \n
| \n Bank borrowings | \n\n 1,262.1 | \n\n 175.2 | \n\n 1,437.3 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 37.2 | \n\n 37.2 | \n
| \n Vendor loans | \n\n - | \n\n 143.5 | \n\n 143.5 | \n
| \n Current accounts | \n\n - | \n\n - | \n\n - | \n
| \n Accrued interests on current accounts | \n\n - | \n\n - | \n\n - | \n
| \n Bank overdrafts | \n\n - | \n\n 1.5 | \n\n 1.5 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 5.5 | \n\n 0.8 | \n\n 6.4 | \n
| \n Total financial liabilities | \n\n 2,551.9 | \n\n 358.3 | \n\n 2,910.1 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2022 | \n
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 959.5 | \n\n 180.6 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 29.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n 138.4 | \n\n 138.4 | \n
| \n Current accounts | \n\n - | \n\n 0.8 | \n\n 0.8 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n
| \n Total financial liabilities | \n\n 2,290.3 | \n\n 349.4 | \n\n 2,639.6 | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2023 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2023 | \n||||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Changes in consolidation scope | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,330.8 | \n\n 913.4 | \n\n (950.1) | \n\n (10.0) | \n\n - | \n\n 14.2 | \n\n (14.1) | \n\n 1,284.2 | \n
| \n Bank borrowings | \n\n 1,140.1 | \n\n 379.4 | \n\n (79.5) | \n\n (22.1) | \n\n 14.5 | \n\n 19.3 | \n\n (14.7) | \n\n 1,437.3 | \n
| \n Accrued interests | \n\n 29.6 | \n\n - | \n\n - | \n\n (29.6) | \n\n - | \n\n 37.3 | \n\n (0.1) | \n\n 37.2 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 5.2 | \n\n - | \n\n 143.5 | \n
| \n Current accounts | \n\n 0.8 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n (0.8) | \n\n - | \n\n - | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 1.1 | \n\n 0.4 | \n\n 1.5 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 6.4 | \n\n - | \n\n 6.4 | \n
| \n Total financial liabilities | \n\n 2,639.6 | \n\n 1,292.8(1) | \n\n (1,029.7)(2) | \n\n (61.7)(3) | \n\n 14.5 | \n\n 82.7(4) | \n\n (28.5) | \n\n 2,910.1 | \n
| \n (1)The cashflow statement reflects the actual cashflows related to refinancing of 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes: the cash flow received by the Group was the net amount of the 2020 Banijay Facilities B refinancing operation and then, has been reflected for this amount in the column \u201cIncrease\u201d. (2)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac39.9\u00a0million. (3)Other cash items mainly include the issuance costs paid during the period. (4)Other non-cash items mainly include the former issuance costs not yet amortised associated with Banijay\u2019s former loans. | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million. | \n
Characteristics of bonds and term loans
| \n (in \u20ac million) Issuer: Banijay Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n|
| \n \u2022Former \u20ac575\u00a0million senior secured notes issued in 2020 and due in 2025, which have a coupon of 3.500% per annum(2) (the \u201c2020 Banijay SSN (EUR)\u201d); | \n\n - | \n\n 575.0 | \n
| \n \u2022\u20ac540\u00a0million senior secured notes issued in 2023 and due in 2029, which have a coupon of 7.00% per annum(2) (the \u201c2023 Banijay SSN (EUR)\u201d); | \n\n 540.0 | \n\n - | \n
| \n \u2022\u20ac400\u00a0million senior notes issued in 2020 and due in 2026, which have a coupon of 6.500% per annum (the \"2020 Banijay Senior Notes\u201d); | \n\n 400.0 | \n\n 400.0 | \n
| \n \u2022Former $403\u00a0million senior secured notes issued in 2020 and due in 2025, which have a coupon of 5.375% per annum(2) (the \u201c2020 Banijay SSN (USD)\u201d); | \n\n - | \n\n 377.8 | \n
| \n \u2022$400\u00a0million senior secured notes issued in 2023 and due in 2029, which have a coupon of 8.125% per annum(2) (the \u201c2023 Banijay SSN (USD)\u201d); | \n\n 362.0 | \n\n - | \n
| \n \u2022Former \u20ac453\u00a0million term loan B facility issued in 2020 and due in 2025, which bears interest at a rate of EURIBOR 3 months plus 3.75% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor(1) (the \u201c2020 Banijay Facility B (EUR)\u201d); | \n\n - | \n\n 453.0 | \n
| \n \u2022\u20ac555\u00a0million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of EURIBOR plus 4.50% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor for \u20ac453\u00a0million until March 2025 and 2.80%~3.30% tunnel for \u20ac102\u00a0million until March 2028(1) (the \u201c2023 Banijay Facility B1 (EUR)\u201d); | \n\n 555.0 | \n\n - | \n
| \n \u2022Former $460\u00a0million term loan B facility issued in 2020 and due in 2025, which bears interest at a rate of LIBOR plus 3.75% per annum, with a 0.0% LIBOR floor(1) ( the \u201c2020 Banijay Facility B (USD)\u201d); | \n\n - | \n\n 417.2 | \n
| \n \u2022$560\u00a0million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of SOFR 1 month plus 3.75% and plus 0.1% credit adjustment spread per annum, with a 1.4% SOFR floor for $448,5\u00a0million until March 2025 and 3.45% SOFR floor for $111,5\u00a0million until March 2028(1) (the \u201c2023 Banijay Facility B1 (USD)\u201d).. | \n\n 503.0 | \n\n - | \n
| \n \n | \n\n 2,360.0 | \n\n 2,223.0 | \n
| \n (1)Refinancing of the 2020 Banijay Facilities B in April 2023. (2)Refinancing of the 2020 Banijay Senior Secured Notes in USD and EUR in September 2023. | \n
| \n (in \u20ac million) Issuer: Betclic Everest Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n|
| \n \u2022\u20ac165\u00a0million senior loan A issued on 23 September 2020 and due in June 2025, which bears interest at a rate of EURIBOR 3 months plus 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale) (the \u201c2020 Betclic Group Senior Credit Facility Agreement Tranche A\u201d); | \n\n 71.0 | \n\n 106.0 | \n
| \n \u2022\u20ac150\u00a0million senior loan B issued on 24 May 2023 and due in June 2025, which a floating interest at EURIBOR +300 bps, +400 bps, +500 bps for the period ended 30\u00a0June 2024, from 1 July 2024 to 31 December 2024 and after 1\u00a0January 2025, respectively. This loan was underwritten with a group of banks (Natixis, BNP Paribas, Soci\u00e9t\u00e9 G\u00e9n\u00e9rale, Cr\u00e9dit Agricole Corporate and Investment Bank, Cr\u00e9dit Lyonnais and Goldman Sachs Bank Europe SE) (the \u201c2023 Betclic Group Senior Credit Facility Agreement Tranche B\u201d). | \n\n 150.0 | \n\n - | \n
| \n \n | \n\n 221.0 | \n\n 106.0 | \n
As of 31 December 2023, the Group\u2019s financial indebtedness also consists in the following items:
\u2022Local production financing carried by some Banijay\u2019s subsidiaries (including recourse factoring and production credit lines);
\u2022State-guaranteed loans;
\u2022Accrued interests;
\u2022Bank overdrafts;
\u2022Lease liabilities; and
\u2022Vendor loans, including a vendor loan amounting to \u20ac99.5\u00a0million granted by De Agostini to Lov Banijay initially due in November 2023 and extended in November 2024 and bearing 3.5% interest per year until November 2023 and then 6% interest per year, a vendor loan amounting to \u20ac36.5\u00a0million granted by SBM International to FL Entertainment, bearing 3.5% interest per year until November 2023 and then 6% interest per year, initially due in 30 November 2023 and extended in November 2024.
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2023 | \n|
| \n Bonds | \n\n 101.1 | \n\n 707.8 | \n\n 935.6 | \n\n 1,744.5 | \n
| \n Bank borrowings | \n\n 219.1 | \n\n 1,532.2 | \n\n - | \n\n 1,751.3 | \n
| \n Bank overdraft | \n\n 1.5 | \n\n - | \n\n - | \n\n 1.5 | \n
| \n Vendor loans | \n\n 143.5 | \n\n - | \n\n - | \n\n 143.5 | \n
| \n Derivatives | \n\n 0.8 | \n\n 0.1 | \n\n 5.5 | \n\n 6.4 | \n
| \n Total debt maturity (principal and interests) | \n\n 466.0 | \n\n 2,240.1 | \n\n 941.1 | \n\n 3,647.2 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
Net financial debt is determined as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Bonds | \n\n 1,284.2 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,437.3 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 37.2 | \n\n 29.6 | \n
| \n Vendor loans | \n\n 143.5 | \n\n 138.4 | \n
| \n Bank overdrafts | \n\n 1.5 | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,903.7 | \n\n 2,638.9 | \n
| \n Cash and cash equivalents | \n\n (464.2) | \n\n (479.4) | \n
| \n Funding of Gardenia | \n\n (79.7) | \n\n - | \n
| \n Trade receivables on providers | \n\n (60.8) | \n\n (13.1) | \n
| \n Players\u2019 liabilities | \n\n 50.2 | \n\n 50.6 | \n
| \n Cash in trusts and restricted cash and cash equivalents | \n\n (31.0) | \n\n (31.6) | \n
| \n Net cash and cash equivalents | \n\n (585.5) | \n\n (473.5) | \n
| \n Net debt before derivatives effects | \n\n 2,318.2 | \n\n 2,165.3 | \n
| \n Derivatives \u2013 liabilities | \n\n 6.4 | \n\n - | \n
| \n Derivatives \u2013 assets | \n\n (44.6) | \n\n (74.5) | \n
| \n Net debt | \n\n 2,280.0 | \n\n 2,090.8 | \n
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognised in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2023 and 2022, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 8.6 | \n\n 4.2 | \n\n 4.4 | \n\n 0.9 | \n\n 0.1 | \n\n 0.8 | \n
| \n Interest rate risk | \n\n 35.9 | \n\n 35.9 | \n\n - | \n\n 5.4 | \n\n 5.4 | \n\n - | \n
| \n Hedging instruments | \n\n 44.6 | \n\n 40.2 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n Other derivatives | \n\n 6.7 | \n\n 6.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 51.2 | \n\n 46.8 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Other derivatives | \n\n - | \n\n - | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 228.5 | \n\n - | \n\n 52.7 | \n\n 55.2 | \n\n 120.6 | \n\n 228.5 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 0.4 | \n\n - | \n\n 36.5 | \n\n - | \n\n 36.5 | \n
| \n Trade receivables | \n\n 588.9 | \n\n - | \n\n - | \n\n 588.9 | \n\n - | \n\n 588.9 | \n
| \n Other current assets | \n\n 357.6 | \n\n 318.9 | \n\n - | \n\n 38.7 | \n\n - | \n\n 38.7 | \n
| \n Current financial assets | \n\n 30.2 | \n\n - | \n\n - | \n\n 25.8 | \n\n 4.4 | \n\n 30.2 | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n - | \n\n - | \n\n - | \n\n 464.2 | \n\n 464.2 | \n
| \n Assets | \n\n 1,706.2 | \n\n 319.3 | \n\n 52.7 | \n\n 745.1 | \n\n 589.2 | \n\n 1,386.9 | \n
| \n Other securities | \n\n 139.4 | \n\n - | \n\n - | \n\n - | \n\n 139.4 | \n\n 139.4 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,551.9 | \n\n - | \n\n 5.4 | \n\n 2,546.3 | \n\n 0.1 | \n\n 2,607.8 | \n
| \n Other non-current liabilities | \n\n 352.5 | \n\n 178.5 | \n\n - | \n\n 29.7 | \n\n 144.4 | \n\n 174.1 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 358.3 | \n\n (0.1) | \n\n - | \n\n 356.0 | \n\n 2.3 | \n\n 358.3 | \n
| \n Trade payables | \n\n 709.7 | \n\n - | \n\n - | \n\n 709.7 | \n\n - | \n\n 709.7 | \n
| \n Customer contract liabilities | \n\n 750.0 | \n\n 696.5 | \n\n - | \n\n 50.2 | \n\n 3.4 | \n\n 53.6 | \n
| \n Other current liabilities | \n\n 594.3 | \n\n 501.4 | \n\n - | \n\n 57.2 | \n\n 35.7 | \n\n 93.0 | \n
| \n Liabilities | \n\n 5,456.2 | \n\n 1,376.2 | \n\n 5.4 | \n\n 3,749.2 | \n\n 325.3 | \n\n 4,135.9 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 103.9 | \n\n 47.4 | \n\n 10.4 | \n\n 161.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n\n 29.9 | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n\n 496.5 | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n\n 42.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n - | \n\n 18.5 | \n\n 6.2 | \n\n 24.7 | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 103.9 | \n\n 634.7 | \n\n 496.1 | \n\n 1,234.6 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n\n 130.5 | \n
| \n Long-term borrowings | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n\n 2,236.2 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 248.5 | \n\n - | \n\n 28.6 | \n\n 164.1 | \n\n 192.8 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n\n 349.4 | \n
| \n Trade payables | \n\n 663.6 | \n\n - | \n\n - | \n\n 663.6 | \n\n - | \n\n 663.6 | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n\n 54.3 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 325.7 | \n\n - | \n\n 27.8 | \n\n 73.1 | \n\n 100.9 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,213.2 | \n\n - | \n\n 3,410.2 | \n\n 371.4 | \n\n 3,727.5 | \n
IFRS 13 Fair Value Measurement, establishes a fair value hierarchy consisting of three levels :
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access ;
\u2022Level 2: directly observable market inputs other than Level 1 inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations).
This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.
| \n As of 31 December 2023 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 173.3 | \n\n 5.4 | \n\n 46.8 | \n\n 121.1 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 4.4 | \n\n - | \n\n 4.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n 464.2 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (139.4) | \n\n - | \n\n - | \n\n (139.4) | \n
| \n Long-term borrowings and other financial liabilities | \n\n (5.5) | \n\n - | \n\n (5.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (144.4) | \n\n - | \n\n - | \n\n (144.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (2.3) | \n\n (1.5) | \n\n (0.8) | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.4) | \n\n - | \n\n - | \n\n (3.4) | \n
| \n Other current liabilities | \n\n (35.7) | \n\n - | \n\n - | \n\n (35.7) | \n
| \n Balances as of 31 DEcember 2023 | \n\n 311.1 | \n\n 468.1 | \n\n 44.8 | \n\n (201.9) | \n
| \n As of 31 December 2022 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n (0.0) | \n\n - | \n
| \n Other non-current liabilities | \n\n (164.1) | \n\n - | \n\n - | \n\n (164.1) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (73.1) | \n\n - | \n\n - | \n\n (73.1) | \n
| \n Balances as of 31 December 2022 | \n\n 228.5 | \n\n 484.9 | \n\n 74.5 | \n\n (330.8) | \n
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Credit risk arises if a party to a transaction is unable or unwilling to fulfill its obligations, resulting in a financial loss to the Group.
For all business, credit risk arises if a party to a transaction is unable or refuses to fulfill its obligations, resulting in a financial loss to the Group.
The Group deals only with reputable and creditworthy third parties. Receivables are monitored on a regular basis, so that the Group's exposure to bad debts is not significant.
Credit risk arising from cash at bank is considered to be minimal. Majority of the cash at bank is held with high credit quality financial institutions with a credit rating of A or higher.
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production & distribution business, the Group's exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $560\u00a0million 2023 Banijay Facility B1 (USD) , which depends on SOFR\u00a01 month rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate swap exchanging the variable rate for a fixed rate of 1.4% SOFR for $448.5\u00a0million until March\u00a02025, and
\u2022a 3.45% SOFR floor for $111.5\u00a0million until March\u00a02028;\u00a0and
\u2022the \u20ac555\u00a0million 2023 Banijay Facility B1 (EUR) depends on EURIBOR\u00a03 months rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate capping the variable rate to 0.0% until March 2025 and an interest rate swap exchanging the variable rate for a fixed rate of 2.2% Euribor until March 2028 for \u20ac453 million, and
\u2022a 2.80%~3.30% tunnel until March 2028 for \u20ac102\u00a0million.
In addition, Banijay has completed during 2023 the refinancing of the 2020 Banijay Facilities B and the 2020 Banijay Senior Secured Notes as described in the note 3.1.2 on page 240, which are in line with the actual interest rates as of 31 December 2023.
Regarding the Online sports betting & gaming business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the \u20ac165\u00a0million 2020 Betclic Group Senior Credit Facility Tranche A, issued on 23\u00a0June 2020, depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025);
\u2022the \u20ac150\u00a0million 2023 Betclic Group Senior Credit Facility Tranche B, issued on 24\u00a0May 2023 depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 3.695% (maturity date: 23\u00a0June 2025).
Currency risk management is handled independently by each subsidiary.
Regarding the Content production & distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31 December 2023, the percentage of sales made in USD represented 17.4% of the Banijay\u2019s consolidated revenue (20.8% in 2022). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac18 million in 2023 (\u2011\u20ac32\u00a0million in 2022) and an impact on the consolidated equity of \u20ac26 million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac40 million (\u20ac35 million in 2022) and an impact on the consolidated equity of \u2011\u20ac22\u00a0million;
\u2022as of 31 December 2023, the percentage of sales made in GBP represented 17.0% of Banijay\u2019s consolidated revenue (19.4% in 2022). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated revenue of -\u20ac27 million (-\u20ac30 million in 2022) and an impact on the consolidated equity of \u20ac4\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac30 million (\u20ac33 million in 2022) and an impact on the consolidated equity of \u2011\u20ac4\u00a0million.
Other currencies are less significant. For example, sales in AUD amounts to 5.9% of total sales, and a related decrease or increase of 5% in the exchange rate in AUD would have an impact respectively on the consolidated revenue of \u2013 / + c\u20ac10 million in 2023, and an impact on the consolidated equity of + / - \u20ac2 million.
In addition, in 2023, Banijay has issued a bond in USD and subscribed forward contracts and call and put options to hedge the exposure.
The Online sports betting & gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, adjusted EBITDA and net financial debt.
The Content production & distribution business maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31 December 2023, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac289.1 million.
The Content production & distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2023, approximately 80.7% (86% in 2022) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning 2023 Banijay RCF (revolving credit facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii) the sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2023, although the 2023 Banijay RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The 2023 Betclic Group Senior Credit Facility Agreement is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2023 and 2022 to be reported.
In case of breach of covenant, the amount outstanding would be due in demand.
At the holding level, FL\u00a0Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business. In addition, the Holding segment is subject to financial covenants concerning its 2023 FLE RCF (revolving credit facility). The ratio is based on a leverage ratio (FL\u00a0Entertainment net consolidated financial debt including IFRS\u00a016 debt/ consolidated EBITDA) that must be less than 3.75). In December 2023, although the 2023 FLE RCF is not drawn, such financial covenants are satisfied.
Equity instrument at fair value through OCI
The Group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.
Impairment testing of debtor financial assets
The Group reviews if, at the closing date, a debtor financial asset or a group of debtor financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.
In practice, given the low level of loss incurred on prior years\u2019 receivables, the expected credit loss approach does not have any significant impact. If there is an objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e., the effective interest rate computed at initial recognition of the asset). The book value is reduced using an allowance account. The amount of the loss is recorded as profit or loss. The loss allowance is updated for changes in these expected credit losses at each reporting date.
If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment will be reversed. The reversal of an impairment loss is recognised as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.
With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the Group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss.
Derecognition of financial assets
Financial assets and related impairment are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset\u2019s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group\u2019s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
Interest-bearing debts and borrowings
All loans, and debts are recognised initially at the fair value of the consideration received, less costs directly attributable to the transaction. After initial recognition, interest-bearing liabilities and debts are measured at amortised cost using the effective interest rate method. Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.
On 1 August 2023, FL\u00a0Entertainment N.V. enter to a multicurrency revolving loan facility in an aggregate amount equal to \u20ac50.0\u00a0million (the \u201c2023 FLE RCF\u201d). The drawn facility will carry a floating interest with reference to a Term Reference Rate depending on the duration and the currency plus a margin between 275 and 425\u00a0bps (mainly conditional to the leverage ratio of the Group).
On April 2023, Banijay has completed the refinancing of the 2020 Banijay Facilities B in Euros and in US Dollars for an amount equivalent to around \u20ac860\u00a0million (including a \u20ac453\u00a0million tranche and $448\u00a0million remaining tranche), resulting in a 3-year extension of their maturities until March 2028. Banijay also raised two new euro-denominated and US dollar-denominated term loans made available under 2023 Senior Facilities Agreement to strengthen its balance sheet and finance its future growth for a total amount equivalent to \u20ac205\u00a0million, which splits into \u20ac102\u00a0million and $110\u00a0million respectively. Following this refinancing, Banijay reimbursed a part of the 2020 Banijay Senior Secured Notes for an equivalent amount of \u20ac37\u00a0million.
The 2023 Banijay Facilities B1 will carry a floating interest at EURIBOR +450 bps for the Euro-denominated tranche, and at SOFR +375 bps for the US Dollar-denominated tranche, both of which benefit from the existing hedges. The existing hedging contracts are still in place until March 2025, and Banijay plans to extend this hedging until 2028 through a new derivative instrument. Furthermore, Banijay entered into a new hedging contract to hedge floating interest rate risks on the additional amounts raised until 2028.
In parallel, Banijay extended the maturity of the \u20ac170\u00a0million 2020 Banijay RCF by 3 years to September 2027 at EURIBOR +3.75%.
Under IFRS\u00a09, this refinancing has been analyzed and accounted for as an extinguishment of the former loans and the issuance new loans. Former issuing costs have been expensed and new issuance costs have been accounted as part of the effective interest rate method.
On September 2023, Banijay has completed the refinancing of its two 2020 Banijay Senior Secured Notes (\u201c2020 Banijay SSN\u201d) in Euros and in US Dollars for an amount equivalent to \u20ac913\u00a0million. The tranches of the old 2020 Banijay SSN have been reimbursed in 2023 for a total amount of \u20ac575\u00a0million and $403\u00a0million and Banijay issued two new 2023 Banijay Senior Secured Notes (\u201c2023 Banijay SSN\u201d) in Euros and in US Dollars for respectively \u20ac540\u00a0million and $400\u00a0million resulting in a 4\u2011year extension of their maturities until May 2029. The two-tranches bonds will carry a 7.0% coupon for the Euro-denominated tranche and a 8.125% coupon for the US Dollar-denominated tranche.
Under IFRS\u00a09, this refinancing has been analyzed and accounted as an extinguishment of the former bonds and the issuance new bonds. Former issuing costs have been expensed and new issuance costs have been accounted as part of the effective interest rate method.
In May 2023, Betclic Everest Group activated the Tranche B of the 2023 Betclic Group Senior Credit Facility Agreement with its partner banks, with a nominal value of \u20ac150\u00a0million and a reimbursement in fine at a maturity date of June 2025. The step-up margin to the floating interest at EURIBOR 3 months is 3% and then will rise progressively to 5% in December 2024. The capital is to be repaid at maturity. According to IFRS 9, this loan has been booked on amortized cost principle in order to reflect the actual cash flow.
In July 2023, Betclic Everest Group entered into a new hedging contract to hedge floating interest rate risks on the 2023 Betclic Group Senior Credit Facility Tranche B. This instrument is classified as Cash Flow Hedge under IFRS\u00a09.
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31 December 2023 | \n
| \n Bonds | \n\n 1,284.2 | \n\n - | \n\n 1,284.2 | \n
| \n Bank borrowings | \n\n 1,262.1 | \n\n 175.2 | \n\n 1,437.3 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 37.2 | \n\n 37.2 | \n
| \n Vendor loans | \n\n - | \n\n 143.5 | \n\n 143.5 | \n
| \n Current accounts | \n\n - | \n\n - | \n\n - | \n
| \n Accrued interests on current accounts | \n\n - | \n\n - | \n\n - | \n
| \n Bank overdrafts | \n\n - | \n\n 1.5 | \n\n 1.5 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 5.5 | \n\n 0.8 | \n\n 6.4 | \n
| \n Total financial liabilities | \n\n 2,551.9 | \n\n 358.3 | \n\n 2,910.1 | \n
| \n (in \u20ac million) | \n\n Non-current | \n\n Current | \n\n 31\u00a0December 2022 | \n
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 959.5 | \n\n 180.6 | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n - | \n\n 29.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n 138.4 | \n\n 138.4 | \n
| \n Current accounts | \n\n - | \n\n 0.8 | \n\n 0.8 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n
| \n Total financial liabilities | \n\n 2,290.3 | \n\n 349.4 | \n\n 2,639.6 | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2023 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2023 | \n||||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Changes in consolidation scope | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,330.8 | \n\n 913.4 | \n\n (950.1) | \n\n (10.0) | \n\n - | \n\n 14.2 | \n\n (14.1) | \n\n 1,284.2 | \n
| \n Bank borrowings | \n\n 1,140.1 | \n\n 379.4 | \n\n (79.5) | \n\n (22.1) | \n\n 14.5 | \n\n 19.3 | \n\n (14.7) | \n\n 1,437.3 | \n
| \n Accrued interests | \n\n 29.6 | \n\n - | \n\n - | \n\n (29.6) | \n\n - | \n\n 37.3 | \n\n (0.1) | \n\n 37.2 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 5.2 | \n\n - | \n\n 143.5 | \n
| \n Current accounts | \n\n 0.8 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n (0.8) | \n\n - | \n\n - | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 1.1 | \n\n 0.4 | \n\n 1.5 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 6.4 | \n\n - | \n\n 6.4 | \n
| \n Total financial liabilities | \n\n 2,639.6 | \n\n 1,292.8(1) | \n\n (1,029.7)(2) | \n\n (61.7)(3) | \n\n 14.5 | \n\n 82.7(4) | \n\n (28.5) | \n\n 2,910.1 | \n
| \n (1)The cashflow statement reflects the actual cashflows related to refinancing of 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes: the cash flow received by the Group was the net amount of the 2020 Banijay Facilities B refinancing operation and then, has been reflected for this amount in the column \u201cIncrease\u201d. (2)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac39.9\u00a0million. (3)Other cash items mainly include the issuance costs paid during the period. (4)Other non-cash items mainly include the former issuance costs not yet amortised associated with Banijay\u2019s former loans. | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million. | \n
Characteristics of bonds and term loans
| \n (in \u20ac million) Issuer: Banijay Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n|
| \n \u2022Former \u20ac575\u00a0million senior secured notes issued in 2020 and due in 2025, which have a coupon of 3.500% per annum(2) (the \u201c2020 Banijay SSN (EUR)\u201d); | \n\n - | \n\n 575.0 | \n
| \n \u2022\u20ac540\u00a0million senior secured notes issued in 2023 and due in 2029, which have a coupon of 7.00% per annum(2) (the \u201c2023 Banijay SSN (EUR)\u201d); | \n\n 540.0 | \n\n - | \n
| \n \u2022\u20ac400\u00a0million senior notes issued in 2020 and due in 2026, which have a coupon of 6.500% per annum (the \"2020 Banijay Senior Notes\u201d); | \n\n 400.0 | \n\n 400.0 | \n
| \n \u2022Former $403\u00a0million senior secured notes issued in 2020 and due in 2025, which have a coupon of 5.375% per annum(2) (the \u201c2020 Banijay SSN (USD)\u201d); | \n\n - | \n\n 377.8 | \n
| \n \u2022$400\u00a0million senior secured notes issued in 2023 and due in 2029, which have a coupon of 8.125% per annum(2) (the \u201c2023 Banijay SSN (USD)\u201d); | \n\n 362.0 | \n\n - | \n
| \n \u2022Former \u20ac453\u00a0million term loan B facility issued in 2020 and due in 2025, which bears interest at a rate of EURIBOR 3 months plus 3.75% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor(1) (the \u201c2020 Banijay Facility B (EUR)\u201d); | \n\n - | \n\n 453.0 | \n
| \n \u2022\u20ac555\u00a0million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of EURIBOR plus 4.50% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor for \u20ac453\u00a0million until March 2025 and 2.80%~3.30% tunnel for \u20ac102\u00a0million until March 2028(1) (the \u201c2023 Banijay Facility B1 (EUR)\u201d); | \n\n 555.0 | \n\n - | \n
| \n \u2022Former $460\u00a0million term loan B facility issued in 2020 and due in 2025, which bears interest at a rate of LIBOR plus 3.75% per annum, with a 0.0% LIBOR floor(1) ( the \u201c2020 Banijay Facility B (USD)\u201d); | \n\n - | \n\n 417.2 | \n
| \n \u2022$560\u00a0million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of SOFR 1 month plus 3.75% and plus 0.1% credit adjustment spread per annum, with a 1.4% SOFR floor for $448,5\u00a0million until March 2025 and 3.45% SOFR floor for $111,5\u00a0million until March 2028(1) (the \u201c2023 Banijay Facility B1 (USD)\u201d).. | \n\n 503.0 | \n\n - | \n
| \n \n | \n\n 2,360.0 | \n\n 2,223.0 | \n
| \n (1)Refinancing of the 2020 Banijay Facilities B in April 2023. (2)Refinancing of the 2020 Banijay Senior Secured Notes in USD and EUR in September 2023. | \n
| \n (in \u20ac million) Issuer: Betclic Everest Group\u00a0SAS | \n\n Residual nominal amount | \n|
| \n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n|
| \n \u2022\u20ac165\u00a0million senior loan A issued on 23 September 2020 and due in June 2025, which bears interest at a rate of EURIBOR 3 months plus 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale) (the \u201c2020 Betclic Group Senior Credit Facility Agreement Tranche A\u201d); | \n\n 71.0 | \n\n 106.0 | \n
| \n \u2022\u20ac150\u00a0million senior loan B issued on 24 May 2023 and due in June 2025, which a floating interest at EURIBOR +300 bps, +400 bps, +500 bps for the period ended 30\u00a0June 2024, from 1 July 2024 to 31 December 2024 and after 1\u00a0January 2025, respectively. This loan was underwritten with a group of banks (Natixis, BNP Paribas, Soci\u00e9t\u00e9 G\u00e9n\u00e9rale, Cr\u00e9dit Agricole Corporate and Investment Bank, Cr\u00e9dit Lyonnais and Goldman Sachs Bank Europe SE) (the \u201c2023 Betclic Group Senior Credit Facility Agreement Tranche B\u201d). | \n\n 150.0 | \n\n - | \n
| \n \n | \n\n 221.0 | \n\n 106.0 | \n
As of 31 December 2023, the Group\u2019s financial indebtedness also consists in the following items:
\u2022Local production financing carried by some Banijay\u2019s subsidiaries (including recourse factoring and production credit lines);
\u2022State-guaranteed loans;
\u2022Accrued interests;
\u2022Bank overdrafts;
\u2022Lease liabilities; and
\u2022Vendor loans, including a vendor loan amounting to \u20ac99.5\u00a0million granted by De Agostini to Lov Banijay initially due in November 2023 and extended in November 2024 and bearing 3.5% interest per year until November 2023 and then 6% interest per year, a vendor loan amounting to \u20ac36.5\u00a0million granted by SBM International to FL Entertainment, bearing 3.5% interest per year until November 2023 and then 6% interest per year, initially due in 30 November 2023 and extended in November 2024.
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2023 | \n|
| \n Bonds | \n\n 101.1 | \n\n 707.8 | \n\n 935.6 | \n\n 1,744.5 | \n
| \n Bank borrowings | \n\n 219.1 | \n\n 1,532.2 | \n\n - | \n\n 1,751.3 | \n
| \n Bank overdraft | \n\n 1.5 | \n\n - | \n\n - | \n\n 1.5 | \n
| \n Vendor loans | \n\n 143.5 | \n\n - | \n\n - | \n\n 143.5 | \n
| \n Derivatives | \n\n 0.8 | \n\n 0.1 | \n\n 5.5 | \n\n 6.4 | \n
| \n Total debt maturity (principal and interests) | \n\n 466.0 | \n\n 2,240.1 | \n\n 941.1 | \n\n 3,647.2 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
Financial instruments
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see Hedge accounting policy). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the \u2018Other finance income/(costs)\u2019 line item (0) in income statement.
Fair value is determined in the manner described in note\u00a024 on page 284.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
| \n Note 21 | \n\n Other securities | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Earn-Out Shares | \n\n 103.0 | \n\n 98.3 | \n
| \n Founder Shares | \n\n 16.6 | \n\n 16.5 | \n
| \n Public Warrants | \n\n 11.7 | \n\n 7.8 | \n
| \n Founder Warrants | \n\n 8.1 | \n\n 7.9 | \n
| \n Other securities | \n\n 139.4 | \n\n 130.5 | \n
In the context of the Group\u2019s reorganization in 2022 (as explained in paragraph 3.2.2.1 i)), Financi\u00e8re Lov subscribed in cash to a share capital increase of FL Entertainment for an amount of \u20ac250 million in exchange for ordinary shares, SVS and earn-out shares (of which \u20ac114.4 million paid for earn-out shares).
The founder shares, founder warrants and public warrants were recognised as part of the Pegasus merger (refer to 8otes 3.2.1 iii) and iv) on pages 242 and 243).
The characteristics of the earn-out shares, founder shares, founder warrants and public warrants (see below) were analyzed, and it has been determined that these securities should be classified as liability instruments according to IAS\u00a032. They are recognised at fair-value through P&L.
Those instruments are classified as Level 3 and have been measured using a multi-model analysis based on Monte-Carlo and Black-Scholes models, including public warrants for which the lack of transactions in the public market does not provide a relevant pricing information.
Due to the low level of liquidity of FL\u00a0Entertainment\u2019s shares during the period, unobservable inputs include
FL Entertainment\u2019s ordinary share\u2019s price (based on a multiple analysis taking into account historical price prior and after quotation, analysts reviews and Pegasus transaction) and volatility (based on peers\u2019 index). The worst-case scenario would increase the liability for an amount of \u20ac16.0\u00a0million. The best-case scenario would decrease the liability for an amount of \u20ac(15.0)\u00a0million.
Earn-out shares are divided into 3 categories:
\u202213,000,000 earn-out shares A: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares B: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac15.00 per ordinary share for any 20 trading days within a 30 consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022;
\u20223,500,000 earn-out shares C: each of these shares will be converted into 1 ordinary share and 1 SVS if the closing price of the ordinary shares equals or exceeds \u20ac17.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive trading day period before expiration of a 5-year period following 1\u00a0July 2022.
Earn-out shares can only be entitled to profit in the limit of a negligible amount equal to 0.1% of the nominal value (\u20ac0.03) per share. All issued and outstanding earn-out shares at a time may only be held by one person at any time and may also be transferred all together to one other person at a time. Each earn-out share confers three votes in a general meeting.
Financi\u00e8re LOV has committed not to exercise any voting right attached to earn-out shares. Financi\u00e8re LOV has also committed not to sell the earn-out shares for a three-year period from 1\u00a0July 2022.
As a result of the transaction with Pegasus, founder shares were contributed to former founder shares\u2019 holders of Pegasus Entrepreneurs. Terms and conditions applicable to FL\u00a0Entertainment\u2019s outstanding founder shares are similar to those issued by Pegasus.
The founder shares have a nominal value of \u20ac0.01 each. From any profits, as remaining after application of the provisions in the Articles of Association regarding reservation and the profit entitlement of earn-out shares, an amount equal to 0.1% of the nominal value of each founder share shall be added to the dividend reserve for founder shares.
Subject to the satisfaction of the conditions set out below and subject to certain capital adjustment measures (as described in the Articles of Association), the 2,575,000\u00a0outstanding founder shares held by former Pegasus founders shall be converted:
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1\u00a0July 2022, the closing price of the ordinary shares equals or exceeds \u20ac11.50 per Ordinary Share for any 20 trading days within a 30\u00a0consecutive-trading day period; and
\u2022up to 50% of the founder shares, held by each sponsor, in aggregate amounting to up to 1,287,500 founder shares will be exchanged on a one-for-one basis for ordinary shares (subject to the lockup arrangements applicable to the sponsors, including the Pegasus lock-up arrangements), if, after 1 July 2022, the closing price of the ordinary shares equals or exceeds \u20ac13.00 per ordinary share for any 20 trading days within a 30\u00a0consecutive-trading day period.
Existing shareholder agreement provides that any voting right attached to founder shares will not be exercised. Founder shares can only be entitled to profit in the limit of the negligible amount equal to 0.1% of the nominal value (\u20ac0.01) per share.
Each public warrant shall entitle an eligible holder to purchase from the Company one ordinary share at the price of \u20ac11.50 per ordinary share. Public warrants may be exercised within a 5\u00a0years period from 1\u00a0July 2022.
As warrants, the Public warrants does not entitle to any right as shareholder such as dividends or voting rights.
Terms & conditions of the Public warrants set several unusual provisions that may affect the market value of the Public warrants:
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share exceeds \u20ac18.00 during more than almost consecutive twenty trading days period. Redemption price would in this case equal \u20ac0.01;
\u2022each public warrant may be redeemed by FL\u00a0Entertainment if the price of the ordinary share is comprised between \u20ac10.00 and \u20ac18.00 at a price of \u20ac0.01 per warrant upon not less than 30\u00a0days' prior written notice of redemption (a Redemption Notice). In this case, the warrant holder could exercise its warrants on a cashless basis and receive a number of ordinary share per warrant set according to a table based on the redemption date and the fair market value of ordinary shares.
As of 31 December 2023, 8,666,666 Public Warrants were outstanding.
Founder warrants have been issued by FL Entertainment at 1\u00a0July 2022 and distributed to Pegasus Founder.
Founder warrants have substantially the same terms as the public warrants and entitle their holder to purchase from FL\u00a0Entertainment one ordinary share at the price of \u20ac11.50 per ordinary share within a 5-year period from 1\u00a0July 2022. Additionally, the founder warrants will be exercisable on a cashless basis according to a table based on the redemption date and the fair market value of ordinary shares and be non-redeemable, so long as they are held by the Pegasus\u2019 founders and sponsors. If the founder warrants are held by someone other than Pegasus\u2019 founders and sponsors, the founder warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The proceeds of a redemption of Warrants, the proceeds of the repurchase of warrants or a full or partial cash or cashless settlement of warrants may be subject to Dutch dividend withholding tax at a rate of 15%.
Founder warrants does not entitle to any right as shareholder such as dividends or voting rights.
As of 31 December 2023, FL Entertainment issued 5,250,000 Founder warrants.
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Marketable securities | \n\n 0.6 | \n\n 25.2 | \n
| \n Cash | \n\n 463.6 | \n\n 454.2 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 464.2 | \n\n 479.4 | \n
| \n Bank overdrafts | \n\n (1.5) | \n\n - | \n
| \n Net cash and cash equivalents | \n\n 462.9 | \n\n 479.4 | \n
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognised in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2023 and 2022, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 8.6 | \n\n 4.2 | \n\n 4.4 | \n\n 0.9 | \n\n 0.1 | \n\n 0.8 | \n
| \n Interest rate risk | \n\n 35.9 | \n\n 35.9 | \n\n - | \n\n 5.4 | \n\n 5.4 | \n\n - | \n
| \n Hedging instruments | \n\n 44.6 | \n\n 40.2 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n Other derivatives | \n\n 6.7 | \n\n 6.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 51.2 | \n\n 46.8 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Other derivatives | \n\n - | \n\n - | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 228.5 | \n\n - | \n\n 52.7 | \n\n 55.2 | \n\n 120.6 | \n\n 228.5 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 0.4 | \n\n - | \n\n 36.5 | \n\n - | \n\n 36.5 | \n
| \n Trade receivables | \n\n 588.9 | \n\n - | \n\n - | \n\n 588.9 | \n\n - | \n\n 588.9 | \n
| \n Other current assets | \n\n 357.6 | \n\n 318.9 | \n\n - | \n\n 38.7 | \n\n - | \n\n 38.7 | \n
| \n Current financial assets | \n\n 30.2 | \n\n - | \n\n - | \n\n 25.8 | \n\n 4.4 | \n\n 30.2 | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n - | \n\n - | \n\n - | \n\n 464.2 | \n\n 464.2 | \n
| \n Assets | \n\n 1,706.2 | \n\n 319.3 | \n\n 52.7 | \n\n 745.1 | \n\n 589.2 | \n\n 1,386.9 | \n
| \n Other securities | \n\n 139.4 | \n\n - | \n\n - | \n\n - | \n\n 139.4 | \n\n 139.4 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,551.9 | \n\n - | \n\n 5.4 | \n\n 2,546.3 | \n\n 0.1 | \n\n 2,607.8 | \n
| \n Other non-current liabilities | \n\n 352.5 | \n\n 178.5 | \n\n - | \n\n 29.7 | \n\n 144.4 | \n\n 174.1 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 358.3 | \n\n (0.1) | \n\n - | \n\n 356.0 | \n\n 2.3 | \n\n 358.3 | \n
| \n Trade payables | \n\n 709.7 | \n\n - | \n\n - | \n\n 709.7 | \n\n - | \n\n 709.7 | \n
| \n Customer contract liabilities | \n\n 750.0 | \n\n 696.5 | \n\n - | \n\n 50.2 | \n\n 3.4 | \n\n 53.6 | \n
| \n Other current liabilities | \n\n 594.3 | \n\n 501.4 | \n\n - | \n\n 57.2 | \n\n 35.7 | \n\n 93.0 | \n
| \n Liabilities | \n\n 5,456.2 | \n\n 1,376.2 | \n\n 5.4 | \n\n 3,749.2 | \n\n 325.3 | \n\n 4,135.9 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 103.9 | \n\n 47.4 | \n\n 10.4 | \n\n 161.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n\n 29.9 | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n\n 496.5 | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n\n 42.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n - | \n\n 18.5 | \n\n 6.2 | \n\n 24.7 | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 103.9 | \n\n 634.7 | \n\n 496.1 | \n\n 1,234.6 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n\n 130.5 | \n
| \n Long-term borrowings | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n\n 2,236.2 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 248.5 | \n\n - | \n\n 28.6 | \n\n 164.1 | \n\n 192.8 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n\n 349.4 | \n
| \n Trade payables | \n\n 663.6 | \n\n - | \n\n - | \n\n 663.6 | \n\n - | \n\n 663.6 | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n\n 54.3 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 325.7 | \n\n - | \n\n 27.8 | \n\n 73.1 | \n\n 100.9 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,213.2 | \n\n - | \n\n 3,410.2 | \n\n 371.4 | \n\n 3,727.5 | \n
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
The Group\u2019s cash flow hedges\u2019 main goal is to neutralize foreign exchange risk on future cash flows (notional, coupons) or switch floating-rate debt to fixed-rate debt.
The ineffective portion of cash flow hedges recognised in net income is not significant during the periods presented. The main hedges unmatured as of 31\u00a0December 2023 and 2022, as well as their effects on the financial statements, are detailed in the table below.
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 8.6 | \n\n 4.2 | \n\n 4.4 | \n\n 0.9 | \n\n 0.1 | \n\n 0.8 | \n
| \n Interest rate risk | \n\n 35.9 | \n\n 35.9 | \n\n - | \n\n 5.4 | \n\n 5.4 | \n\n - | \n
| \n Hedging instruments | \n\n 44.6 | \n\n 40.2 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n Other derivatives | \n\n 6.7 | \n\n 6.7 | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total derivatives | \n\n 51.2 | \n\n 46.8 | \n\n 4.4 | \n\n 6.4 | \n\n 5.5 | \n\n 0.8 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Derivatives \u2013\u00a0assets | \n\n Derivatives \u2013\u00a0liabilities | \n||||
| \n Total | \n\n Non-current | \n\n Current | \n\n Total | \n\n Non-current | \n\n Current | \n|
| \n Exchange risk | \n\n 11.2 | \n\n 5.0 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Interest rate risk | \n\n 63.3 | \n\n 63.3 | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Hedging instruments | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Other derivatives | \n\n - | \n\n - | \n\n - | \n\n \n | \n\n \n | \n\n \n | \n
| \n Total derivatives | \n\n 74.5 | \n\n 68.3 | \n\n 6.2 | \n\n \n | \n\n \n | \n\n \n | \n
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host \u2013\u00a0with the effect that some of the cash flows of the consolidated instrument vary in a way similar to a stand-alone derivative.
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS\u00a09\u00a0(e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.
An embedded derivative is presented as a non-current financial asset or non-current financial liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12\u00a0months and is not expected to be realised or settled within 12\u00a0months.
Hedging instruments
The Group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognised initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognised as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.
For qualifying hedging instruments that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of derivatives and other is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
For qualifying hedging instruments that are designated and qualify as fair value hedges, the fair value change is recognised in profit or loss except when the hedging instrument hedges an equity instrument designated at fair value through other comprehensive income (FVTOCI) in which case it is recognised in other comprehensive income.
For derivatives that are not qualified as hedging instruments, the fair value change is recognised directly in profit or loss.
The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments. The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.
For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:
\u2022transactions entered into under normal market conditions between knowledgeable and willing parties;
\u2022reference to the present fair value of another instrument that is substantially the same; and
\u2022discounted cash flows or other valuation methods.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Financial interests in non-consolidated companies | \n\n 10.1 | \n\n 40.6 | \n
| \n Other financial assets \u2013 Investment in debt instruments | \n\n 111.0 | \n\n \n | \n
| \n Non-current loans, guarantee instruments and other financial assets | \n\n 24.5 | \n\n 16.2 | \n
| \n Non-current restricted cash and cash equivalents | \n\n 36.1 | \n\n 36.6 | \n
| \n Non-current derivative financial assets | \n\n 46.8 | \n\n 68.3 | \n
| \n Non-current financial assets | \n\n 228.5 | \n\n 161.7 | \n
| \n Current part of loans, guarantee instruments and other financial assets | \n\n 21.3 | \n\n 15.3 | \n
| \n Current restricted cash and cash equivalents | \n\n 0.3 | \n\n 0.5 | \n
| \n Current accounts | \n\n 4.2 | \n\n 2.7 | \n
| \n Current derivative financials assets | \n\n 4.4 | \n\n 6.2 | \n
| \n Current financial assets | \n\n 30.2 | \n\n 24.7 | \n
| \n Total financial assets | \n\n 258.7 | \n\n 186.4 | \n
Non-current restricted cash is related to the Online sports betting & gaming business\u2019 obligations and includes:
\u2022cash in trusts in accordance with the French Online Gambling Regulatory Authority\u2019s requirements (\u20ac30.7\u00a0million and \u20ac31.2\u00a0million as of 31\u00a0December 2023 and 31\u00a0December 2022, respectively); and
\u2022blocked funds and guarantees related to other countries regulatory authorities\u2019 requirements, notably in Germany and Portugal, for an amount of \u20ac5.4\u00a0million and \u20ac5.5\u00a0million as of 31 December 2023 and 31\u00a0December 2022, respectively.
Current restricted cash comprised the amount of cash allocated to a liquidity agreement with a liquidity provider. Under this agreement, the liquidity provider is responsible for providing liquidity in the market for FL\u00a0Entertainment\u2019s shares, acting independently in compliance with Regulation (EU) No\u00a0596/2014 of the European Parliament and of the Council of 16\u00a0April 2014 on market abuse (the \u201cMAR\u201d) and all regulations promulgated thereunder, including but not limited to the EU Commission Delegated Regulation (EU) 2016/1052 of 8\u00a0March 2016 and the EU Commission Delegated Regulation (EU) 2016/908 of 26 February 2016, each supplementing the MAR, as well as the points of convergence established by the ESMA in relation to MAR accepted market practices on liquidity contracts, providing guidance to competent authorities on such AMP (the \u201cESMA Opinion\u201d). The parties shall ensure to comply with all applicable laws, rules and regulations in the Netherlands. When performing or effecting transactions or trade orders in the shares in the execution of this contract, the liquidity provider shall always act without interfering with orderly market operation or misleading other parties. The liquidity account has been credited with the sum of \u20ac500\u00a0thousand.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Marketable securities | \n\n 0.6 | \n\n 25.2 | \n
| \n Cash | \n\n 463.6 | \n\n 454.2 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 464.2 | \n\n 479.4 | \n
| \n Bank overdrafts | \n\n (1.5) | \n\n - | \n
| \n Net cash and cash equivalents | \n\n 462.9 | \n\n 479.4 | \n
The variation of the financial liabilities breaks down as follows:
| \n (in \u20ac million) | \n\n 1\u00a0January 2023 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2023 | \n||||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Changes in consolidation scope | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,330.8 | \n\n 913.4 | \n\n (950.1) | \n\n (10.0) | \n\n - | \n\n 14.2 | \n\n (14.1) | \n\n 1,284.2 | \n
| \n Bank borrowings | \n\n 1,140.1 | \n\n 379.4 | \n\n (79.5) | \n\n (22.1) | \n\n 14.5 | \n\n 19.3 | \n\n (14.7) | \n\n 1,437.3 | \n
| \n Accrued interests | \n\n 29.6 | \n\n - | \n\n - | \n\n (29.6) | \n\n - | \n\n 37.3 | \n\n (0.1) | \n\n 37.2 | \n
| \n Vendor loans | \n\n 138.4 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 5.2 | \n\n - | \n\n 143.5 | \n
| \n Current accounts | \n\n 0.8 | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n (0.8) | \n\n - | \n\n - | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 1.1 | \n\n 0.4 | \n\n 1.5 | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n \u00a0 | \n\n 6.4 | \n\n - | \n\n 6.4 | \n
| \n Total financial liabilities | \n\n 2,639.6 | \n\n 1,292.8(1) | \n\n (1,029.7)(2) | \n\n (61.7)(3) | \n\n 14.5 | \n\n 82.7(4) | \n\n (28.5) | \n\n 2,910.1 | \n
| \n (1)The cashflow statement reflects the actual cashflows related to refinancing of 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes: the cash flow received by the Group was the net amount of the 2020 Banijay Facilities B refinancing operation and then, has been reflected for this amount in the column \u201cIncrease\u201d. (2)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac39.9\u00a0million. (3)Other cash items mainly include the issuance costs paid during the period. (4)Other non-cash items mainly include the former issuance costs not yet amortised associated with Banijay\u2019s former loans. | \n
| \n (in \u20ac million) | \n\n 1\u00a0January 2022 | \n\n Cash-flows | \n\n Non cash-flows | \n\n 31\u00a0December 2022 | \n|||
| \n Increase | \n\n Repay-ments | \n\n Other cash items | \n\n Others non cash items | \n\n Foreign exchange | \n|||
| \n Bonds | \n\n 1,461.5 | \n\n - | \n\n (170.5) | \n\n - | \n\n 19.0 | \n\n 20.8 | \n\n 1,330.8 | \n
| \n Bank borrowings | \n\n 1,232.5 | \n\n 20.7 | \n\n (186.1) | \n\n 0.6 | \n\n 50.5 | \n\n 22.0 | \n\n 1,140.1 | \n
| \n Accrued interests | \n\n 32.7 | \n\n - | \n\n - | \n\n - | \n\n (3.8) | \n\n 0.6 | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Current accounts | \n\n 29.1 | \n\n - | \n\n - | \n\n - | \n\n (28.4) | \n\n 0.2 | \n\n 0.8 | \n
| \n Accrued interests | \n\n 0.4 | \n\n - | \n\n - | \n\n - | \n\n (0.4) | \n\n - | \n\n 0.0 | \n
| \n Bank overdrafts | \n\n 1.7 | \n\n - | \n\n - | \n\n - | \n\n (1.6) | \n\n (0.1) | \n\n - | \n
| \n Derivatives \u2013\u00a0Liabilities | \n\n 6.1 | \n\n - | \n\n - | \n\n - | \n\n (5.8) | \n\n (0.3) | \n\n - | \n
| \n Total financial liabilities | \n\n 2,764.0 | \n\n 20.7 | \n\n (356.6)(1) | \n\n 0.6 | \n\n 167.8 | \n\n 43.2 | \n\n 2,639.6 | \n
| \n (1)The line \u201cRepayment of borrowings and other financial liabilities\u201d in the cash-flow statement also included the lease repayments for an amount of -\u20ac42.4\u00a0million. | \n
Cash Flow Statements
This adjustment in the Consolidated statement of cash flows comprises amortization, depreciation, impairment losses and provision included in the operating profit, the non-recurring income and expenses and the financial income and expenses for -\u20ac141.8 million in 2023, compared to -\u20ac150.5 million in 2022.
Other adjustments include notably in 2023 i) unrealised foreign exchange gains; ii) acquisition costs reclassified in \u201cPurchases of consolidated companies\u201d; and (iii) other financial items reclassified in \u201cInterests paid\u201d and in 2022 i) unrealised foreign exchange gains; ii) losses on disposal and liquidation of subsidiaries; and (iii) IFRS 2 listing costs.
The purchase of consolidated companies, net of cash acquired in the Consolidated statement of cash flows mainly include:
\u20222023:
\u2022shares upfront payment for -\u20ac135.2 million in 2023;
\u2022acquisitions costs for -\u20ac6.7 million in 2023;
\u2022cash received following the acquisition of entities for +\u20ac70.2 million in 2023;
\u2022earn-out and put payments for -\u20ac70.0 million in 2023 mainly related to Endemol India put over non-controlling interests.
\u20222022:
\u2022shares upfront payment for -\u20ac68.2 million in 2022;
\u2022acquisitions costs for -3.5 million in 2022;
\u2022cash received following the acquisition of entities for +\u20ac39.8 million in 2022;
\u2022earn-out and put payments for -6.8 million in 2022.
The financial assets in the Consolidated statement of cash flows mainly include:
\u20222023:
\u2022the investment in The Independents Group for a total amount of -\u20ac86.4 million as described in the note 23.1 on page 276;
\u2022current accounts transactions with associates and joint ventures for -\u20ac2.6 million.
\u20222022:
\u2022acquisition of Beyond shares in 2022 for \u2011\u20ac30.2\u00a0million that has been consolidated from January 2023 onwards;
\u2022current accounts transactions with associates and joint ventures for -\u20ac4.6 million in 2022.
The transactions with non-controlling interests in the Consolidated statement of cash flows mainly include:
\u20222023:
\u2022payment to Banijay Group\u2019s key managers for \u2011\u20ac28.1\u00a0million in 2023 (refer to note 3.1.1 on page 240).
\u20222022:
\u2022payment in 2022 of a part of the contribution and sale of Betclic shares held by SBM International to FL\u00a0Entertainment for -\u20ac388.5 million;
\u2022payment related to the put on reinvest debt for \u2013\u20ac8.7 million in 2022.
The proceeds from borrowings and other financial liabilities in the Consolidated statement of cash flows mainly include:
\u20222023:
\u2022proceeds from the 2023 Banijay Senior Secured Notes for \u20ac913.4 million in 2023;
\u2022proceeds from 2023 Banijay Facilities B1 for \u20ac205.2 million in 2023;
\u2022proceeds from 2023 Betclic Group Senior Credit Facility Tranche B for \u20ac150 million in 2023;
\u2022proceeds from other loans for \u20ac24.1 million in 2023.
\u20222022:
\u2022proceeds from other loans for \u20ac15.6 million in 2022.
The repayment of borrowings and other financial liabilities in the Consolidated statement of cash flows mainly include:
\u20222023:
\u2022repayment of the 2020 Banijay Senior Secured Notes refinancing for -\u20ac950.1 million in 2023;
\u2022repayment of 2020 Betclic Group Senior Credit Facility Tranche A for -\u20ac17.5 million in 2023;
\u2022repayment of lease liabilities for -\u20ac39.9 million in 2023;
\u2022repayment of other loans for -\u20ac62.1 million in 2023.
\u20222022:
\u2022repayment of 2023 Betclic Group Senior Credit Facility Tranche A for -\u20ac35.0 million in 2022;;
\u2022repayment of lease liabilities for -\u20ac42.5 million in 2022;
\u2022repayment of other loans for -\u20ac20.5 million in 2022;
\u2022repayment in 2022 of 2021 Betclic Bridge Credit Facility for -\u20ac130.5 million;
\u2022repayment in 2022 of ORAN Vivendi for \u2011\u20ac170.5\u00a0million.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Cash and cash equivalents include bank accounts and short-term deposits whose initial maturity is less than three months that are already convertible into cash and are subject to insignificant risks of change in fair value.
For the needs of the consolidated statement of cash flows, the amount of cash and cash equivalents includes the cash and cash equivalent as defined above reduced by bank overdrafts.
Investments in securities, investments with initial maturities of more than three months without an early termination option and bank accounts subject to restrictions (blocked accounts), such as restrictions due to regulations specific to a country or activity sector (e.g., exchange controls), are not classified as cash equivalents but as financial assets.
Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Marketable securities | \n\n 0.6 | \n\n 25.2 | \n
| \n Cash | \n\n 463.6 | \n\n 454.2 | \n
| \n Cash and cash equivalents \u2013\u00a0Assets | \n\n 464.2 | \n\n 479.4 | \n
| \n Bank overdrafts | \n\n (1.5) | \n\n - | \n
| \n Net cash and cash equivalents | \n\n 462.9 | \n\n 479.4 | \n
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Trade receivables on \u201cproviders\u201d (payments services providers) correspond to balances in transit with the Group\u2019s payments partners and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on the partners.
They are initially recorded at their fair value and are subject to impairment when their realizable value falls below their book value.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
The breakdown of trade and other receivables as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, gross | \n\n 541.9 | \n\n 496.4 | \n
| \n Trade receivables from providers, gross | \n\n 60.8 | \n\n 13.1 | \n
| \n Total trade receivables, gross | \n\n 602.7 | \n\n 509.5 | \n
| \n Allowance for expected credit loss | \n\n (13.8) | \n\n (13.0) | \n
| \n Trade receivables, net | \n\n 588.9 | \n\n 496.5 | \n
Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These\u00a0receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.
The increase of trade receivables from providers is mainly driven by the introduction of new deposits and withdrawals solutions for Online sport betting & gaming business.
The breakdown of other non-current and current assets as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, LT | \n\n 24.0 | \n\n 17.8 | \n
| \n Income tax receivables, LT | \n\n 0.4 | \n\n 5.2 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n - | \n
| \n Employment-related earn-out and option, LT(1) | \n\n - | \n\n 0.8 | \n
| \n Other, LT | \n\n 12.5 | \n\n 12.1 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 35.9 | \n
Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of \u20ac10.8 million and \u20ac9.1 million as of 31 December 2023 and 31 December 2022, respectively. As of 31\u00a0December 2023, this aggregate also includes long-term grant receivables for \u20ac0.3 million (\u20ac1.5 million in December 2022).
From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax receivables, excluding income tax | \n\n 101.0 | \n\n 103.5 | \n
| \n Grants receivables(1) | \n\n 168.1 | \n\n 102.2 | \n
| \n Income tax receivables | \n\n 12.0 | \n\n 10.7 | \n
| \n Prepaid expenses | \n\n 36.2 | \n\n 26.1 | \n
| \n Production-related receivables | \n\n 12.6 | \n\n 18.6 | \n
| \n Receivables from disposals of assets | \n\n - | \n\n 2.0 | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 0.8 | \n\n 2.2 | \n
| \n Others(3) | \n\n 27.0 | \n\n 22.8 | \n
| \n Other current assets | \n\n 357.6 | \n\n 288.3 | \n
| \n (1)Refer to note 6 on page 250 for more details. (2)Refer to note 7.3 on page 253 for more details. (3)This item comprised mainly supplier receivables and payables. | \n
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognised as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (\u2018point in time\u2019 recognition) or \u2018over time\u2019 as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognised until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognised when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognised according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Production revenue from live experiences
Live experiences production revenue is recognised when the service is delivered to the customer, most of the time, on the date the event takes place (point in time or over time depending on the duration of the events which do not exceed usually several weeks).
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognised when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognised as revenue when the above criteria are met, and further variable payments are recognised when highly probable.
Revenue from music rights is recognised as revenue when received based on royalties\u2019 statements (output method).
Revenues from other rights and services
Other rights and services include merchandising, music rights, other ancillary revenues and digital services.
Merchandising revenues are recognised when the rights are transferred to the client:
\u2022on the basis of a signed contract or a deal memo, and
\u2022when the licensing period begins, and
\u2022for the full revenue (revenues are not spread over the licensing period).
Minimum guarantee revenues are recognised as revenue when the above criteria are met, and further variable payments are recognised when received.
Revenues from music rights are recognised as revenues when received based on royalties\u2019 statements (output method).
Revenues and costs related to the rendering of services are recognised on completion of the service rendered as long as they can be estimated reliably.
When the outcome of the transaction cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised.
Consideration as a Principal or an Agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognised as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognised as gross betting and gaming revenue.
The net betting and gaming revenue recognised in the consolidated statements of income is the residual amount left after deducting betting fees and gambling levies.
Revenue is made of gross gaming revenue less bonuses.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognised once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the turf corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (\u201cpending bets\u201d) is not recognised as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 Bonuses
Players\u2019 Bonuses are mainly composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognised at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognised as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0\u2013 Financial Instruments.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognised as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (\u2018point in time\u2019 recognition) or \u2018over time\u2019 as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognised until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognised when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognised according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Production revenue from live experiences
Live experiences production revenue is recognised when the service is delivered to the customer, most of the time, on the date the event takes place (point in time or over time depending on the duration of the events which do not exceed usually several weeks).
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognised when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognised as revenue when the above criteria are met, and further variable payments are recognised when highly probable.
Revenue from music rights is recognised as revenue when received based on royalties\u2019 statements (output method).
Revenues from other rights and services
Other rights and services include merchandising, music rights, other ancillary revenues and digital services.
Merchandising revenues are recognised when the rights are transferred to the client:
\u2022on the basis of a signed contract or a deal memo, and
\u2022when the licensing period begins, and
\u2022for the full revenue (revenues are not spread over the licensing period).
Minimum guarantee revenues are recognised as revenue when the above criteria are met, and further variable payments are recognised when received.
Revenues from music rights are recognised as revenues when received based on royalties\u2019 statements (output method).
Revenues and costs related to the rendering of services are recognised on completion of the service rendered as long as they can be estimated reliably.
When the outcome of the transaction cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised.
Consideration as a Principal or an Agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognised as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognised as gross betting and gaming revenue.
The net betting and gaming revenue recognised in the consolidated statements of income is the residual amount left after deducting betting fees and gambling levies.
Revenue is made of gross gaming revenue less bonuses.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognised once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the turf corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (\u201cpending bets\u201d) is not recognised as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 Bonuses
Players\u2019 Bonuses are mainly composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognised at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognised as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0\u2013 Financial Instruments.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
| \n Note 5 | \n\n Revenue | \n
Revenue for the years ended 31 December 2023 and 2022 by activity and sub-activity are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Content production & distribution | \n\n 3,321.4 | \n\n 3,211.6 | \n
| \n Production | \n\n 2,689.0 | \n\n 2,664.6 | \n
| \n Distribution | \n\n 395.3 | \n\n 387.7 | \n
| \n Others | \n\n 237.1 | \n\n 159.3 | \n
| \n Online sports betting &\u00a0gaming | \n\n 996.2 | \n\n 835.0 | \n
| \n Sportsbook | \n\n 766.4 | \n\n 670.1 | \n
| \n Casino | \n\n 154.7 | \n\n 104.8 | \n
| \n Poker | \n\n 61.4 | \n\n 49.9 | \n
| \n Turf | \n\n 13.7 | \n\n 10.3 | \n
| \n Total revenue | \n\n 4,317.6 | \n\n 4,046.6 | \n
Total revenue of the Content production & distribution business corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues.
The production stream continues its strong dynamic in both non-scripted and scripted productions, the latest benefiting from a ramp-up with the recent acquisitions notably in Iberia and Italy, which sustains the distribution stream with more finished tapes sales to the OTT players.
The Others stream has a positive organic performance with a significant increase linked to the investments in the production of live experiences.
The remaining part of Group\u2019s revenue is attributed to the Online sports betting & gaming business, which includes sportsbooks, gambling in casinos, poker and turf. The increase in revenue is the consequence of the growing player database, the product improvement and a favorable sportbook margin. Online sports betting & gaming business\u2019s revenue consists of the GGR (Gross Gaming Revenue) \u2013 difference between bets and winnings paid to players for sports betting and casino products, and commissions on horse betting and entry fees for poker products \u2013 less bonuses (credit on the gambler\u2019s account until the unveiling of the bet\u2019s result).
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2023 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,260.3 | \n\n 950.4 | \n\n 3,206.1 | \n
| \n United States of America | \n\n 579.3 | \n\n - | \n\n 579.3 | \n
| \n Rest of the world | \n\n 481.9 | \n\n 45.8 | \n\n 532.2 | \n
| \n Total revenue | \n\n 3,321.4 | \n\n 996.2 | \n\n 4,317.6 | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.0 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.5 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
Customer contract liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Deferred revenue | \n\n 695.0 | \n\n 638.0 | \n
| \n Liabilities for gaming | \n\n 55.1 | \n\n 55.4 | \n
| \n Total customer contract liabilities | \n\n 750.0 | \n\n 693.3 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognised as deferred revenue under IFRS 15.
Liabilities for gaming mainly relates to players\u2019s liabilities and bets already placed on sporting events at the reporting date but the results of which will not be known until after the end of period.
Revenue recognised in the 2023 that was included in the customer contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2023 | \n\n Revenue recognised in 2023 | \n\n Revenue not recognised yet | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 619.5 | \n\n 18.5 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31 December 2023 totalised \u20ac2,274\u00a0million for the Content production & distribution segment, including \u20ac1,919 million within one year and \u20ac300\u00a0million beyond one year (\u20ac2,246 million, including \u20ac1,945\u00a0million within one year and \u20ac301 million beyond one year, respectively in 2022).
The remaining performance obligations should essentially cover the revenue to be recognised for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.1 million and \u20ac55.4 million as of 31 December 2023 and 31 December 2022, respectively.
If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.
Revenue accruals are classified in \u201cTrade and other receivables\u201d since accrued revenue constitutes an unconditional right to consideration.
Advance payments received from customers and deferred income are the contract liabilities. Thery are classified in \u201cOther current liabilities\u201d.
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
The revenue from ordinary activities is recognised as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.
Revenue from the two businesses and their specificities are explained below.
Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (\u2018point in time\u2019 recognition) or \u2018over time\u2019 as control of the performance obligation is transferred to the customer.
Customer contracts can have a wide variety of performance obligations, from production contracts to format licenses and distribution activities. For these contracts, each performance obligation is identified and evaluated.
The transaction price, being the amount to which the Group expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group\u2019s performance may result in additional revenue based on the achievement of agreed targets such as audience targets. Variable consideration is not recognised until the performance obligations are met.
Production revenue from producing television programs
Production revenue is recognised when the programs are delivered to the client. Standard criteria to establish revenue recognition are:
\u2022in most cases, client\u2019s acceptance document (i.e., delivery notice signed/approved by the client\u2026);
\u2022delivery of a certain number of episodes.
In case of partial delivery of the same program over several periods of time (series,\u00a0etc.), revenue, costs and margin are recognised according to episodic deliveries. Production revenue do not include grants, subsidies and co-producers\u2019 contributions. These are presented as a reduction of cost of sales.
Production revenue from live experiences
Live experiences production revenue is recognised when the service is delivered to the customer, most of the time, on the date the event takes place (point in time or over time depending on the duration of the events which do not exceed usually several weeks).
Distribution revenue from the sale of finished programs and formats
Distribution revenue is recognised when the rights are transferred to the client:
\u2022based on a signed contract or a deal memo;
\u2022when the related rights are opened; and
\u2022for the full revenue (revenue are not spread over the licensing period), as it is an access to right since there is limited ongoing involvement in the use of the license following its transfer to the customer.
Minimum guaranteed revenue is recognised as revenue when the above criteria are met, and further variable payments are recognised when highly probable.
Revenue from music rights is recognised as revenue when received based on royalties\u2019 statements (output method).
Revenues from other rights and services
Other rights and services include merchandising, music rights, other ancillary revenues and digital services.
Merchandising revenues are recognised when the rights are transferred to the client:
\u2022on the basis of a signed contract or a deal memo, and
\u2022when the licensing period begins, and
\u2022for the full revenue (revenues are not spread over the licensing period).
Minimum guarantee revenues are recognised as revenue when the above criteria are met, and further variable payments are recognised when received.
Revenues from music rights are recognised as revenues when received based on royalties\u2019 statements (output method).
Revenues and costs related to the rendering of services are recognised on completion of the service rendered as long as they can be estimated reliably.
When the outcome of the transaction cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised.
Consideration as a Principal or an Agent in revenue recognition
The Group had determined it is a principal in most of its performance obligation.
In the course of its business, the Group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, the Group usually controls the license. The distinction between agent and principal has an impact on the presentation of revenue, which is recognised as follows:
\u2022on a gross basis when the Group is a principal;
\u2022net of the cost of sales when the Group is an agent.
The Online sports betting &\u00a0gaming business generates its revenue from the conclusion and processing of sports bets and the provision of various other online casinos, games and turf. In line with the practices in the industry, the net results from bets and/or wagers placed by customers and pay-outs to customers is initially recognised as gross betting and gaming revenue.
The net betting and gaming revenue recognised in the consolidated statements of income is the residual amount left after deducting betting fees and gambling levies.
Revenue is made of gross gaming revenue less bonuses.
Gross betting and gaming revenue
Gross betting and gaming revenue are recognised once all of the obligations have been fulfilled, i.e. once the events and their relative players\u2019 bets or the wagers on online casinos, and other online games, have been completed and the Group has calculated the winnings and the publication of the results.
It is based on the turnover. This results in the following principles:
\u2022gross betting and gaming revenue from games in casinos and sports betting corresponds to money lost by players in these activities during the accounting period;
\u2022gross betting and gaming from poker games corresponds to the commissions (rake) collected on poker games, increased by the entry fees collected over the period; and
\u2022gross betting and gaming on the turf corresponds to the commissions collected on the bets of the players.
The gross gaming proceeds from bets already placed on sporting events at the closing but the results of which will not be known until after the end of the period (\u201cpending bets\u201d) is not recognised as revenue. This amount is recorded as prepaid income (see below).
Players\u2019 Bonuses
Players\u2019 Bonuses are mainly composed with 4\u00a0categories:
\u2022\u201cFree-bets\u201d, a virtual amount (which can be withdrawn) that can be used to place a sports bet. In case of positive betting outcome, the net winning (winnings minus stake) is credited to the customer balance. \"Free-bets\" bonuses not yet consumed at the reporting date are recognised at their fair value through profit or loss;
\u2022\u201cBoost bonus\u201d, an odd multiplier available for specific multiple bets increasing the expected winning amount;
\u2022\u201cCash bonus\u201d, cash amount credited to the player balance and immediately withdrawable; and
\u2022\u201cBlocked bonus\u201d, a bonus withdrawable pertaining specific triggering conditions such as wagering requirements. Cost of bonus is reported when credited to the customer account to the exception of provision which is fair valued through profit and loss.
Pending bets
The gross amount of bets placed on sporting events at the reporting date whose results will not be known until after the end of the period (pending bets) is recognised as financial liabilities to customers, and are measured at fair value through P&L in accordance with IFRS\u00a09\u00a0\u2013 Financial Instruments.
| \n Note 5 | \n\n Revenue | \n
Revenue for the years ended 31 December 2023 and 2022 by activity and sub-activity are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Content production & distribution | \n\n 3,321.4 | \n\n 3,211.6 | \n
| \n Production | \n\n 2,689.0 | \n\n 2,664.6 | \n
| \n Distribution | \n\n 395.3 | \n\n 387.7 | \n
| \n Others | \n\n 237.1 | \n\n 159.3 | \n
| \n Online sports betting &\u00a0gaming | \n\n 996.2 | \n\n 835.0 | \n
| \n Sportsbook | \n\n 766.4 | \n\n 670.1 | \n
| \n Casino | \n\n 154.7 | \n\n 104.8 | \n
| \n Poker | \n\n 61.4 | \n\n 49.9 | \n
| \n Turf | \n\n 13.7 | \n\n 10.3 | \n
| \n Total revenue | \n\n 4,317.6 | \n\n 4,046.6 | \n
Total revenue of the Content production & distribution business corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues.
The production stream continues its strong dynamic in both non-scripted and scripted productions, the latest benefiting from a ramp-up with the recent acquisitions notably in Iberia and Italy, which sustains the distribution stream with more finished tapes sales to the OTT players.
The Others stream has a positive organic performance with a significant increase linked to the investments in the production of live experiences.
The remaining part of Group\u2019s revenue is attributed to the Online sports betting & gaming business, which includes sportsbooks, gambling in casinos, poker and turf. The increase in revenue is the consequence of the growing player database, the product improvement and a favorable sportbook margin. Online sports betting & gaming business\u2019s revenue consists of the GGR (Gross Gaming Revenue) \u2013 difference between bets and winnings paid to players for sports betting and casino products, and commissions on horse betting and entry fees for poker products \u2013 less bonuses (credit on the gambler\u2019s account until the unveiling of the bet\u2019s result).
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2023 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,260.3 | \n\n 950.4 | \n\n 3,206.1 | \n
| \n United States of America | \n\n 579.3 | \n\n - | \n\n 579.3 | \n
| \n Rest of the world | \n\n 481.9 | \n\n 45.8 | \n\n 532.2 | \n
| \n Total revenue | \n\n 3,321.4 | \n\n 996.2 | \n\n 4,317.6 | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.0 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.5 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
Customer contract liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Deferred revenue | \n\n 695.0 | \n\n 638.0 | \n
| \n Liabilities for gaming | \n\n 55.1 | \n\n 55.4 | \n
| \n Total customer contract liabilities | \n\n 750.0 | \n\n 693.3 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognised as deferred revenue under IFRS 15.
Liabilities for gaming mainly relates to players\u2019s liabilities and bets already placed on sporting events at the reporting date but the results of which will not be known until after the end of period.
Revenue recognised in the 2023 that was included in the customer contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2023 | \n\n Revenue recognised in 2023 | \n\n Revenue not recognised yet | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 619.5 | \n\n 18.5 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31 December 2023 totalised \u20ac2,274\u00a0million for the Content production & distribution segment, including \u20ac1,919 million within one year and \u20ac300\u00a0million beyond one year (\u20ac2,246 million, including \u20ac1,945\u00a0million within one year and \u20ac301 million beyond one year, respectively in 2022).
The remaining performance obligations should essentially cover the revenue to be recognised for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.1 million and \u20ac55.4 million as of 31 December 2023 and 31 December 2022, respectively.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
The investment of the Group in TIL was done through:
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
On 11th October 2023, the UK government\u2019s Competition and Markets Authority (CMA) opened an investigation under section 25 of the Competition Act 1998 into concerns about the purchase of services from freelance providers, and the employment of staff, who support the production, creation and/or broadcast of television content in the UK. The Banijay UK label \u201cTiger Aspect\u201d is included in the investigation as are some UK broadcasters and other UK production companies. The investigation and any enforcement action potentially arising as a result could have negative consequences for the Company. The potential imposition of any monetary penalty (and the amount thereof) arising from the investigation would depend on factual findings, however at this stage it is too early to determine the likelihood or extent of any liability. Banijay is committed to co-operating fully with the CMA investigation and complying with competition law.
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
The Betclic Everest Group received in December 2021 a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13 May 2022, the Betclic Everest Group received (i) a rectification on the notice of adjustment from December 2021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.3\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
On 27 September 2022, the French tax authorities notified the Betclic Everest Group of the waiver of the wilful misconduct penalties, for the years 2018 and 2019, decreasing the adjustments from \u20ac37.3\u00a0million to \u20ac27.1\u00a0million.
The Betclic Everest Group, with the support of its legal and tax advisers, still considers that the position of the French tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association AFJEL. The Betclic Everest Group will challenge this adjustment in France, with the French tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
However, to avoid further similar adjustments from the French tax authorities, the Betclic Everest Group has decided to spontaneously pay VAT in respect of income resulting from sports bets placed by players residing in France, starting with the year 2023 in January 2024.
The Betclic Everest Group still considers that such VAT is not due and intends to claim repayment of the corresponding VAT spontaneously paid. Consequently, the amounts paid will be recognised as\u00a0 State receivables toward the French Tax Authorities in the Financial Statements.
| \n Note 28 | \n\n Off-Balance Sheet Commitments | \n
As of 31 December 2023, the off-balance sheet commitments were updated compared to 31 December 2022 as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Commitments given(1) | \n\n 100.5 | \n\n 1.3 | \n
| \n Credit Lines | \n\n 289.1 | \n\n 318.0 | \n
| \n Commitments received | \n\n 289.1 | \n\n 318.0 | \n
| \n (1)Of which Financing commitments on Hyphenated for $90\u00a0million. | \n
The other commitments given mainly correspond for 2023 & 2022 year-end end to minimum guarantees granted by distribution activity to third party producers.
The commitments received refer to confirmed credit lines not drawn.
The group has pledged shares of its subsidiaries for the benefit of (i) its noteholders under a) the 2020 Banijay Senior Notes Indenture dated February 11, 2020 with Banijay Group SAS as Senior Notes Issuer and b) the 2023 Banijay Senior Secured Notes Indenture dated September 19, 2023 with Banijay Entertainment SAS as Senior Secured Notes Issuer and; (ii) its bank pooling under the 2020 Banijay Senior Facilities Agreement dated February 11, 2020, as amended and restated, latest on April 25, 2023.
The shares of the following companies are pledged as collateral:
Banijay Entertainment SAS, Adventure Line Productions SAS, H2O Productions SAS, Banijay France SAS, Banijay Media Ltd (Ex Zodiak Media Ltd), Banijay Rights Ltd, Bwark Productions Ltd, Castaway Television Productions Ltd, RDF Television Ltd, Banijay Group US Holding Inc., Banijay Entertainment Holdings US Inc., Bunim-Murray Productions Inc., Bunim-Murray Productions LLC., M Therory Entertainement, Inc., Mobility Productions, Inc., Endemol US Holding Inc., Trully Original LLC., Screentime Pty Limited ; Endemol Shine Australia Pty Ltd., Banijay Benelux Holding B.V (EX: AP NMT JV NEWCO B.V), Endemol Shine IP B.V; Endemol Shine Nederland Holding\u00a0B.V (now Banijay Benelux Holding B.V), Endemol Shine Nederland\u00a0B.V.
Betclic Group Senior Credit Facility Agreement Tranche\u00a0A
The Betclic Group Senior Credit Facility Tranche\u00a0A was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group SAS shares and bet-at-home shares. A release of the pledge of Betclic Group\u00a0SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group\u00a0SAS in Betclic, on 31\u00a0December 2021. Additional first ranking pledges have been entered into on 25\u00a0March 2022 pursuant to which Betclic Group\u00a0SAS has granted pledges over Euro Gaming Investment\u00a0S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility..
Betclic Group Senior Credit Facility Agreement Tranche\u00a0B
The 2023 Betclic Group Senior Credit Facility Tranche B has been secured by the pledge of second ranking over bet-at-home AG shares hold by Betclic Everest Group (3,782,382\u00a0shares) and an addendum to the existing pledge over Euro Gaming Investments\u00a0SA shares and over Mangas Investment\u00a0Ltd shares. The addendum replaces and extends the existing first pledge ranking to the full scope of the 2023 Betclic Group Senior Credit Facility Agreement (Tranche\u00a0A and Tranche\u00a0B).
In the context of the TIL acquisition, Banijay Events provided to K10 an irrevocable commitment (within three years, as the case may be) to subscribe to a reserved capital increase of \u20ac50\u00a0million in exchange of another type of preferred shares (Preferred D bis Shares) (please refer to note 3.1.1 on page 240).
Confirmed credit lines not drawn for an amount of \u20ac50\u00a0million.
When the Group grants firm or contingent commitments to purchase holdings from non-controlling shareholders, the Group has generally concluded that these agreements do not grant a present ownership interest but concludes that \u201cIAS 32 \u2013 Financial instruments presentation\u2019\u2019 takes precedence over IFRS 10 \u2013 Consolidated financial statements. By recognizing a liability for the\u00a0put\u00a0option over the shares held by the non-controlling interest, no non-controlling interest is recognised. The business combination is accounted for on the basis that the underlying shares subject to the non-controlling interest\u00a0put\u00a0have been acquired.
This liability is re-measured at each reporting period end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in net finance costs, in the consolidated statement of income.
The liability is booked in the other current and non-current liabilities.
Under this approach, when dividends are paid and represent a repayment of the liability (for example, when the exercise price is adjusted to reflect dividends paid), this dividend may give rise to a reduction in equity attributable to owners of the parent.
The investment of the Group in TIL was done through:
| \n Note 28 | \n\n Off-Balance Sheet Commitments | \n
As of 31 December 2023, the off-balance sheet commitments were updated compared to 31 December 2022 as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Commitments given(1) | \n\n 100.5 | \n\n 1.3 | \n
| \n Credit Lines | \n\n 289.1 | \n\n 318.0 | \n
| \n Commitments received | \n\n 289.1 | \n\n 318.0 | \n
| \n (1)Of which Financing commitments on Hyphenated for $90\u00a0million. | \n
The other commitments given mainly correspond for 2023 & 2022 year-end end to minimum guarantees granted by distribution activity to third party producers.
The commitments received refer to confirmed credit lines not drawn.
The group has pledged shares of its subsidiaries for the benefit of (i) its noteholders under a) the 2020 Banijay Senior Notes Indenture dated February 11, 2020 with Banijay Group SAS as Senior Notes Issuer and b) the 2023 Banijay Senior Secured Notes Indenture dated September 19, 2023 with Banijay Entertainment SAS as Senior Secured Notes Issuer and; (ii) its bank pooling under the 2020 Banijay Senior Facilities Agreement dated February 11, 2020, as amended and restated, latest on April 25, 2023.
The shares of the following companies are pledged as collateral:
Banijay Entertainment SAS, Adventure Line Productions SAS, H2O Productions SAS, Banijay France SAS, Banijay Media Ltd (Ex Zodiak Media Ltd), Banijay Rights Ltd, Bwark Productions Ltd, Castaway Television Productions Ltd, RDF Television Ltd, Banijay Group US Holding Inc., Banijay Entertainment Holdings US Inc., Bunim-Murray Productions Inc., Bunim-Murray Productions LLC., M Therory Entertainement, Inc., Mobility Productions, Inc., Endemol US Holding Inc., Trully Original LLC., Screentime Pty Limited ; Endemol Shine Australia Pty Ltd., Banijay Benelux Holding B.V (EX: AP NMT JV NEWCO B.V), Endemol Shine IP B.V; Endemol Shine Nederland Holding\u00a0B.V (now Banijay Benelux Holding B.V), Endemol Shine Nederland\u00a0B.V.
Betclic Group Senior Credit Facility Agreement Tranche\u00a0A
The Betclic Group Senior Credit Facility Tranche\u00a0A was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group SAS shares and bet-at-home shares. A release of the pledge of Betclic Group\u00a0SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group\u00a0SAS in Betclic, on 31\u00a0December 2021. Additional first ranking pledges have been entered into on 25\u00a0March 2022 pursuant to which Betclic Group\u00a0SAS has granted pledges over Euro Gaming Investment\u00a0S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility..
Betclic Group Senior Credit Facility Agreement Tranche\u00a0B
The 2023 Betclic Group Senior Credit Facility Tranche B has been secured by the pledge of second ranking over bet-at-home AG shares hold by Betclic Everest Group (3,782,382\u00a0shares) and an addendum to the existing pledge over Euro Gaming Investments\u00a0SA shares and over Mangas Investment\u00a0Ltd shares. The addendum replaces and extends the existing first pledge ranking to the full scope of the 2023 Betclic Group Senior Credit Facility Agreement (Tranche\u00a0A and Tranche\u00a0B).
In the context of the TIL acquisition, Banijay Events provided to K10 an irrevocable commitment (within three years, as the case may be) to subscribe to a reserved capital increase of \u20ac50\u00a0million in exchange of another type of preferred shares (Preferred D bis Shares) (please refer to note 3.1.1 on page 240).
Confirmed credit lines not drawn for an amount of \u20ac50\u00a0million.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
On 11th October 2023, the UK government\u2019s Competition and Markets Authority (CMA) opened an investigation under section 25 of the Competition Act 1998 into concerns about the purchase of services from freelance providers, and the employment of staff, who support the production, creation and/or broadcast of television content in the UK. The Banijay UK label \u201cTiger Aspect\u201d is included in the investigation as are some UK broadcasters and other UK production companies. The investigation and any enforcement action potentially arising as a result could have negative consequences for the Company. The potential imposition of any monetary penalty (and the amount thereof) arising from the investigation would depend on factual findings, however at this stage it is too early to determine the likelihood or extent of any liability. Banijay is committed to co-operating fully with the CMA investigation and complying with competition law.
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
The Betclic Everest Group received in December 2021 a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13 May 2022, the Betclic Everest Group received (i) a rectification on the notice of adjustment from December 2021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.3\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
On 27 September 2022, the French tax authorities notified the Betclic Everest Group of the waiver of the wilful misconduct penalties, for the years 2018 and 2019, decreasing the adjustments from \u20ac37.3\u00a0million to \u20ac27.1\u00a0million.
The Betclic Everest Group, with the support of its legal and tax advisers, still considers that the position of the French tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association AFJEL. The Betclic Everest Group will challenge this adjustment in France, with the French tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
However, to avoid further similar adjustments from the French tax authorities, the Betclic Everest Group has decided to spontaneously pay VAT in respect of income resulting from sports bets placed by players residing in France, starting with the year 2023 in January 2024.
The Betclic Everest Group still considers that such VAT is not due and intends to claim repayment of the corresponding VAT spontaneously paid. Consequently, the amounts paid will be recognised as\u00a0 State receivables toward the French Tax Authorities in the Financial Statements.
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognised in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognised in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognised in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognised in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
The change in provisions between 1\u00a0January 2023\u00a0and 31\u00a0December 2023\u00a0were as follows:
| \n (in \u20ac million) | \n\n Commercial claims and litigation | \n\n Restructuring plan | \n\n Other | \n\n Total | \n
| \n As of 1\u00a0January 2022 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Additions | \n\n 5.0 | \n\n 1.9 | \n\n 7.7 | \n\n 14.6 | \n
| \n Releases | \n\n (2.7) | \n\n (2.0) | \n\n (4.8) | \n\n (9.5) | \n
| \n Reclassifications and others | \n\n 8.7 | \n\n - | \n\n (7.0) | \n\n 1.6 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n (0.0) | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n (25.6) | \n\n - | \n\n 8.5 | \n\n (17.1) | \n
| \n As of 31\u00a0December 2022 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Of which non-current provisions | \n\n 11.0 | \n\n - | \n\n 16.7 | \n\n 27.7 | \n
| \n Of which current provisions | \n\n 4.8 | \n\n 2.5 | \n\n 15.7 | \n\n 23.0 | \n
| \n As of 1\u00a0January 2023 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Additions | \n\n 0.2 | \n\n 1.6 | \n\n 2.3 | \n\n 4.1 | \n
| \n Releases | \n\n (5.7) | \n\n (2.2) | \n\n (6.7) | \n\n (14.6) | \n
| \n Reclassifications and others | \n\n 0.2 | \n\n 0.1 | \n\n 4.6 | \n\n 4.9 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n 0.0 | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n 3.4 | \n\n - | \n\n 1.5 | \n\n 4.9 | \n
| \n As of 31\u00a0December 2023 | \n\n 13.7 | \n\n 1.9 | \n\n 32.2 | \n\n 47.9 | \n
| \n Of which non-current provisions | \n\n 10.5 | \n\n - | \n\n 24.8 | \n\n 34.3 | \n
| \n Of which current provisions | \n\n 3.2 | \n\n 1.9 | \n\n 8.4 | \n\n 13.5 | \n
In 2022, as a result of the loss of control due to the winding up proceedings (\u201cwinding up by the court\u201d) over bet-at-home.com Entertainment Ltd (in liquidation), which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the company had to be deconsolidated from the bet-at-home sub-group, resulting in the disposal of the provision recognised as of 31 December 2021.
Other provisions are mainly constituted by provisions for financial losses and provisions for post-employment benefits.
Provisions are recorded only if the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an expenditure will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. It is accounted for as profit or loss in a dedicated line, net of any contingent reimbursement.
If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognised in net financial income (loss).
If the amount of the obligation cannot be reliably estimated, no provision is recorded and a disclosure is made in the notes to the consolidated financial statements.
Non-financial guarantees are accounted for as a contingent liability until such time it becomes probable that the Group will be required to make a payment under the guarantee.
Contingent liabilities are possible obligations or present obligations that cannot be measured with a sufficient reliability or that are not probable unless it is assumed in a business combination. Contingent liabilities are reviewed continuously to assess whether an outflow of resources has become probable.
| \n Note 22 | \n\n Provisions and contingent liabilities | \n
The change in provisions between 1\u00a0January 2023\u00a0and 31\u00a0December 2023\u00a0were as follows:
| \n (in \u20ac million) | \n\n Commercial claims and litigation | \n\n Restructuring plan | \n\n Other | \n\n Total | \n
| \n As of 1\u00a0January 2022 | \n\n 30.5 | \n\n 2.6 | \n\n 28.0 | \n\n 61.1 | \n
| \n Additions | \n\n 5.0 | \n\n 1.9 | \n\n 7.7 | \n\n 14.6 | \n
| \n Releases | \n\n (2.7) | \n\n (2.0) | \n\n (4.8) | \n\n (9.5) | \n
| \n Reclassifications and others | \n\n 8.7 | \n\n - | \n\n (7.0) | \n\n 1.6 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n (0.0) | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n (25.6) | \n\n - | \n\n 8.5 | \n\n (17.1) | \n
| \n As of 31\u00a0December 2022 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Of which non-current provisions | \n\n 11.0 | \n\n - | \n\n 16.7 | \n\n 27.7 | \n
| \n Of which current provisions | \n\n 4.8 | \n\n 2.5 | \n\n 15.7 | \n\n 23.0 | \n
| \n As of 1\u00a0January 2023 | \n\n 15.8 | \n\n 2.5 | \n\n 32.4 | \n\n 50.7 | \n
| \n Additions | \n\n 0.2 | \n\n 1.6 | \n\n 2.3 | \n\n 4.1 | \n
| \n Releases | \n\n (5.7) | \n\n (2.2) | \n\n (6.7) | \n\n (14.6) | \n
| \n Reclassifications and others | \n\n 0.2 | \n\n 0.1 | \n\n 4.6 | \n\n 4.9 | \n
| \n Translation adjustment | \n\n (0.1) | \n\n (0.0) | \n\n 0.0 | \n\n (0.1) | \n
| \n Change in scope of consolidation and other | \n\n 3.4 | \n\n - | \n\n 1.5 | \n\n 4.9 | \n
| \n As of 31\u00a0December 2023 | \n\n 13.7 | \n\n 1.9 | \n\n 32.2 | \n\n 47.9 | \n
| \n Of which non-current provisions | \n\n 10.5 | \n\n - | \n\n 24.8 | \n\n 34.3 | \n
| \n Of which current provisions | \n\n 3.2 | \n\n 1.9 | \n\n 8.4 | \n\n 13.5 | \n
In 2022, as a result of the loss of control due to the winding up proceedings (\u201cwinding up by the court\u201d) over bet-at-home.com Entertainment Ltd (in liquidation), which has been confirmed by the court on 13\u00a0May 2022, with retroactive effect from the date of the application, the company had to be deconsolidated from the bet-at-home sub-group, resulting in the disposal of the provision recognised as of 31 December 2021.
Other provisions are mainly constituted by provisions for financial losses and provisions for post-employment benefits.
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
On 11th October 2023, the UK government\u2019s Competition and Markets Authority (CMA) opened an investigation under section 25 of the Competition Act 1998 into concerns about the purchase of services from freelance providers, and the employment of staff, who support the production, creation and/or broadcast of television content in the UK. The Banijay UK label \u201cTiger Aspect\u201d is included in the investigation as are some UK broadcasters and other UK production companies. The investigation and any enforcement action potentially arising as a result could have negative consequences for the Company. The potential imposition of any monetary penalty (and the amount thereof) arising from the investigation would depend on factual findings, however at this stage it is too early to determine the likelihood or extent of any liability. Banijay is committed to co-operating fully with the CMA investigation and complying with competition law.
An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.
The Betclic Everest Group received in December 2021 a notice of adjustment from the French tax authorities for a total amount of \u20ac52.4\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.
On 13 May 2022, the Betclic Everest Group received (i) a rectification on the notice of adjustment from December 2021, decreasing the amount of \u20ac52.4\u00a0million to \u20ac37.3\u00a0million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of \u20ac25.8\u00a0million (wilful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.
On 27 September 2022, the French tax authorities notified the Betclic Everest Group of the waiver of the wilful misconduct penalties, for the years 2018 and 2019, decreasing the adjustments from \u20ac37.3\u00a0million to \u20ac27.1\u00a0million.
The Betclic Everest Group, with the support of its legal and tax advisers, still considers that the position of the French tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association AFJEL. The Betclic Everest Group will challenge this adjustment in France, with the French tax authorities and, if necessary, the French courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.
However, to avoid further similar adjustments from the French tax authorities, the Betclic Everest Group has decided to spontaneously pay VAT in respect of income resulting from sports bets placed by players residing in France, starting with the year 2023 in January 2024.
The Betclic Everest Group still considers that such VAT is not due and intends to claim repayment of the corresponding VAT spontaneously paid. Consequently, the amounts paid will be recognised as\u00a0 State receivables toward the French Tax Authorities in the Financial Statements.
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognised in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives). These plans are subject to service conditions.
A liability is recognised for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
The Group\u2019s obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.
The effect of discounting of the provision are presented in the net financial income (loss).
For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognised in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives). These plans are subject to service conditions.
A liability is recognised for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
Payroll costs are broken down as follows in 2023 and 2022:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Employee remuneration and social security costs | \n\n (1,251.9) | \n\n (1,283.8) | \n
| \n Employee benefits LTIP | \n\n (152.8) | \n\n (127.3) | \n
| \n Employment-related earn-out and put options expenses | \n\n (13.7) | \n\n (20.2) | \n
| \n Other employee benefits | \n\n (4.4) | \n\n (2.5) | \n
| \n Post-employement benefit - Defined benefit obligation | \n\n (1.3) | \n\n (0.9) | \n
| \n Personnel expenses | \n\n (1,424.1) | \n\n (1,434.7) | \n
The decrease in personnel expenses between periods is mainly explained by a decrease of Employee remuneration and social security costs and in particular the temporary staff in the Content production & distribution business.
As explained in the note 6 on page\u00a0250 the temporary staff costs in 2023 are impacted by the change of balance between lower temporary staff (recognised in Staff costs) and higher subcontractors costs (recognised in External expenses).
The decrease is partially offset by an increase of Employee benefits LTIPs reflecting the new LTIP plans in 2023 as explained in the note 7.2 on page 251.
The balances of the employee benefits resulting from a business acquisition arrangement are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Current assets | \n\n (0.8) | \n\n (2.2) | \n
| \n Non-current assets | \n\n - | \n\n (0.8) | \n
| \n Current liabilities | \n\n 13.5 | \n\n 10.3 | \n
| \n Non-current liabilities | \n\n 40.9 | \n\n 31.1 | \n
| \n Employment-related earn-out and put option obligation (Net) | \n\n 53.6 | \n\n 38.4 | \n
The movements in the employment-related earn-out and option obligation (net) over the years are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Balance as of 1\u00a0January | \n\n 38.4 | \n\n 17.6 | \n
| \n Service costs | \n\n 13.7 | \n\n 20.2 | \n
| \n Interest expense | \n\n 3.5 | \n\n 2.4 | \n
| \n Benefits paid | \n\n (4.0) | \n\n (3.3) | \n
| \n Change in scope | \n\n 0.5 | \n\n 2.2 | \n
| \n Translation adjustments and other movements | \n\n 1.5 | \n\n (0.6) | \n
| \n Balance as of 31\u00a0December | \n\n 53.6 | \n\n 38.4 | \n
Benefits are based on contractual formulas and computed based on business plans as validated by the business units.
Other non-current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Employee-related long-term incentives(1) | \n\n 135.3 | \n\n 213.6 | \n
| \n Long-term liabilities on earn-out and put option | \n\n 144.4 | \n\n 164.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 40.9 | \n\n 31.1 | \n
| \n Debts to right owners | \n\n 17.6 | \n\n 13.2 | \n
| \n Other employee-related liabilities | \n\n 3.3 | \n\n 3.5 | \n
| \n Other non-current liabilities | \n\n 11.1 | \n\n 15.7 | \n
| \n OTHER NON-CURRENT LIABILITIES | \n\n 352.5 | \n\n 441.3 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Other current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 181.1 | \n\n 14.3 | \n
| \n Short-term liabilities on earn-out and put option | \n\n 35.7 | \n\n 73.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 13.5 | \n\n 10.3 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 110.1 | \n\n 111.0 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 96.4 | \n\n 98.8 | \n
| \n Income tax liabilities | \n\n 43.1 | \n\n 51.6 | \n
| \n Gaming tax liabilities | \n\n 59.1 | \n\n 39.9 | \n
| \n Production-related payables | \n\n 12.1 | \n\n 3.7 | \n
| \n Payable on fixed asset purchase | \n\n 9.4 | \n\n 1.0 | \n
| \n Other current liabilities | \n\n 33.9 | \n\n 22.8 | \n
| \n OTHER CURRENT LIABILITIES | \n\n 594.3 | \n\n 426.5 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
Employees-related long-term incentives include cash-settled share-based payment liability. They are classified under the level 3 (inputs not based on observable market data).
The decrease of the liabilities on earn out and put option is mainly explained by the contribution of some Banijay Group\u2019s key managers on 4 July 2023 of most of their Banijay Group\u2019s shares owned directly to FL Entertainment (refer to note 3.1.1 on page 240). The decrease is partly offset by the put option of Balich Wonder Studio for \u20ac97.4\u00a0million (please refer to note 12.1 on page 258).
The increase of the employee-related long-term incentives is mainly explained by the new LTIP plan in 2023 as explained in the note 7.2 on page 251. This increase is partially offset by the settlement and reinvestment on 4\u00a0July 2023 of some Banijay Group\u2019s key managers their Phantom shares plans to FL Entertainment (refer to note 3.1.1 on page 240.
Other non-current liabilities relate mainly to payables owed by sub group bet-at-home to bet-at-home.com Entertainment Ltd. (in liquidation).
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives). These plans are subject to service conditions.
A liability is recognised for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
The Group issued long-term incentive plans (LTIP). They are mostly based on the value created during a defined period, in accordance with formulas mostly based on operating indicators (such as EBITDA). Some of them are settled in shares but are supplemented by a liquidity agreement granted by the Group. The others are settled in cash. Depending on the plans\u2019 terms and conditions, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives). These plans are subject to service conditions.
A liability is recognised for the services acquired over the vesting period based on the valuation of the liability. At each reporting date until the liability is settled, and at the date of settlement, the value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.
In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:
\u2022a reduction in the acquisition price;
\u2022a forfeiture of earn-outs;
\u2022a reimbursement of significant parts of the paid amounts; and
\u2022a call option on minority interests held by the manager at a price less than the fair value.
These contingent consideration arrangements aim at compensating former shareholders of the business acquired for future services and shall be recognised as a separate transaction as required by IFRS\u00a03.
Depending on the description of the contingent consideration, those transactions are recognised in accordance with IFRS\u00a02 (cash-settled share-based payment) or IAS\u00a019 (long-term incentives):
\u2022when the terms of the agreement provide the possibility to deliver equity instruments to the manager, or if the price is based on the fair value of the equity instruments, the grant is measured at fair value (determined by an independent expert) in accordance with IFRS\u00a02; and
\u2022in any other case, the grant is measured on the basis of the expected discounted cash outflow in accordance with IAS\u00a019. The measurement is usually supported by business plans.
A liability is recognised for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
When the consideration has already been paid, this amount is initially recognised as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager\u2019s performance and the Group\u2019s payment.
On 23 June 2022, Pegasus Entrepreneurs has obtained shareholders\u2019 approval for the Business Combination with FL Entertainment at the Extraordinary General Meeting.
The Business Combination has been completed on 1\u00a0July 2022. As a result, FL\u00a0Entertainment and Pegasus Entrepreneurs merged at this date, FL Entertainment being the surviving entity. Since then, FL Entertainment is listed on Euronext Amsterdam and all ordinary shares and public warrants are traded under the symbols \u201cFL Entertainment\u201d and \u201cFLE\u201d respectively with international securities identification number (\u201cISIN\u201d) NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam.
As FL\u00a0Entertainment is the accounting acquirer of the SPAC, the transaction is not considered as a business combination as defined by IFRS\u00a03. The Group received the net assets of the SPAC as well as a listing service in exchange of an issue of shares, which is considered as an equity-settled share-based payment transaction.
The fair value of the Pegasus\u2019 assets acquired, and the liabilities assumed at the date of the combination amounted as follows:
| \n Financial assets | \n\n \u20ac164.3m | \n
| \n Cash | \n\n \u20ac2.1m | \n
| \n Customers and other receivables | \n\n \u20ac0.4m | \n
| \n Founder shares | \n\n \u20ac(46.2)m | \n
| \n Founder warrants | \n\n \u20ac(3.7)m | \n
| \n Public warrants | \n\n \u20ac(2.2)m | \n
| \n Trade payables and other creditors | \n\n \u20ac(11.8)m | \n
| \n Fair value of the accounting Pegasus Entrepreneurs\u2019 net identifiable assets | \n\n \u20ac103.1m | \n
Financial assets comprised Pegasus\u2019s escrow account, after the redemption of class A Pegasus Ordinary Shares requested by some Pegasus\u2019 shareholders and included the amount related to Tikehau Capital and Financi\u00e8re Agache subscriptions for \u20ac25\u00a0million each in the context of the FPA (refer to note\u00a03.2.1 on page 241)(32).
Pegasus issued 5,150,000 founder shares to the sponsors and 100,000 founder shares to non-executive directors and chief financial officer. Pegasus issued 5,250,000\u00a0founder warrants and 7,000,000 public warrants (excluding treasury shares warrants) to the sponsors and shareholders. In addition, the number of public warrants includes 1,666,666\u00a0warrants issued to Tikehau Capital and Financi\u00e8re Agache in the context of Forward Purchase Agreement (833,333 warrants for each party). These founder shares, founders warrants and public warrants are assumed for by FL Entertainment (refer to note 21 on page 275).
In counterpart, FL\u00a0Entertainment has issued 16,426,140\u00a0ordinary shares for a fair value of \u20ac188.9\u00a0million. This number of shares includes the 5,000,000\u00a0ordinary shares subscribed by Tikehau Capital and Financi\u00e8re Agache in the context of the FPA. Because this agreement was concluded with Pegasus since the creation of Pegasus, it has been analyzed as part of the combination (refer to note 18.1 on page 271).
The difference between the fair value of the instruments issued and the net identifiable assets reflect the listing services. In accordance with IFRS\u00a02, this service expense amounting to \u20ac85.7\u00a0million has been recognised in the consolidated income statement (refer to note\u00a09 on page\u00a0254).
Payroll costs are broken down as follows in 2023 and 2022:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Employee remuneration and social security costs | \n\n (1,251.9) | \n\n (1,283.8) | \n
| \n Employee benefits LTIP | \n\n (152.8) | \n\n (127.3) | \n
| \n Employment-related earn-out and put options expenses | \n\n (13.7) | \n\n (20.2) | \n
| \n Other employee benefits | \n\n (4.4) | \n\n (2.5) | \n
| \n Post-employement benefit - Defined benefit obligation | \n\n (1.3) | \n\n (0.9) | \n
| \n Personnel expenses | \n\n (1,424.1) | \n\n (1,434.7) | \n
The decrease in personnel expenses between periods is mainly explained by a decrease of Employee remuneration and social security costs and in particular the temporary staff in the Content production & distribution business.
As explained in the note 6 on page\u00a0250 the temporary staff costs in 2023 are impacted by the change of balance between lower temporary staff (recognised in Staff costs) and higher subcontractors costs (recognised in External expenses).
The decrease is partially offset by an increase of Employee benefits LTIPs reflecting the new LTIP plans in 2023 as explained in the note 7.2 on page 251.
Certain employees of the Group benefit from several long-term incentive plans (LTIP) whose goal is to share the created value by the Group or one of its subsidiaries.
At Banijay\u2019s level, some of them are settled in shares but are supplemented by a liquidity agreement granted by the relevant intermediate business unit holding, while the remaining are settled in cash. In accordance with IFRS\u00a02, all plans are classified as cash-settled share-based payment transactions.
At Betclic Everest Group and Holding\u2019s level, those plans can either be settled in shares or in cash and are respectively classified as equity-settled or cash settled share-based payment transactions.
At Banijay\u2019s level, the Group issues to key management free share plans (\u201cAGA\u201d) and share purchase warrants (\u201cBSA\u201d).
In addition, Banijay issues phantom shares plans to certain directors and employees that require the sub-group to pay the intrinsic value of the phantom shares to the employee at the date of exercise. A summary of the plans\u2019 characteristics is presented below:
| \n Plan | \n\n Type | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n Free Share plans (AGA) | \n\n Cash-settled | \n\n 2017 to 2025 | \n\n Presence and performance | \n\n 2019 to 2029 | \n
| \n Share purchase warrants (BSA) | \n\n Cash-settled | \n\n 2021 | \n\n Presence and performance | \n\n 2026 | \n
| \n Phantom shares | \n\n Cash-settled | \n\n 2016 | \n\n Presence and performance | \n\n 2020 and 2023 | \n
| \n Phantom shares | \n\n Cash-settled | \n\n 2021 & 2023 | \n\n Presence and performance | \n\n 2024 and 2028 - 2026 and 2030 | \n
| \n Warrants on a local incentive | \n\n Cash-settled | \n\n 2023 | \n\n Presence and performance | \n\n 2028 and 2031 | \n
| \n Other | \n\n Cash-settled | \n\n 2020 to 2022 | \n\n Presence and performance | \n\n 2023 and 2034 | \n
At Betclic Everest Group\u2019s level, there are LTI plans and equity instruments that were assimilated to compensation received for goods and services rendered (cash-settled plans) issued to certain managers.
The Group has also reflected in its financial statements the impact of the grant of share-based and similar benefits to the Betclic Everest Group CEO. The contract is a three-party agreement with the Betclic Everest Group CEO, FL\u00a0Entertainment and Betclic Everest Group and it runs until 2027. The impact on the period ended 31\u00a0December 2023 financial statements has been recognised under current liabilities and shareholders' equity, in accordance with the terms of the contract.
The plans regarding each type are summarised below:
| \n Plan | \n\n Type | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n LTIP A | \n\n Cash-settled | \n\n 2018 & 2019 | \n\n Presence and Performance | \n\n 2023 | \n
| \n LTIP B | \n\n Cash-settled | \n\n 2018 & 2019 | \n\n Presence and Performance | \n\n 2021 | \n
| \n LTIP C | \n\n Cash-settled | \n\n 2020 & 2021 | \n\n Presence and Performance | \n\n 2023 | \n
| \n Preferred shares | \n\n Cash-settled | \n\n 2018, renegotiated in 2021 | \n\n Performance | \n\n 2021 | \n
| \n LTI 2023 | \n\n Equity-settled and Cash-settled | \n\n 2023 | \n\n Performance\u00a0and Presence | \n\n 2027 | \n
At Holding\u2019s level, the Group issues to key management free share plans (\u201cAGA\u201d) and phantom shares.
The plans regarding each type are summarised below:
| \n Plan | \n\n Type | \n\n Attribution date | \n\n Conditions | \n\n End of vesting period | \n
| \n Phantom shares | \n\n Cash-settled | \n\n 2023 | \n\n Presence and Performance | \n\n 2027 | \n
| \n Free shares plans (AGA) | \n\n Equity-settled | \n\n 2023 | \n\n Presence and Performance | \n\n 2025 | \n
The Group measured the liability at fair value at the closing date using the same calculation methodology as at the previous closing and based on:
\u2022updated budget forecasts based on the budget and the business plan adopted as part of the impairment tests;
\u2022assumptions such as the discount rate (9.90% for BEG and 9.52% for Banijay in 2023) and the discounts in connection with the contractual clauses of good and bad leaver updated compared to the previous closing.
The Group has recorded liabilities of \u20ac316.3 million as of 31\u00a0December 2023 (\u20ac227.9 million as of 31\u00a0December 2022). The Group recorded total expenses of \u20ac152.8 million for the period ended 31 December 2023, compared to \u20ac127.3 million for the period ended 31 December 2022. The variation is mainly explained by:
\u2022the new Betclic Everest Group \u2018s share-based plan described above running until 2027, and
\u2022the anticipated reimbursement of Banijay Group\u2019s key managers phantom shares (refer to note 3.1.1 on page 240) partially offset by
\u2022the remeasurement of the Banijay\u2019s plans following the reassessment of the Banijay Group\u2019s shares during the first semester of 2022.
The cash outflows in regards with LTIP amounted to \u2011\u20ac40.1\u00a0million for the period ended 31 December 2023, compared to -\u20ac90.5 million for the period ended 31\u00a0December 2022.
The balances of the employee benefits resulting from a business acquisition arrangement are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Current assets | \n\n (0.8) | \n\n (2.2) | \n
| \n Non-current assets | \n\n - | \n\n (0.8) | \n
| \n Current liabilities | \n\n 13.5 | \n\n 10.3 | \n
| \n Non-current liabilities | \n\n 40.9 | \n\n 31.1 | \n
| \n Employment-related earn-out and put option obligation (Net) | \n\n 53.6 | \n\n 38.4 | \n
The movements in the employment-related earn-out and option obligation (net) over the years are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Balance as of 1\u00a0January | \n\n 38.4 | \n\n 17.6 | \n
| \n Service costs | \n\n 13.7 | \n\n 20.2 | \n
| \n Interest expense | \n\n 3.5 | \n\n 2.4 | \n
| \n Benefits paid | \n\n (4.0) | \n\n (3.3) | \n
| \n Change in scope | \n\n 0.5 | \n\n 2.2 | \n
| \n Translation adjustments and other movements | \n\n 1.5 | \n\n (0.6) | \n
| \n Balance as of 31\u00a0December | \n\n 53.6 | \n\n 38.4 | \n
Benefits are based on contractual formulas and computed based on business plans as validated by the business units.
In 2023, the share-based payment is related to the ordinary shares of FL Entertainment delivered in regards with the three-party agreement between the Betlic Everest Group CEO, FL Entertainment and Betclic Everest Group (refer to note 7.2 on page 251) as well as the Phantom shares plan at Holding\u2019s level (refer to note 7.2 on page 251).
(32)Of which \u20ac160.5\u00a0million received in cash by FL Entertainment in the context of the transaction. This amount together with the cash and cash equivalents are presented on a separate caption \u201cCash received through merger with Pegasus (including FPA capital increase)\u201d in the cash-flow statement.
Grants and subsidies are recognised when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognised as \u201cOther operating income\u201d when granted.
Grants and subsidies are recognised when there is a reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.
Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.
All other grants and subsidies (such as government grants not strictly related to a program) are recognised as \u201cOther operating income\u201d when granted.
Internal costs relating to acquisition of clients are recognised as expenses.
Client databases are capitalised and recognised as intangible asset at cost or at fair value for client databases acquired in the process of business combinations.
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production & distribution business and Online sports betting &\u00a0gaming business. The segments are organised based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures are net revenue, adjusted EBITDA (definition in note\u00a04.1 on page 245), cost of net debt and adjusted free cash flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
According to IFRS\u00a08, an operating segment is a component of an entity that i) engages in business activities from which it may earn revenue and incur in expenses, ii) whose operating results are regularly reviewed by the entity\u2019s chief operating decision maker (CODM) to decide how resources should be allocated to the component and iii) for which discrete financial information is available.
The operating segments are Content production & distribution business and Online sports betting &\u00a0gaming business. The segments are organised based on the nature of the business. Holding represents amounts not allocated to the operating segments and includes certain costs related to central activities as well as group enabling functions. Intercompany elimination represents transaction inter segments that do not contribute to the Group figures.
The operating segment reporting follows the internal reporting used by the CODM \u2013\u00a0FL\u00a0Entertainment\u2019s Board of Directors \u2013\u00a0to manage the business, assess the performance based on the available financial information and to allocate the resources. The most important performance measures are net revenue, adjusted EBITDA (definition in note\u00a04.1 on page 245), cost of net debt and adjusted free cash flow as management believes this is key in evaluating the results of the segments relative to other companies that operate within the same industry.
| \n Note 4 | \n\n Segment information | \n
As described in note\u00a01.1 Presentation of the business on page 223, the Group operates two operating segments which reflect the internal organizational and management structure according to the nature of the products and services provided:
\u2022Content production & distribution business: incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences. This segment corresponds to the Banijay Group; and
\u2022Online sports betting & gaming business: comprises sports betting, poker, casino and turf. This segment corresponds to the Betclic Everest Group.
In addition, a third operating segment \u201cHolding\u201d includes the corporate activities.
As of 31\u00a0December 2023, the internal reporting has been slightly modified to focus on Banijay Group operational activities. Consequently, Banijay Group Holding has been reallocated to the Holding segment. The following tables present information in accordance with this new allocation, and the comparative information has been restated in accordance with IFRS\u00a08 \u2013 Operating segments.
The following tables present information with respect to the Group\u2019s business segments in accordance with IFRS\u00a08 for the years ended 31 December 2023 and 2022.
Profit &\u00a0loss per segment
| \n (in \u20ac million) | \n\n For the twelve-month period ended 31 December 2023 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Revenue | \n\n 3,321.4 | \n\n 996.2 | \n\n - | \n\n - | \n\n 4,317.6 | \n
| \n Adjusted EBITDA | \n\n 493.5 | \n\n 251.8 | \n\n (8.7) | \n\n - | \n\n 736.7 | \n
| \n Operating profit/(loss) | \n\n 259.7 | \n\n 168.9 | \n\n (28.2) | \n\n - | \n\n 400.5 | \n
| \n Cost of net debt | \n\n (178.4) | \n\n (13.7) | \n\n (3.6) | \n\n - | \n\n (195.6) | \n
| \n Net income/(loss) | \n\n (12.3) | \n\n 118.7 | \n\n (32.8) | \n\n - | \n\n 73.6 | \n
| \n Attributable to: | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Non-controlling interests | \n\n 7.1 | \n\n 5.8 | \n\n - | \n\n - | \n\n 12.8 | \n
| \n Shareholders | \n\n (19.4) | \n\n 112.9 | \n\n (32.8) | \n\n - | \n\n 60.8 | \n
| \n (in \u20ac million) | \n\n For the twelve-month period ended 31 December 2022 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n - | \n\n - | \n\n 4,046.6 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n - | \n\n 670.2 | \n
| \n Operating profit/(loss) | \n\n 236.6 | \n\n 163.3 | \n\n (145.2) | \n\n - | \n\n 254.7 | \n
| \n Cost of net debt | \n\n (127.5) | \n\n (12.1) | \n\n (4.1) | \n\n - | \n\n (143.6) | \n
| \n Net income/(loss) | \n\n 56.8 | \n\n 112.2 | \n\n (250.1) | \n\n - | \n\n (81.1) | \n
| \n Attributable to: | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Non-controlling interests | \n\n 31.7 | \n\n 44.6 | \n\n (69.4) | \n\n - | \n\n 6.9 | \n
| \n Shareholders | \n\n 25.1 | \n\n 67.7 | \n\n (180.8) | \n\n - | \n\n (88.0) | \n
The Group considers Adjusted EBITDA to be a useful metric for evaluating its operating performance as it facilitates a comparison of its core operating results from period to period by removing the impact of, among other things, its capital structure, asset base and tax consequences. Adjusted EBITDA is a non-IFRS\u00a0measures and, as a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names
Adjusted EBITDA is defined as the operating profit for that period excluding restructuring costs and other non-core items, costs associated with the long-term incentive plan within the Group (the \u201cLTIP\u201d) and employment related earn-out and option expenses, and depreciation and amortization (excluding D&A fiction and operational provisions).
Those adjustments items include:
\u2022restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transaction that are significant, infrequent or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as \u201cnon-core items\u201d), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The detail of these costs is provided in note 9 on page 252;
\u2022LTIP and employment-related earn-out and option expenses: reference is made to employee benefits Long-Term Incentive Plans and employee benefits obligations resulting from a business acquisition arrangement. The detail of these costs is provided in notes\u00a07.2 and 7.3 on pages 251 and 253;
\u2022depreciation and amortization (excluding D&A fiction and operational provisions): depreciation and amortization of software and intangible assets, PPE own property, right-of-use and intangible assets acquired in business combinations. D&A fiction are costs related to the amortization of fiction production, which the Group considers to be operating costs as well as operational provisions. As a result of the D&A fiction and the operational provision, the depreciation and amortization line item in the consolidated financial statement of income deviates from the depreciation and amortization costs in this line item.
The table below presents the reconciliation of operating profit before exceptional items and amortization of acquisition-related intangibles to Adjusted EBITDA for 2023 and 2022:
| \n (in \u20ac million) | \n\n 2023 | \n|||
| \n Content production & distribution | \n\n Online sports betting & gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss) | \n\n 259.7 | \n\n 168.9 | \n\n (28.2) | \n\n 400.5 | \n
| \n Restructuring costs and other non-core items | \n\n 37.2 | \n\n (5.3) | \n\n 2.5 | \n\n 34.3 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 71.3 | \n\n 78.1 | \n\n 17.0 | \n\n 166.5 | \n
| \n Depreciation and amortization (excluding D&A fiction(1) | \n\n 125.3 | \n\n 10.1 | \n\n 0.0 | \n\n 135.4 | \n
| \n Adjusted EBITDA | \n\n 493.5 | \n\n 251.8 | \n\n (8.7) | \n\n 736.7 | \n
| \n (1)\u20ac0.1 million of amortization of fiction production recognised in 2023. (2)-\u20ac1.2 million of variation of current assets impairment or provision. | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production & distribution | \n\n Online sports betting & gaming | \n\n Holding | \n\n Total Group | \n|
| \n Operating profit/(loss) | \n\n 236.6 | \n\n 163.3 | \n\n (145.2) | \n\n 254.7 | \n
| \n Restructuring costs and other non-core items | \n\n 29.5 | \n\n (8.7) | \n\n 106.4 | \n\n 127.3 | \n
| \n LTIP and employment-related earn-out and option expenses | \n\n 76.7 | \n\n 36.7 | \n\n 34.1 | \n\n 147.5 | \n
| \n Depreciation and amortization (excluding D&A fiction(1) | \n\n 129.2 | \n\n 11.5 | \n\n 0.0 | \n\n 140.7 | \n
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n (1)\u20ac8.0 million of amortization of fiction production recognised in 2022. (2)-\u20ac1.4 million of variation of current assets impairment or provision. | \n
| \n (in \u20ac million) | \n\n 2023 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 3,167.7 | \n\n 329.9 | \n\n 116.5 | \n\n - | \n\n 3,614.0 | \n
| \n Current assets | \n\n 1,922.0 | \n\n 192.4 | \n\n 17.7 | \n\n (13.1) | \n\n 2,119.0 | \n
| \n Total assets | \n\n 5,089.6 | \n\n 522.3 | \n\n 134.2 | \n\n (13.1) | \n\n 5,733.0 | \n
| \n Non-current liabilities | \n\n 2,813.4 | \n\n 206.0 | \n\n 192.7 | \n\n - | \n\n 3,212.1 | \n
| \n Current liabilities | \n\n 1,952.3 | \n\n 347.3 | \n\n 181.3 | \n\n (13.1) | \n\n 2,467.7 | \n
| \n Total liabilities (excluding equity) | \n\n 4,765.7 | \n\n 553.3 | \n\n 374.0 | \n\n (13.1) | \n\n 5,679.8 | \n
| \n (in \u20ac million) | \n\n 2022 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Non-current assets | \n\n 2,920.3 | \n\n 328.3 | \n\n - | \n\n - | \n\n 3,248.6 | \n
| \n Current assets | \n\n 1,906.1 | \n\n 105.1 | \n\n 56.8 | \n\n (74.0) | \n\n 1,994.1 | \n
| \n Total assets | \n\n 4,828.0 | \n\n 433.4 | \n\n 55.3 | \n\n (74.0) | \n\n 5,242.6 | \n
| \n Non-current liabilities | \n\n 2,563.4 | \n\n 153.7 | \n\n 311.3 | \n\n - | \n\n 3,028.4 | \n
| \n Current liabilities | \n\n 1,841.8 | \n\n 280.8 | \n\n 147.6 | \n\n (74.0) | \n\n 2,196.2 | \n
| \n Total liabilities (excluding equity) | \n\n 4,405.2 | \n\n 434.6 | \n\n 458.9 | \n\n (74.0) | \n\n 5,224.6 | \n
Non-current assets are mainly constituted by goodwill resulting from Banijay Group\u2019s acquisitions, intangible assets, right-of use assets, property, plant and equipment, financial interests in non-consolidated companies, the non-current portion of the derivative financial assets and deferred taxes.
Current assets are mainly constituted by trade receivables, cash and cash equivalents, tax and grant receivables and work in progress which correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect subsequent Intellectual Property revenue) that have not been delivered at reporting date, as the Group recognises its production revenue upon delivery of the materials to the customer.
Non-current liabilities include primarily long-term borrowings, long-term lease liabilities, employee-related long-term incentives, long-term liabilities on non-controlling interests and other non-current liabilities.
Current liabilities are mainly constituted by short-term borrowings, trade payables, employee-related payables, tax liabilities, short term liabilities on non-controlling interests, employments-related earn out and option obligations and deferred income that relates to undelivered programs that are work-in progress (or intangible assets-in-progress) and that have already been invoiced. This deferred income corresponds to the contract liabilities (in accordance with IFRS\u00a015).
Non-current assets are mainly composed of goodwill generated from acquisitions, intangible assets (mainly IT software and online gaming platform), right-of use assets, fair value of financial derivatives (interest rate swap on loans) and non-current restricted cash and cash equivalents.
Current assets primarily comprise cash and cash equivalents, trade receivables from providers (refer to note\u00a017.2 on page 268), and other current assets.
Non-current liabilities are composed by long-term borrowings and employee-related long-term incentives.
Current liabilities are primarily constituted by short-term borrowings, intercompany debt with other segments, betting taxes, income taxes, liabilities related to the Betclic Everest Group's incentive plans (LTIP) and Liabilities for gaming bets (refer to note 17.5 on page 269).
Non-current assets are mainly composed by financial assets.
Current assets are mainly constituted by tax receivables (excluding income tax) and cash and cash equivalents.
Non-current liabilities mainly comprise other securities, employee-related long-term incentives, long-term liabilities on non-controlling interests and other non-current liabilities.
Current liabilities correspond mainly to supplier payables and vendor loans issued in the context of the transaction occurred in 2022, employee-related long-term incentives.
Net debt per Segment
| \n (in \u20ac million) | \n\n 31 December 2023 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds | \n\n 1,284.2 | \n\n - | \n\n - | \n\n - | \n\n 1,284.2 | \n
| \n Bank borrowings and other | \n\n 1,213.7 | \n\n 223.6 | \n\n - | \n\n - | \n\n 1,437.3 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 37.0 | \n\n 0.2 | \n\n - | \n\n - | \n\n 37.2 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n 143.5 | \n\n - | \n\n 143.5 | \n
| \n Bank overdrafts | \n\n 1.5 | \n\n - | \n\n - | \n\n - | \n\n 1.5 | \n
| \n Total bank indebtedness and other | \n\n 2,536.4 | \n\n 223.8 | \n\n 143.5 | \n\n - | \n\n 2,903.7 | \n
| \n Cash and cash equivalents | \n\n (369.4) | \n\n (93.3) | \n\n (1.5) | \n\n - | \n\n (464.2) | \n
| \n Funding of Gardenia (1) | \n\n - | \n\n - | \n\n (79.7) | \n\n - | \n\n (79.7) | \n
| \n Trade receivables on providers | \n\n \u00a0 | \n\n (60.8) | \n\n \u00a0 | \n\n \u00a0 | \n\n (60.8) | \n
| \n Players\u2019 liabilities | \n\n \u00a0 | \n\n 50.2 | \n\n \u00a0 | \n\n \u00a0 | \n\n 50.2 | \n
| \n Cash in trusts and restricted cash | \n\n \u00a0 | \n\n (30.7) | \n\n (0.3) | \n\n \u00a0 | \n\n (31.0) | \n
| \n Net cash and cash equivalents and other | \n\n (369.4) | \n\n (134.6) | \n\n (81.5) | \n\n - | \n\n (585.5) | \n
| \n Net debt before derivatives effects | \n\n 2 167.0 | \n\n 89.1 | \n\n 62.0 | \n\n - | \n\n 2,318.2 | \n
| \n Derivatives \u2013 liabilities | \n\n 6.4 | \n\n - | \n\n - | \n\n - | \n\n 6.4 | \n
| \n Derivatives \u2013 assets | \n\n (44.0) | \n\n (0.6) | \n\n - | \n\n - | \n\n (44.6) | \n
| \n Net debt | \n\n 2 129.4 | \n\n 88.6 | \n\n 62.0 | \n\n - | \n\n 2,280.0 | \n
| \n (1)Fair value of the financial instrument represents the funding by FL Entertainment of the entity \u201cGardenia\u201d as described in the note 23.1 on page\u00a0278. | \n
| \n (in \u20ac million) | \n\n 31 December 2022 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Inter-company elimination | \n\n Total Group | \n|
| \n Bonds | \n\n 1,330.8 | \n\n - | \n\n - | \n\n - | \n\n 1,330.8 | \n
| \n Bank borrowings and other(1) | \n\n 1,035.1 | \n\n 179.0 | \n\n - | \n\n (74.0) | \n\n 1,140.1 | \n
| \n Accrued interests on bonds and bank borrowings | \n\n 29.5 | \n\n 0.1 | \n\n - | \n\n - | \n\n 29.6 | \n
| \n Vendor loans | \n\n - | \n\n - | \n\n 138.4 | \n\n - | \n\n 138.4 | \n
| \n Bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Total bank indebtedness | \n\n 2,395.4 | \n\n 179.1 | \n\n 138.4 | \n\n (74.0) | \n\n 2,638.9 | \n
| \n Cash and cash equivalents and other(1) | \n\n (429.4) | \n\n (72.1) | \n\n (51.9) | \n\n 74.0 | \n\n (479.4) | \n
| \n Trade receivables on providers | \n\n \n | \n\n (13.1) | \n\n \u00a0 | \n\n \n | \n\n (13.1) | \n
| \n Players\u2019 liabilities | \n\n \n | \n\n 50.6 | \n\n \u00a0 | \n\n \n | \n\n 50.6 | \n
| \n Cash in trusts and restricted cash | \n\n \n | \n\n (31.2) | \n\n (0.5) | \n\n \n | \n\n (31.6) | \n
| \n Net cash and cash equivalents | \n\n (429.4) | \n\n (65.8) | \n\n (52.4) | \n\n 74.0 | \n\n (473.6) | \n
| \n Net debt before derivatives effects | \n\n 1,966.1 | \n\n 113.3 | \n\n 85.9 | \n\n - | \n\n 2,165.3 | \n
| \n Derivatives \u2013 liabilities | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Derivatives \u2013 assets | \n\n (69.1) | \n\n (5.4) | \n\n - | \n\n - | \n\n (74.5) | \n
| \n Net debt | \n\n 1,897.0 | \n\n 107.9 | \n\n 85.9 | \n\n - | \n\n 2,090.8 | \n
| \n (1)Including intercompany loans. | \n
The variation of the bank indebtedness for the Content production & distribution segment is mainly explained by (i) the completion of the refinancing of the 2020 Banijay Facilities B in Euros and in US Dollars which increased its bank borrowings for a total amount equivalent to \u20ac205\u00a0million, offset by (ii) the anticipated reimbursement of the 2023 Banijay SSN for an equivalent amount of \u20ac37\u00a0million (refer to note 3.1.2).
Betclic Everest Group also obtained at the end of May 2023 an additional facility agreement for an additional tranche to the \u20ac165\u00a0million 2020 Betclic Group Senior Credit Facility Tranche A, issued on 23\u00a0September 2020, increasing the bank borrowings for Online sports betting & gaming segment by \u20ac150\u00a0million (2023 Betclic Group Senior Credit Facility Tranche B with a maturity of June 2025) (refer to note 3.1.3.1 on page\u00a0241).
| \n (in \u20ac million) | \n\n For the twelve-month period ended 31 December 2023 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 370.1 | \n\n 162.3 | \n\n (15.4) | \n\n - | \n\n 517.0 | \n
| \n Cash flow (used in)/from investing activities | \n\n (206.9) | \n\n (10.4) | \n\n 154.0 | \n\n (272.7) | \n\n (336.1) | \n
| \n Cash flow (used in)/from financing activities | \n\n (161.5) | \n\n (130.6) | \n\n (148.2) | \n\n 272.7 | \n\n (167.6) | \n
| \n Impact of foreign exchanges rates | \n\n (29.7) | \n\n - | \n\n - | \n\n - | \n\n (29.7) | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n (28.1) | \n\n 21.3 | \n\n (9.7) | \n\n - | \n\n (16.5) | \n
| \n Cash and cash equivalents as of 1\u00a0January | \n\n 396.2 | \n\n 72.1 | \n\n 11.2 | \n\n - | \n\n 479.4 | \n
| \n Cash and cash equivalents as of 30\u00a0December | \n\n 368.1 | \n\n 93.3 | \n\n 1.5 | \n\n - | \n\n 462.9 | \n
| \n (in \u20ac million) | \n\n 2023 | \n|||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 493.5 | \n\n 251.8 | \n\n (8.7) | \n\n 736.7 | \n
| \n Purchase of property, plant and equipment and intangible assets, net of disposals | \n\n (73.3) | \n\n (10.8) | \n\n (0.0) | \n\n (84.1) | \n
| \n Total cash outflows for leases that are not recognised as rental expenses | \n\n (42.7) | \n\n (3.7) | \n\n - | \n\n (46.4) | \n
| \n ADJUSTED FREE-CASH FLOW | \n\n 377.5 | \n\n 237.3 | \n\n (8.7) | \n\n 606.2 | \n
| \n Changes in working capital excluding LTIP payments, exceptional items, trade receivables on providers and players' liabilities | \n\n (9.9) | \n\n 13.5 | \n\n 2.0 | \n\n 5.5 | \n
| \n Income tax paid | \n\n (48.1) | \n\n (51.1) | \n\n 0.1 | \n\n (99.1) | \n
| \n adjusted operating free-cash flow | \n\n 319.5 | \n\n 199.7 | \n\n (6.6) | \n\n 512.6 | \n
| \n (in \u20ac million) | \n\n For the twelve-month period ended 31 December 2022 | \n||||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Intercompany elimination | \n\n Total Group | \n|
| \n Net cash flow from operating activities | \n\n 380.4 | \n\n 107.4 | \n\n (29.2) | \n\n - | \n\n 458.6 | \n
| \n Cash flow (used in)/from investing activities | \n\n (147.4) | \n\n (16.3) | \n\n 171.2 | \n\n - | \n\n 7.5 | \n
| \n Cash flow (used in)/from financing activities | \n\n (198.2) | \n\n (106.9) | \n\n (133.0) | \n\n - | \n\n (438.2) | \n
| \n Impact of foreign exchanges rates | \n\n 19.1 | \n\n - | \n\n - | \n\n - | \n\n 19.1 | \n
| \n Net increase/(decrease) in cash and cash equivalents | \n\n 53.8 | \n\n (15.8) | \n\n 9.0 | \n\n - | \n\n 47.0 | \n
| \n Cash and cash equivalents as of 1 January | \n\n 342.4 | \n\n 87.9 | \n\n 2.2 | \n\n - | \n\n 432.4 | \n
| \n Cash and cash equivalents as of 31\u00a0December | \n\n 396.2 | \n\n 72.1 | \n\n 11.2 | \n\n - | \n\n 479.4 | \n
| \n (in \u20ac million) | \n\n 2022 | \n|||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Holding | \n\n Total Group | \n|
| \n Adjusted EBITDA | \n\n 472.1 | \n\n 202.8 | \n\n (4.7) | \n\n 670.2 | \n
| \n Purchase of property, plant and equipment and intangible assets, net of disposals | \n\n (60.3) | \n\n (7.9) | \n\n (0.0) | \n\n (68.1) | \n
| \n Total cash outflows for leases that are not recognised as rental expenses | \n\n (44.1) | \n\n (3.3) | \n\n - | \n\n (47.3) | \n
| \n ADJUSTED FREE-CASH FLOW | \n\n 367.8 | \n\n 191.8 | \n\n (4.7) | \n\n 554.7 | \n
| \n Changes in working capital excluding LTIP payments, exceptional items, trade receivables on providers and players' liabilities | \n\n (12.9) | \n\n 3.5 | \n\n 2.6 | \n\n (6.8) | \n
| \n Income tax paid | \n\n (49.4) | \n\n (25.2) | \n\n 0.1 | \n\n (74.5) | \n
| \n adjusted operating free-cash flow | \n\n 305.3 | \n\n 170.1 | \n\n (2.0) | \n\n 473.4 | \n
Revenue
Information by geographical area based on the location of the customer is as follows:
| \n (in \u20ac million) Revenue by geographical area | \n\n 2023 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,260.3 | \n\n 950.4 | \n\n 3,206.1 | \n
| \n United States of America | \n\n 579.3 | \n\n - | \n\n 579.3 | \n
| \n Rest of the world | \n\n 481.9 | \n\n 45.8 | \n\n 532.2 | \n
| \n Total revenue | \n\n 3,321.4 | \n\n 996.2 | \n\n 4,317.6 | \n
| \n (in \u20ac million) Revenue by geographical area | \n\n 2022 | \n||
| \n Content production & distribution | \n\n Online sports betting &\u00a0gaming | \n\n Total Group | \n|
| \n Europe | \n\n 2,155.3 | \n\n 822.5 | \n\n 2,977.8 | \n
| \n United States of America | \n\n 668.0 | \n\n - | \n\n 668.0 | \n
| \n Rest of the world | \n\n 388.4 | \n\n 12.5 | \n\n 400.8 | \n
| \n Total revenue | \n\n 3,211.6 | \n\n 835.0 | \n\n 4,046.6 | \n
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Current income tax | \n\n (84.8) | \n\n (84.4) | \n
| \n Deferred income tax | \n\n 6.6 | \n\n 7.5 | \n
| \n Total tax expense | \n\n (78.2) | \n\n (76.9) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognised in other comprehensive income:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Deferred Tax | \n\n 3.9 | \n\n (9.1) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n 3.9 | \n\n (9.1) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n 3.9 | \n\n (9.1) | \n
| \n (in \u20ac million) | \n\n Total net | \n
| \n Balance as of 1\u00a0January 2022 | \n\n 44.4 | \n
| \n Deferred tax recognised in profit or loss | \n\n 7.6 | \n
| \n Deferred tax recognised in invested equity | \n\n (9.0) | \n
| \n Deferred tax recognised in business combinations | \n\n 1.1 | \n
| \n Translation differences | \n\n 0.6 | \n
| \n Reclassification | \n\n 0.1 | \n
| \n Other movements | \n\n (0.3) | \n
| \n Balance as of 31\u00a0December 2022 | \n\n 44.5 | \n
| \n Deferred tax recognised in profit or loss | \n\n 6.6 | \n
| \n Deferred tax recognised in invested equity | \n\n 3.9 | \n
| \n Deferred tax recognised in business combinations | \n\n (4.1) | \n
| \n Translation differences | \n\n - | \n
| \n Reclassification | \n\n (0.3) | \n
| \n Other movements | \n\n - | \n
| \n Balance as of 31\u00a0December 2023 | \n\n 50.5 | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax loss carryforwards | \n\n 47.4 | \n\n 52.2 | \n
| \n Share-based payment (cash settled) and other provisions for retirement | \n\n 9.9 | \n\n 6.3 | \n
| \n PPA | \n\n (24.4) | \n\n (25.0) | \n
| \n IFRS 16 | \n\n 3.2 | \n\n 0.9 | \n
| \n Financial instruments | \n\n (3.8) | \n\n (5.9) | \n
| \n Others | \n\n 18.3 | \n\n 16.0 | \n
| \n Deferred tax assets/(liabilities), net | \n\n 50.6 | \n\n 44.5 | \n
| \n O/w deferred tax assets | \n\n 58.4 | \n\n 51.9 | \n
| \n O/w deferred tax liabilities | \n\n 7.9 | \n\n 7.4 | \n
The Group analyzed the potential utilization of the deferred tax asset arising from tax loss carryforwards in a near future (i.e., based on expected taxable profits in the next two years).
The cumulated unrecognised tax loss carryforwards as of 31\u00a0December 2023 amounted to \u20ac195.0\u00a0million (\u20ac142.3\u00a0million in 2022).
The main part of the tax loss carryforwards can be used indefinitely. However, in certain geographies such as France, UK, US, Netherlands and Italy some of those tax loss carryforwards are restricted in their consumption (for instance limited to a certain amount or percentage of taxable income).
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognised in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (Contribution on added value) and IRAP Tax in Italy (Regional production tax) as income\u00a0tax.
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date. Current income taxes pertaining to items recognised in \u201cother comprehensive income\u201d are recorded in the same category and not as profit or loss.
The Group classifies the CVAE in France (Contribution on added value) and IRAP Tax in Italy (Regional production tax) as income\u00a0tax.
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
| \n Note 11 | \n\n Income tax | \n
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Current income tax | \n\n (84.8) | \n\n (84.4) | \n
| \n Deferred income tax | \n\n 6.6 | \n\n 7.5 | \n
| \n Total tax expense | \n\n (78.2) | \n\n (76.9) | \n
In addition to the amount charged to profit or loss, the following amounts relating to tax have been recognised in other comprehensive income:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Deferred Tax | \n\n 3.9 | \n\n (9.1) | \n
| \n Deferred tax on fair value adjustment on cash flow hedge | \n\n 3.9 | \n\n (9.1) | \n
| \n Items to be subsequently reclassified to profit or loss | \n\n 3.9 | \n\n (9.1) | \n
The Group\u2019s profit is generated in several countries. The tax rate is subject to changes in actual local tax rates and depends on the relative contributions of the different countries in the Group\u2019s profit.
The current tax rates for French companies in the Group is 25.83% in fiscal year 2023 and 25.83% in 2022.
The following table shows a reconciliation of the theoretical tax expense calculated at the French applicable rate, the Parent Company being a tax resident in France, and the recognised income tax expense:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Consolidated net income/(loss) | \n\n 73.6 | \n\n (81.1) | \n
| \n Income from associates and joint venture | \n\n (4.3) | \n\n (2.2) | \n
| \n Net income of consolidated companies | \n\n 77.8 | \n\n (78.9) | \n
| \n Income tax | \n\n (78.2) | \n\n (76.9) | \n
| \n Net income of consolidated companies before tax | \n\n 156.1 | \n\n (2.0) | \n
| \n Applicable corporate tax rate | \n\n 25.83% | \n\n 25.83% | \n
| \n Theoretical tax charges | \n\n (40.3) | \n\n \u00a00.5 | \n
| \n Impact from tax rate differentials | \n\n 2.3 | \n\n 8.6 | \n
| \n Change in unrecognised deferred tax assets(1) | \n\n (40.7) | \n\n (16.0) | \n
| \n Savings/charge on permanent tax differences(2) | \n\n 6.2 | \n\n (58.6) | \n
| \n Tax without basis(3) | \n\n (6.7) | \n\n (11.6) | \n
| \n Other | \n\n 1.0 | \n\n 0.2 | \n
| \n Group tax expense | \n\n (78.2) | \n\n (76.9) | \n
| \n (1)The negative impact on unrecognised deferred tax assets in 2023 and 2022 is mainly driven by the impact of deferred tax non-recognition in France and Italy following unfavorable tax planning. in the Content production & distribution business, and the non-recognition of deferred tax assets in FL Entertainment. (2)In 2023, permanent tax differences are mainly linked to the remeasurement of financial assets related to the investments in The Independents (please refer to note 3.1.1 on page 240) In 2022, permanent tax differences are mainly linked to IFRS expenses related to LTIP and listing expenses that are mostly not tax deductible (please refer to note 3.2.1 on page 241). (3)These amounts mainly reflect the CVAE in France, IRAP in Italy, and state-tax in the US as well as withholding taxes. | \n
The reconciling items reflect the effect of tax rate differentials and changes as well as the tax effects of non-taxable income or non-deductible expenses arising from permanent differences between local tax bases and the financial statements presented under IFRS.
| \n (in \u20ac million) | \n\n Total net | \n
| \n Balance as of 1\u00a0January 2022 | \n\n 44.4 | \n
| \n Deferred tax recognised in profit or loss | \n\n 7.6 | \n
| \n Deferred tax recognised in invested equity | \n\n (9.0) | \n
| \n Deferred tax recognised in business combinations | \n\n 1.1 | \n
| \n Translation differences | \n\n 0.6 | \n
| \n Reclassification | \n\n 0.1 | \n
| \n Other movements | \n\n (0.3) | \n
| \n Balance as of 31\u00a0December 2022 | \n\n 44.5 | \n
| \n Deferred tax recognised in profit or loss | \n\n 6.6 | \n
| \n Deferred tax recognised in invested equity | \n\n 3.9 | \n
| \n Deferred tax recognised in business combinations | \n\n (4.1) | \n
| \n Translation differences | \n\n - | \n
| \n Reclassification | \n\n (0.3) | \n
| \n Other movements | \n\n - | \n
| \n Balance as of 31\u00a0December 2023 | \n\n 50.5 | \n
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax loss carryforwards | \n\n 47.4 | \n\n 52.2 | \n
| \n Share-based payment (cash settled) and other provisions for retirement | \n\n 9.9 | \n\n 6.3 | \n
| \n PPA | \n\n (24.4) | \n\n (25.0) | \n
| \n IFRS 16 | \n\n 3.2 | \n\n 0.9 | \n
| \n Financial instruments | \n\n (3.8) | \n\n (5.9) | \n
| \n Others | \n\n 18.3 | \n\n 16.0 | \n
| \n Deferred tax assets/(liabilities), net | \n\n 50.6 | \n\n 44.5 | \n
| \n O/w deferred tax assets | \n\n 58.4 | \n\n 51.9 | \n
| \n O/w deferred tax liabilities | \n\n 7.9 | \n\n 7.4 | \n
The Group analyzed the potential utilization of the deferred tax asset arising from tax loss carryforwards in a near future (i.e., based on expected taxable profits in the next two years).
The cumulated unrecognised tax loss carryforwards as of 31\u00a0December 2023 amounted to \u20ac195.0\u00a0million (\u20ac142.3\u00a0million in 2022).
The main part of the tax loss carryforwards can be used indefinitely. However, in certain geographies such as France, UK, US, Netherlands and Italy some of those tax loss carryforwards are restricted in their consumption (for instance limited to a certain amount or percentage of taxable income).
Differences existing at closing between the tax bases of assets and liabilities and their carrying value in the consolidated statement of financial position give rise to temporary differences, except for non-tax-deductible goodwill. Pursuant to the liability method, these temporary differences result in the accounting of:
\u2022deferred tax assets, when the tax base value is greater than the carrying value (expected future tax saving);\u00a0and
\u2022deferred tax liabilities, when the tax base value is lower than the carrying value (expected future tax expense).
Deferred tax assets and liabilities are measured at the expected tax rates for the year during the Group expects the asset will be realised or the liability settled, based on tax rates (and tax regulations) enacted or substantially enacted by the closing date. They are reviewed at the end of each year, in line with any changes in applicable tax rates.
Deferred tax assets for all deductible temporary differences, tax loss carry-forwards and unused tax credits are only recognised to the extent that it is probable that future taxable profit will be available against to utilise them.
The carrying value of deferred tax assets is reviewed at each closing date, and revalued or reduced to the extent that it is more or less probable that a taxable profit will be available to allow the deferred tax asset to be utilised. When assessing the probability of a taxable profit being available, account is taken, primarily, of prior years\u2019 results, forecasted future results, non-recurring items unlikely to occur in the future and the tax strategy. As such, the assessment of the Group\u2019s ability to utilise tax losses carried forward is to a large extent judgment based. If the future taxable results of the group proved to differ significantly from those expected, the Group would be required to increase or decrease the carrying value of deferred tax assets with a potentially material impact on the Group\u2019s statement of financial position and statement of income.
Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity or tax group. They are classified in the statement of financial position as non-current assets and liabilities.
Deferred tax shall be charged or credited directly to equity, and not profit and loss if the tax relates to items that are credited or charged directly to equity. Deferred taxes resulting from the recognition of asset or liability in a business combination are recognised in the same way.
A related party is a person or an entity that is related to the Group. These include both people and entities that have, or are subject to, the influence or control of the Group (e.g.,\u00a0shareholders, key management personnel). Transactions with related parties are accounted for in accordance with the requirements of relevant IFRS and take into account the substance as well as the legal form.
The management assessed the Group\u2019s ability to continue as a going concern when preparing the consolidated financial statements.
As of 31 December 2023, the equity continues to increase to a total amount of \u20ac53.2\u00a0million compared to \u20ac18.0\u00a0million as of 31\u00a0December 2022. In addition, the current part of the financial liabilities is covered by the current part of the financial assets and cash and cash equivalents held by the Group.
The result turned positive again in 2023 to \u20ac73.6\u00a0million compared to a net loss in 2022 which was mainly due to the non-recurring transaction costs incurred, which are largely non-cash, and the impact of the change of fair value of the put options and LTIP debts following the re-assessment of Banijay Group shares in relation with the Group\u2019s reorganization.
In terms of liquidity, the management has performed a monthly cash flow forecast for the next year. This forecast includes an organic growth with a high degree of certainty predictability due to the group activity, dividend cash out and repayment of borrowings and other financial liabilities. This forecast confirmed the absence of solvency risk and that the group is confident in its capacity to cover its needs.
As described in the note 3.1.2 on page 240, Banijay completed (i) the refinancing of the 2020 Banijay Facilities B in Euros and in US Dollars resulting in a 3-year extension of their maturities until March 2028 and (ii) the refinancing of the 2020 Banijay Senior Secured Notes in Euros and in US Dollars resulting with new maturities in May 2029.
In addition, there is no breach of financial covenants to be reported.
As of 31 December 2023, the Group also modelled a scenario assuming a decrease of 10% of activity in 2024 and 2025 compared to the budget 2024 and Business plan 2025 to assess whether there is sufficient liquidity position. In this scenario, the Group would have enough liquidity and financing facilities to continue its operation. A stress test to a decrease of activity by 15% was also performed and lead to the same conclusion.
In addition, as of 31 December 2023, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac250.1\u00a0million.
The Content production & distribution business is subject to financial covenants, namely concerning 2023 Banijay RCF (revolving credit facility) in the event of a drawdown of 40% for 2023 Banijay RCF. The Holding segment is also subject to a financial covenant. On 31 December 2023, although the 2023 Banijay RCF and 2023 FLE RCF are not drawn, such financial covenants are satisfied.
Based on the above, management considers the Group has sufficient resources to continue operating for at least 12\u00a0months and that there are no material uncertainties about the Group\u2019s ability to continue as going concern.
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
| \n Tax and duties | \n\n (4.0) | \n\n (2.6) | \n
| \n President fees | \n\n (19.8) | \n\n (16.9) | \n
| \n Other operational expenses | \n\n (1.0) | \n\n (10.9) | \n
| \n Other operational income | \n\n 2.6 | \n\n 1.2 | \n
| \n Other operating income and expenses | \n\n (56.6) | \n\n (156.5) | \n
| \n Of which other operating income | \n\n 7.0 | \n\n 19.6 | \n
| \n Of which other operating expenses | \n\n (63.5) | \n\n (176.1) | \n
The decrease in other operating income and expenses is mainly attributable to the restructuring charges and other non-core items in 2022, explained below.
Restructuring charges and other non-core items are detailed as follows:
| \n In \u20ac million | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring costs and reorganization | \n\n (32.5) | \n\n (11.8) | \n
| \n FLE's reorganization operation and listing fees | \n\n - | \n\n (106.1) | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) - | \n\n (9.4) | \n\n 1.5 | \n
| \n Significant litigations | \n\n 7.8 | \n\n (8.4) | \n
| \n Public donation | \n\n (0.3) | \n\n (2.5) | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
Restructuring costs and reorganization caption comprises mainly expenses with personnel and relocation held with the context of Banijay\u2019s acquisitions occurred during the period in the different subsidiaries.
In 2022, FL\u00a0Entertainment\u2019s reorganization operation and listing fees includes charges related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022 (advisory and legal fees) and charges of IFRS 2 listing fees.
Scope variation effect caption as of December 2023 mainly relate to the integration costs on recent acquisition and M&A project costs during the period. In 2022, the expenses mainly include the liquidation of BaH Entertainment LtD during the first semester of 2022 as well as the loss of control of Shauna Events and the deconsolidation of the Russian subsidiary.
Significant litigations as of December 2023 are mainly constituted by the positive outcome from a settlement agreement related to another operator in the Online sports betting & gaming as well as an additional provision allowance related to the bet-at-home sub-group\u2019s litigation process. In 2022, the caption mainly comprised the provision and legal fees for BGH litigations notably in Turkey and India and the provision related to the Bet-at-home sub-group litigation process in Austria which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd (in Liquidation) from the Bet-at-home sub group.
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
| \n Tax and duties | \n\n (4.0) | \n\n (2.6) | \n
| \n President fees | \n\n (19.8) | \n\n (16.9) | \n
| \n Other operational expenses | \n\n (1.0) | \n\n (10.9) | \n
| \n Other operational income | \n\n 2.6 | \n\n 1.2 | \n
| \n Other operating income and expenses | \n\n (56.6) | \n\n (156.5) | \n
| \n Of which other operating income | \n\n 7.0 | \n\n 19.6 | \n
| \n Of which other operating expenses | \n\n (63.5) | \n\n (176.1) | \n
The decrease in other operating income and expenses is mainly attributable to the restructuring charges and other non-core items in 2022, explained below.
Restructuring charges and other non-core items are detailed as follows:
| \n In \u20ac million | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring costs and reorganization | \n\n (32.5) | \n\n (11.8) | \n
| \n FLE's reorganization operation and listing fees | \n\n - | \n\n (106.1) | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) - | \n\n (9.4) | \n\n 1.5 | \n
| \n Significant litigations | \n\n 7.8 | \n\n (8.4) | \n
| \n Public donation | \n\n (0.3) | \n\n (2.5) | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
Restructuring costs and reorganization caption comprises mainly expenses with personnel and relocation held with the context of Banijay\u2019s acquisitions occurred during the period in the different subsidiaries.
In 2022, FL\u00a0Entertainment\u2019s reorganization operation and listing fees includes charges related to the financial and operational/structural transactions occurred during the period within the context of FL\u00a0Entertainment\u2019s reorganization process initiated in 2022 (advisory and legal fees) and charges of IFRS 2 listing fees.
Scope variation effect caption as of December 2023 mainly relate to the integration costs on recent acquisition and M&A project costs during the period. In 2022, the expenses mainly include the liquidation of BaH Entertainment LtD during the first semester of 2022 as well as the loss of control of Shauna Events and the deconsolidation of the Russian subsidiary.
Significant litigations as of December 2023 are mainly constituted by the positive outcome from a settlement agreement related to another operator in the Online sports betting & gaming as well as an additional provision allowance related to the bet-at-home sub-group\u2019s litigation process. In 2022, the caption mainly comprised the provision and legal fees for BGH litigations notably in Turkey and India and the provision related to the Bet-at-home sub-group litigation process in Austria which was reversed in 2022 after the deconsolidation of bet-at-home.com Entertainment Ltd (in Liquidation) from the Bet-at-home sub group.
| \n Note 9 | \n\n Other operating income and expenses | \n
Other operational income and expenses for the years-ended in 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
| \n Tax and duties | \n\n (4.0) | \n\n (2.6) | \n
| \n President fees | \n\n (19.8) | \n\n (16.9) | \n
| \n Other operational expenses | \n\n (1.0) | \n\n (10.9) | \n
| \n Other operational income | \n\n 2.6 | \n\n 1.2 | \n
| \n Other operating income and expenses | \n\n (56.6) | \n\n (156.5) | \n
| \n Of which other operating income | \n\n 7.0 | \n\n 19.6 | \n
| \n Of which other operating expenses | \n\n (63.5) | \n\n (176.1) | \n
The decrease in other operating income and expenses is mainly attributable to the restructuring charges and other non-core items in 2022, explained below.
Restructuring charges and other non-core items are detailed as follows:
| \n In \u20ac million | \n\n 2023 | \n\n 2022 | \n
| \n Restructuring costs and reorganization | \n\n (32.5) | \n\n (11.8) | \n
| \n FLE's reorganization operation and listing fees | \n\n - | \n\n (106.1) | \n
| \n Scope variation effect (badwill/capital gain or loss/acquisition costs) - | \n\n (9.4) | \n\n 1.5 | \n
| \n Significant litigations | \n\n 7.8 | \n\n (8.4) | \n
| \n Public donation | \n\n (0.3) | \n\n (2.5) | \n
| \n Restructuring charges and other non-core items | \n\n (34.3) | \n\n (127.3) | \n
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
| \n Note 10 | \n\n Financial result | \n
| \n For the twelve-month period ended 31 December (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Interests paid on bank borrowings and bonds | \n\n (168.6) | \n\n (145.7) | \n
| \n Interests and redemption costs on anticipated reimbursement of bank borrowings and bonds | \n\n (30.7) | \n\n - | \n
| \n Cost of gross financial debt | \n\n (199.3) | \n\n (145.7) | \n
| \n Interests received on cash and cash equivalents | \n\n 3.7 | \n\n 2.1 | \n
| \n Gains on assets contributing to net financial debt | \n\n 3.7 | \n\n 2.1 | \n
| \n Cost of net debt | \n\n (195.6) | \n\n (143.6) | \n
| \n Interests received on current accounts receivables | \n\n - | \n\n 1.2 | \n
| \n Interests on lease liabilities | \n\n (6.6) | \n\n (4.5) | \n
| \n Change in fair value of financial instruments | \n\n (2.6) | \n\n (105.4) | \n
| \n Currency gains/(losses) | \n\n (24.2) | \n\n 2.1 | \n
| \n Other financial gains/(losses) | \n\n (15.3) | \n\n (6.6) | \n
| \n Other finance income/(costs) | \n\n (48.8) | \n\n (113.1) | \n
| \n Net financial income/(expense) | \n\n (244.4) | \n\n (256.7) | \n
The increase of the cost of the gross financial debt between periods is mainly related to (i) Banijay\u2019s one-shot recognition in profit and loss of the former issuance costs not yet amortized associated with the former 2020 Banijay Facilities B, 2020 Banijay RCF and 2020 Banijay Senior Secured Notes in Euros and Dollars which were dealt as an extinction in accordance with IFRS 9 following the refinancing for an amount respectively of \u20ac13.0\u00a0million, \u20ac1.2\u00a0million and \u20ac7.1\u00a0million as well as the redemption cost for \u20ac9.4\u00a0million (please refer to note 3.1.2 on page 240) , and (ii) the new 2023 Banijay Facilities B1 financings as well as the refinancing of the 2020 Banijay Senior Secured Notes (please refer to note 3.1.2 on page 240) associated with higher interest rate negatively impacting the cost of net debt for \u20ac20.7\u00a0million.
The significant variation of the change in fair value of financial instruments is mainly driven by:
\u2022the change in fair value and discounting effect of (i) the long-term liabilities on earn-out and put option and (ii) the employment-related earn-out and option obligation for -\u20ac21.1 million in 2023 including the impact of the contribution of Banijay Group shares from some Banijay Group\u2019s key managers as explained in the note 3.1.1 on page 240 compared to -\u20ac98.0 million in 2022 which was mainly driven by the change in fair value of financial instruments explained by the put on Banijay Group\u2019s shares held by managers following the upward reassessment of the Banijay Group\u2019s shares;
\u2022the net positive impact of the measurement at fair value of the financial instruments related to the investment in The Independents (please refer to note 3.1.1 on page 240) and of the securities for a total amount of \u20ac22.3\u00a0million in 2023 compared to \u20ac6.6 million in 2022;
\u2022the reset of the derivative attached to the Vivendi convertible bond that has been reimbursed following the Business Combinations on 5 July 2022 for \u2011\u20ac20.4\u00a0million; offset by
\u2022the negative impact in 2023 of the change in fair value of the FX derivatives instruments impacting the financial result by -\u20ac3.9 million in 2023 compared to \u20ac9.8 million in 2022.
The maturity profile of the Group\u2019s lease liabilities based on contractual undiscounted payments is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Due in less than one year | \n\n 45.8 | \n\n 42.6 | \n
| \n Due between one to five years | \n\n 118.1 | \n\n 113.0 | \n
| \n Due in more than five years | \n\n 26.1 | \n\n 27.2 | \n
| \n Total lease liabilities | \n\n 190.0 | \n\n 182.7 | \n
Maturity of current and non-current debt (principal and interest)
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2023 | \n|
| \n Bonds | \n\n 101.1 | \n\n 707.8 | \n\n 935.6 | \n\n 1,744.5 | \n
| \n Bank borrowings | \n\n 219.1 | \n\n 1,532.2 | \n\n - | \n\n 1,751.3 | \n
| \n Bank overdraft | \n\n 1.5 | \n\n - | \n\n - | \n\n 1.5 | \n
| \n Vendor loans | \n\n 143.5 | \n\n - | \n\n - | \n\n 143.5 | \n
| \n Derivatives | \n\n 0.8 | \n\n 0.1 | \n\n 5.5 | \n\n 6.4 | \n
| \n Total debt maturity (principal and interests) | \n\n 466.0 | \n\n 2,240.1 | \n\n 941.1 | \n\n 3,647.2 | \n
| \n (in \u20ac million) | \n\n Current | \n\n Non-current | \n||
| \n Less than 1\u00a0year | \n\n 1\u00a0to 5\u00a0years | \n\n More than 5\u00a0years | \n\n Total 31\u00a0December 2022 | \n|
| \n Bonds | \n\n 66.4 | \n\n 1,478.5 | \n\n - | \n\n 1,544.9 | \n
| \n Bank borrowings | \n\n 226.1 | \n\n 1,126.6 | \n\n - | \n\n 1,352.7 | \n
| \n Vendor loans | \n\n 142.8 | \n\n - | \n\n - | \n\n 142.8 | \n
| \n Total debt maturity (principal and interests) | \n\n 435.4 | \n\n 2,605.1 | \n\n - | \n\n 3,040.4 | \n
The Group managed its liquidity risk through a monthly cash flow analysis for the next year and then each year for the duration of its business plan.
Annual forecasts include an organic growth and an analysis of the effect of potential external growth on revenue, adjusted EBITDA and net financial debt.
The Content production & distribution business maintains adequate reserves of cash and short-term deposits to meet its liquidity needs. As of 31 December 2023, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of \u20ac289.1 million.
The Content production & distribution business has also set up several liquidity concentration pools around the main business regions (Europe, United States, United Kingdom and Scandinavia). During 2023, approximately 80.7% (86% in 2022) of the business\u2019s revenue was covered by these mechanisms. Consequently, the business\u2019s organic growth, its working capital requirements and its financing (including the payment of debts or option debts) are ensured in particular by the cash flows generated by the business units.
In addition, as part of its financing, the Content production & distribution business is subject to financial covenants, namely concerning 2023 Banijay RCF (revolving credit facility) in the event of a drawdown of 40%. The ratio is based on Senior Secured Net Leverage (ratio between (i) the sum of Banijay senior secured notes, earn out debt minus cash and (ii) the sum of Banijay Adjusted EBITDA, shareholder fees and proforma impact from acquisitions) and its level should not exceed 6.50x. In December 2023, although the 2023 Banijay RCF is not drawn, such financial covenants are satisfied.
Regarding the Online sports betting & gaming business, the latter is financed via bank loans. The 2023 Betclic Group Senior Credit Facility Agreement is subject to two financial covenants: (i) a leverage ratio (Betclic net consolidated financial debt / consolidated EBITDA) that must be less than 2.75 and (ii) an interest ratio (Betclic group consolidated cash flow / consolidated financial debt) that must be above 1.2. Betclic had no breach of those financial covenants in 2023 and 2022 to be reported.
In case of breach of covenant, the amount outstanding would be due in demand.
At the holding level, FL\u00a0Entertainment can access to the liquidity from the Content production & distribution business and from the Online sports betting & gaming business. In addition, the Holding segment is subject to financial covenants concerning its 2023 FLE RCF (revolving credit facility). The ratio is based on a leverage ratio (FL\u00a0Entertainment net consolidated financial debt including IFRS\u00a016 debt/ consolidated EBITDA) that must be less than 3.75). In December 2023, although the 2023 FLE RCF is not drawn, such financial covenants are satisfied.
The breakdown of other non-current and current assets as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, LT | \n\n 24.0 | \n\n 17.8 | \n
| \n Income tax receivables, LT | \n\n 0.4 | \n\n 5.2 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n - | \n
| \n Employment-related earn-out and option, LT(1) | \n\n - | \n\n 0.8 | \n
| \n Other, LT | \n\n 12.5 | \n\n 12.1 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 35.9 | \n
Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of \u20ac10.8 million and \u20ac9.1 million as of 31 December 2023 and 31 December 2022, respectively. As of 31\u00a0December 2023, this aggregate also includes long-term grant receivables for \u20ac0.3 million (\u20ac1.5 million in December 2022).
From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax receivables, excluding income tax | \n\n 101.0 | \n\n 103.5 | \n
| \n Grants receivables(1) | \n\n 168.1 | \n\n 102.2 | \n
| \n Income tax receivables | \n\n 12.0 | \n\n 10.7 | \n
| \n Prepaid expenses | \n\n 36.2 | \n\n 26.1 | \n
| \n Production-related receivables | \n\n 12.6 | \n\n 18.6 | \n
| \n Receivables from disposals of assets | \n\n - | \n\n 2.0 | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 0.8 | \n\n 2.2 | \n
| \n Others(3) | \n\n 27.0 | \n\n 22.8 | \n
| \n Other current assets | \n\n 357.6 | \n\n 288.3 | \n
| \n (1)Refer to note 6 on page 250 for more details. (2)Refer to note 7.3 on page 253 for more details. (3)This item comprised mainly supplier receivables and payables. | \n
The breakdown of other non-current and current assets as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, LT | \n\n 24.0 | \n\n 17.8 | \n
| \n Income tax receivables, LT | \n\n 0.4 | \n\n 5.2 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n - | \n
| \n Employment-related earn-out and option, LT(1) | \n\n - | \n\n 0.8 | \n
| \n Other, LT | \n\n 12.5 | \n\n 12.1 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 35.9 | \n
Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of \u20ac10.8 million and \u20ac9.1 million as of 31 December 2023 and 31 December 2022, respectively. As of 31\u00a0December 2023, this aggregate also includes long-term grant receivables for \u20ac0.3 million (\u20ac1.5 million in December 2022).
From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax receivables, excluding income tax | \n\n 101.0 | \n\n 103.5 | \n
| \n Grants receivables(1) | \n\n 168.1 | \n\n 102.2 | \n
| \n Income tax receivables | \n\n 12.0 | \n\n 10.7 | \n
| \n Prepaid expenses | \n\n 36.2 | \n\n 26.1 | \n
| \n Production-related receivables | \n\n 12.6 | \n\n 18.6 | \n
| \n Receivables from disposals of assets | \n\n - | \n\n 2.0 | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 0.8 | \n\n 2.2 | \n
| \n Others(3) | \n\n 27.0 | \n\n 22.8 | \n
| \n Other current assets | \n\n 357.6 | \n\n 288.3 | \n
| \n (1)Refer to note 6 on page 250 for more details. (2)Refer to note 7.3 on page 253 for more details. (3)This item comprised mainly supplier receivables and payables. | \n
From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Tax receivables, excluding income tax | \n\n 101.0 | \n\n 103.5 | \n
| \n Grants receivables(1) | \n\n 168.1 | \n\n 102.2 | \n
| \n Income tax receivables | \n\n 12.0 | \n\n 10.7 | \n
| \n Prepaid expenses | \n\n 36.2 | \n\n 26.1 | \n
| \n Production-related receivables | \n\n 12.6 | \n\n 18.6 | \n
| \n Receivables from disposals of assets | \n\n - | \n\n 2.0 | \n
| \n Employment-related earn-out and option, ST(2) | \n\n 0.8 | \n\n 2.2 | \n
| \n Others(3) | \n\n 27.0 | \n\n 22.8 | \n
| \n Other current assets | \n\n 357.6 | \n\n 288.3 | \n
| \n (1)Refer to note 6 on page 250 for more details. (2)Refer to note 7.3 on page 253 for more details. (3)This item comprised mainly supplier receivables and payables. | \n
The breakdown of other non-current and current assets as of 31\u00a0December 2023\u00a0and 2022\u00a0is as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Trade receivables, LT | \n\n 24.0 | \n\n 17.8 | \n
| \n Income tax receivables, LT | \n\n 0.4 | \n\n 5.2 | \n
| \n Receivables from disposals of assets, LT | \n\n - | \n\n - | \n
| \n Employment-related earn-out and option, LT(1) | \n\n - | \n\n 0.8 | \n
| \n Other, LT | \n\n 12.5 | \n\n 12.1 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 35.9 | \n
Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of \u20ac10.8 million and \u20ac9.1 million as of 31 December 2023 and 31 December 2022, respectively. As of 31\u00a0December 2023, this aggregate also includes long-term grant receivables for \u20ac0.3 million (\u20ac1.5 million in December 2022).
Customer contract liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Deferred revenue | \n\n 695.0 | \n\n 638.0 | \n
| \n Liabilities for gaming | \n\n 55.1 | \n\n 55.4 | \n
| \n Total customer contract liabilities | \n\n 750.0 | \n\n 693.3 | \n
Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognised as deferred revenue under IFRS 15.
Liabilities for gaming mainly relates to players\u2019s liabilities and bets already placed on sporting events at the reporting date but the results of which will not be known until after the end of period.
Revenue recognised in the 2023 that was included in the customer contract liability balance at the beginning of the period:
| \n (in \u20ac million) | \n\n 1 January 2023 | \n\n Revenue recognised in 2023 | \n\n Revenue not recognised yet | \n
| \n Deferred revenue | \n\n 638.0 | \n\n 619.5 | \n\n 18.5 | \n
The remaining performance obligation corresponds to firm commitments (or closed sales).
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31 December 2023 totalised \u20ac2,274\u00a0million for the Content production & distribution segment, including \u20ac1,919 million within one year and \u20ac300\u00a0million beyond one year (\u20ac2,246 million, including \u20ac1,945\u00a0million within one year and \u20ac301 million beyond one year, respectively in 2022).
The remaining performance obligations should essentially cover the revenue to be recognised for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.
Liabilities for gaming bets mainly include players\u2019 liabilities, i.e., the amounts available in their accounts for an amount of \u20ac55.1 million and \u20ac55.4 million as of 31 December 2023 and 31 December 2022, respectively.
Other current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 181.1 | \n\n 14.3 | \n
| \n Short-term liabilities on earn-out and put option | \n\n 35.7 | \n\n 73.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 13.5 | \n\n 10.3 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 110.1 | \n\n 111.0 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 96.4 | \n\n 98.8 | \n
| \n Income tax liabilities | \n\n 43.1 | \n\n 51.6 | \n
| \n Gaming tax liabilities | \n\n 59.1 | \n\n 39.9 | \n
| \n Production-related payables | \n\n 12.1 | \n\n 3.7 | \n
| \n Payable on fixed asset purchase | \n\n 9.4 | \n\n 1.0 | \n
| \n Other current liabilities | \n\n 33.9 | \n\n 22.8 | \n
| \n OTHER CURRENT LIABILITIES | \n\n 594.3 | \n\n 426.5 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
Employees-related long-term incentives include cash-settled share-based payment liability. They are classified under the level 3 (inputs not based on observable market data).
The decrease of the liabilities on earn out and put option is mainly explained by the contribution of some Banijay Group\u2019s key managers on 4 July 2023 of most of their Banijay Group\u2019s shares owned directly to FL Entertainment (refer to note 3.1.1 on page 240). The decrease is partly offset by the put option of Balich Wonder Studio for \u20ac97.4\u00a0million (please refer to note 12.1 on page 258).
The increase of the employee-related long-term incentives is mainly explained by the new LTIP plan in 2023 as explained in the note 7.2 on page 251. This increase is partially offset by the settlement and reinvestment on 4\u00a0July 2023 of some Banijay Group\u2019s key managers their Phantom shares plans to FL Entertainment (refer to note 3.1.1 on page 240.
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Liabilities on earn-out and put option as of 1 January | \n\n 237.2 | \n\n 204.1 | \n
| \n Scope entry | \n\n 127.5 | \n\n 18.0 | \n
| \n Remeasurement through P&L | \n\n 17.4 | \n\n 93.1 | \n
| \n Repayments | \n\n (98.1) | \n\n (15.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n 0.0 | \n\n (0.7) | \n
| \n Reclassification and others | \n\n (103.9) | \n\n (62.0) | \n
| \n Liabilities on EARN-OUT and put option as of 31 December | \n\n 180.1 | \n\n 237.2 | \n
| \n Of which current | \n\n 35.7 | \n\n 73.1 | \n
| \n Of which non-current | \n\n 144.4 | \n\n 164.1 | \n
In 2023, scope entry is explained by the acquisitions made in Content production & distribution business during the year (please refer to note 12.1 on page 258) and the repayments are mainly explained by the payment of Endemol India put option.
In 2022, the remeasurement was mainly driven by the upward reassessment of the Banijay Group's shares.
Reclassification and others caption includes in 2023 the settlement of the liabilities on earn-out and put option towards some Banijay Group\u2019s key managers in exchange for FL Entertainment\u2019s ordinary shares (please refer to note 3.1.1.2 on page 240) and in 2022 the reversal of Marco Bassetti\u2019s put options recognised in equity following the contribution of its BG\u2019s shares to FL Entertainment in exchange for ordinary shares.
Other non-current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Employee-related long-term incentives(1) | \n\n 135.3 | \n\n 213.6 | \n
| \n Long-term liabilities on earn-out and put option | \n\n 144.4 | \n\n 164.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 40.9 | \n\n 31.1 | \n
| \n Debts to right owners | \n\n 17.6 | \n\n 13.2 | \n
| \n Other employee-related liabilities | \n\n 3.3 | \n\n 3.5 | \n
| \n Other non-current liabilities | \n\n 11.1 | \n\n 15.7 | \n
| \n OTHER NON-CURRENT LIABILITIES | \n\n 352.5 | \n\n 441.3 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
Employees-related long-term incentives include cash-settled share-based payment liability. They are classified under the level 3 (inputs not based on observable market data).
The decrease of the liabilities on earn out and put option is mainly explained by the contribution of some Banijay Group\u2019s key managers on 4 July 2023 of most of their Banijay Group\u2019s shares owned directly to FL Entertainment (refer to note 3.1.1 on page 240). The decrease is partly offset by the put option of Balich Wonder Studio for \u20ac97.4\u00a0million (please refer to note 12.1 on page 258).
The increase of the employee-related long-term incentives is mainly explained by the new LTIP plan in 2023 as explained in the note 7.2 on page 251. This increase is partially offset by the settlement and reinvestment on 4\u00a0July 2023 of some Banijay Group\u2019s key managers their Phantom shares plans to FL Entertainment (refer to note 3.1.1 on page 240.
Other non-current liabilities relate mainly to payables owed by sub group bet-at-home to bet-at-home.com Entertainment Ltd. (in liquidation).
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Liabilities on earn-out and put option as of 1 January | \n\n 237.2 | \n\n 204.1 | \n
| \n Scope entry | \n\n 127.5 | \n\n 18.0 | \n
| \n Remeasurement through P&L | \n\n 17.4 | \n\n 93.1 | \n
| \n Repayments | \n\n (98.1) | \n\n (15.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n 0.0 | \n\n (0.7) | \n
| \n Reclassification and others | \n\n (103.9) | \n\n (62.0) | \n
| \n Liabilities on EARN-OUT and put option as of 31 December | \n\n 180.1 | \n\n 237.2 | \n
| \n Of which current | \n\n 35.7 | \n\n 73.1 | \n
| \n Of which non-current | \n\n 144.4 | \n\n 164.1 | \n
In 2023, scope entry is explained by the acquisitions made in Content production & distribution business during the year (please refer to note 12.1 on page 258) and the repayments are mainly explained by the payment of Endemol India put option.
In 2022, the remeasurement was mainly driven by the upward reassessment of the Banijay Group's shares.
Reclassification and others caption includes in 2023 the settlement of the liabilities on earn-out and put option towards some Banijay Group\u2019s key managers in exchange for FL Entertainment\u2019s ordinary shares (please refer to note 3.1.1.2 on page 240) and in 2022 the reversal of Marco Bassetti\u2019s put options recognised in equity following the contribution of its BG\u2019s shares to FL Entertainment in exchange for ordinary shares.
Other non-current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Employee-related long-term incentives(1) | \n\n 135.3 | \n\n 213.6 | \n
| \n Long-term liabilities on earn-out and put option | \n\n 144.4 | \n\n 164.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 40.9 | \n\n 31.1 | \n
| \n Debts to right owners | \n\n 17.6 | \n\n 13.2 | \n
| \n Other employee-related liabilities | \n\n 3.3 | \n\n 3.5 | \n
| \n Other non-current liabilities | \n\n 11.1 | \n\n 15.7 | \n
| \n OTHER NON-CURRENT LIABILITIES | \n\n 352.5 | \n\n 441.3 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Other current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 181.1 | \n\n 14.3 | \n
| \n Short-term liabilities on earn-out and put option | \n\n 35.7 | \n\n 73.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 13.5 | \n\n 10.3 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 110.1 | \n\n 111.0 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 96.4 | \n\n 98.8 | \n
| \n Income tax liabilities | \n\n 43.1 | \n\n 51.6 | \n
| \n Gaming tax liabilities | \n\n 59.1 | \n\n 39.9 | \n
| \n Production-related payables | \n\n 12.1 | \n\n 3.7 | \n
| \n Payable on fixed asset purchase | \n\n 9.4 | \n\n 1.0 | \n
| \n Other current liabilities | \n\n 33.9 | \n\n 22.8 | \n
| \n OTHER CURRENT LIABILITIES | \n\n 594.3 | \n\n 426.5 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
Employees-related long-term incentives include cash-settled share-based payment liability. They are classified under the level 3 (inputs not based on observable market data).
The decrease of the liabilities on earn out and put option is mainly explained by the contribution of some Banijay Group\u2019s key managers on 4 July 2023 of most of their Banijay Group\u2019s shares owned directly to FL Entertainment (refer to note 3.1.1 on page 240). The decrease is partly offset by the put option of Balich Wonder Studio for \u20ac97.4\u00a0million (please refer to note 12.1 on page 258).
The increase of the employee-related long-term incentives is mainly explained by the new LTIP plan in 2023 as explained in the note 7.2 on page 251. This increase is partially offset by the settlement and reinvestment on 4\u00a0July 2023 of some Banijay Group\u2019s key managers their Phantom shares plans to FL Entertainment (refer to note 3.1.1 on page 240.
Other non-current liabilities relate mainly to payables owed by sub group bet-at-home to bet-at-home.com Entertainment Ltd. (in liquidation).
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Liabilities on earn-out and put option as of 1 January | \n\n 237.2 | \n\n 204.1 | \n
| \n Scope entry | \n\n 127.5 | \n\n 18.0 | \n
| \n Remeasurement through P&L | \n\n 17.4 | \n\n 93.1 | \n
| \n Repayments | \n\n (98.1) | \n\n (15.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n 0.0 | \n\n (0.7) | \n
| \n Reclassification and others | \n\n (103.9) | \n\n (62.0) | \n
| \n Liabilities on EARN-OUT and put option as of 31 December | \n\n 180.1 | \n\n 237.2 | \n
| \n Of which current | \n\n 35.7 | \n\n 73.1 | \n
| \n Of which non-current | \n\n 144.4 | \n\n 164.1 | \n
In 2023, scope entry is explained by the acquisitions made in Content production & distribution business during the year (please refer to note 12.1 on page 258) and the repayments are mainly explained by the payment of Endemol India put option.
In 2022, the remeasurement was mainly driven by the upward reassessment of the Banijay Group's shares.
Reclassification and others caption includes in 2023 the settlement of the liabilities on earn-out and put option towards some Banijay Group\u2019s key managers in exchange for FL Entertainment\u2019s ordinary shares (please refer to note 3.1.1.2 on page 240) and in 2022 the reversal of Marco Bassetti\u2019s put options recognised in equity following the contribution of its BG\u2019s shares to FL Entertainment in exchange for ordinary shares.
Other non-current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n In \u20ac million | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Employee-related long-term incentives(1) | \n\n 135.3 | \n\n 213.6 | \n
| \n Long-term liabilities on earn-out and put option | \n\n 144.4 | \n\n 164.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 40.9 | \n\n 31.1 | \n
| \n Debts to right owners | \n\n 17.6 | \n\n 13.2 | \n
| \n Other employee-related liabilities | \n\n 3.3 | \n\n 3.5 | \n
| \n Other non-current liabilities | \n\n 11.1 | \n\n 15.7 | \n
| \n OTHER NON-CURRENT LIABILITIES | \n\n 352.5 | \n\n 441.3 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Other current liabilities as of 31\u00a0December 2023\u00a0and 2022\u00a0are as follows:
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Employee-related long-term incentives, current(1) | \n\n 181.1 | \n\n 14.3 | \n
| \n Short-term liabilities on earn-out and put option | \n\n 35.7 | \n\n 73.1 | \n
| \n Employment-related earn-out and option obligation(2) | \n\n 13.5 | \n\n 10.3 | \n
| \n Employee-related payables (accruals for paid leave, bonuses and other) | \n\n 110.1 | \n\n 111.0 | \n
| \n National, regional and local taxes other than gaming tax and income tax | \n\n 96.4 | \n\n 98.8 | \n
| \n Income tax liabilities | \n\n 43.1 | \n\n 51.6 | \n
| \n Gaming tax liabilities | \n\n 59.1 | \n\n 39.9 | \n
| \n Production-related payables | \n\n 12.1 | \n\n 3.7 | \n
| \n Payable on fixed asset purchase | \n\n 9.4 | \n\n 1.0 | \n
| \n Other current liabilities | \n\n 33.9 | \n\n 22.8 | \n
| \n OTHER CURRENT LIABILITIES | \n\n 594.3 | \n\n 426.5 | \n
| \n (1)Refer to note 7.2 on page 251 for more details. (2)Refer to note 7.3 on page 253 for more details. | \n
Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.
Employees-related long-term incentives include cash-settled share-based payment liability. They are classified under the level 3 (inputs not based on observable market data).
The decrease of the liabilities on earn out and put option is mainly explained by the contribution of some Banijay Group\u2019s key managers on 4 July 2023 of most of their Banijay Group\u2019s shares owned directly to FL Entertainment (refer to note 3.1.1 on page 240). The decrease is partly offset by the put option of Balich Wonder Studio for \u20ac97.4\u00a0million (please refer to note 12.1 on page 258).
The increase of the employee-related long-term incentives is mainly explained by the new LTIP plan in 2023 as explained in the note 7.2 on page 251. This increase is partially offset by the settlement and reinvestment on 4\u00a0July 2023 of some Banijay Group\u2019s key managers their Phantom shares plans to FL Entertainment (refer to note 3.1.1 on page 240.
Other non-current liabilities relate mainly to payables owed by sub group bet-at-home to bet-at-home.com Entertainment Ltd. (in liquidation).
| \n (in \u20ac million) | \n\n 2023 | \n\n 2022 | \n
| \n Liabilities on earn-out and put option as of 1 January | \n\n 237.2 | \n\n 204.1 | \n
| \n Scope entry | \n\n 127.5 | \n\n 18.0 | \n
| \n Remeasurement through P&L | \n\n 17.4 | \n\n 93.1 | \n
| \n Repayments | \n\n (98.1) | \n\n (15.4) | \n
| \n Scope exit | \n\n - | \n\n - | \n
| \n Translation differences | \n\n 0.0 | \n\n (0.7) | \n
| \n Reclassification and others | \n\n (103.9) | \n\n (62.0) | \n
| \n Liabilities on EARN-OUT and put option as of 31 December | \n\n 180.1 | \n\n 237.2 | \n
| \n Of which current | \n\n 35.7 | \n\n 73.1 | \n
| \n Of which non-current | \n\n 144.4 | \n\n 164.1 | \n
In 2023, scope entry is explained by the acquisitions made in Content production & distribution business during the year (please refer to note 12.1 on page 258) and the repayments are mainly explained by the payment of Endemol India put option.
In 2022, the remeasurement was mainly driven by the upward reassessment of the Banijay Group's shares.
Reclassification and others caption includes in 2023 the settlement of the liabilities on earn-out and put option towards some Banijay Group\u2019s key managers in exchange for FL Entertainment\u2019s ordinary shares (please refer to note 3.1.1.2 on page 240) and in 2022 the reversal of Marco Bassetti\u2019s put options recognised in equity following the contribution of its BG\u2019s shares to FL Entertainment in exchange for ordinary shares.
Following the Annual General Meeting of FL Entertainment N.V. on 15\u00a0June 2023 and the approval of the resolution 4b, a share premium distribution was paid to all holders of ordinary shares registered as shareholders as from 21\u00a0June 2023. The total distribution paid is \u20ac148.2\u00a0million (i.e., \u20ac0.36 per ordinary share).
From any profits, as remaining after application of the provisions in the Articles of Association of FL\u00a0Entertainment regarding reservation and the profit entitlement of earn-out preference shares and founder shares and special voting shares an amount equal to 0.1% of the nominal value of each of the earn-out preference shares, special voting shares and founder shares shall be added to the dividend reserve of the respective shares as described in the Articles of Association and as agreed upon by each founder share holder and earn-out preference share holder in the shareholders\u2019 agreement dated 30\u00a0June 2022 of FL\u00a0Entertainment (the \u201cShareholders\u2019 Agreement\u201d) and by the special voting shares holders in the special voting shares terms dated 30\u00a0June 2022 (the \u201cSVS Terms\u201d) . Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares.
Pursuant to the Shareholders\u2019 Agreement and in accordance with SVS terms, founder shares holders, earn-out shares\u2019 holders and special voting shares holders have agreed to waive all profit rights due to them.
| \n Note 20 | \n\n Earnings per share | \n
The shares issued by FL\u00a0Entertainment in exchange for all Lov Banijay\u2019s shares held by Financi\u00e8re Lov in the context of the Group\u2019s reorganization (combination between entities under common control) did not result in a corresponding change in resources, since the attached economical rights were already controlled by the reporting entity. As a consequence, and in accordance with IAS\u00a033, the weighted average number of ordinary shares for the twelve-month period ended 31\u00a0December 2022 has been adjusted during the period presented as if these shares were issued at the beginning of the earliest period presented.
| \n (in \u20ac million) | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n||
| \n Number of Ordinary Shares | \n\n Share Capital (in \u20ac million) | \n\n Number of shares | \n\n Share Capital (in \u20ac million) | \n|
| \n Opening share capital | \n\n 411,657,608 | \n\n 4.1 | \n\n - | \n\n - | \n
| \n Capital increase | \n\n 11,613,659 | \n\n 0.1 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Capital decrease | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Closing share capital | \n\n 423,271,267 | \n\n 4.2 | \n\n 411,657,608 | \n\n 4.1 | \n
| \n Of which treasury shares | \n\n (23,676) | \n\n - | \n\n (6,975) | \n\n \n | \n
| \n Opening treasury shares | \n\n (6,975) | \n\n - | \n\n \n | \n\n \n | \n
| \n Change in treasury shares | \n\n (16,701) | \n\n \u00a0 | \n\n \n | \n\n \n | \n
| \n Weighted average number of ordinary shares outstanding(1) | \n\n 417,421,642 | \n\n - | \n\n 296,953,862 | \n\n \n | \n
| \n Free shares | \n\n 6,854,742 | \n\n - | \n\n \n | \n\n \n | \n
| \n Diluted weighted average number | \n\n 424,276,384 | \n\n - | \n\n 296,953,862 | \n\n \u00a0 | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
Free shares represent potential FL Entertainment shares as part of LTI 2023 plan and Holding Free shares plans (AGA) as described in the note 7.2 on page 251.
As of 31 December 2023, 20,000,000 earn-out shares, 2,575,001 founder shares, 5,250,000 founder warrants and 8,666,667 public warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period.
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Income available to common shareholders | \n\n A | \n\n 60.8 | \n\n (88.0) | \n
| \n Weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 417,421,642 | \n\n 296,953,862 | \n
| \n Basic earnings per share (in \u20ac) | \n\n A/B | \n\n 0.15 | \n\n (0.30) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
| \n (in \u20ac million) | \n\n \n | \n\n 31\u00a0December 2023 | \n\n 31\u00a0December 2022 | \n
| \n Income available to common shareholders | \n\n A | \n\n 60.8 | \n\n (88.0) | \n
| \n Diluted weighted average number of Ordinary Shares outstanding(1) | \n\n B | \n\n 424,276,384 | \n\n 296,953,862 | \n
| \n Diluted earnings per share (in \u20ac) | \n\n A/B | \n\n 0.14 | \n\n (0.30) | \n
| \n (1)Including the retrospective adjustment related to the 178,479,432\u00a0shares issued in compensation for the shares contributed by Financi\u00e8re Lov. | \n
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 228.5 | \n\n - | \n\n 52.7 | \n\n 55.2 | \n\n 120.6 | \n\n 228.5 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 0.4 | \n\n - | \n\n 36.5 | \n\n - | \n\n 36.5 | \n
| \n Trade receivables | \n\n 588.9 | \n\n - | \n\n - | \n\n 588.9 | \n\n - | \n\n 588.9 | \n
| \n Other current assets | \n\n 357.6 | \n\n 318.9 | \n\n - | \n\n 38.7 | \n\n - | \n\n 38.7 | \n
| \n Current financial assets | \n\n 30.2 | \n\n - | \n\n - | \n\n 25.8 | \n\n 4.4 | \n\n 30.2 | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n - | \n\n - | \n\n - | \n\n 464.2 | \n\n 464.2 | \n
| \n Assets | \n\n 1,706.2 | \n\n 319.3 | \n\n 52.7 | \n\n 745.1 | \n\n 589.2 | \n\n 1,386.9 | \n
| \n Other securities | \n\n 139.4 | \n\n - | \n\n - | \n\n - | \n\n 139.4 | \n\n 139.4 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,551.9 | \n\n - | \n\n 5.4 | \n\n 2,546.3 | \n\n 0.1 | \n\n 2,607.8 | \n
| \n Other non-current liabilities | \n\n 352.5 | \n\n 178.5 | \n\n - | \n\n 29.7 | \n\n 144.4 | \n\n 174.1 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 358.3 | \n\n (0.1) | \n\n - | \n\n 356.0 | \n\n 2.3 | \n\n 358.3 | \n
| \n Trade payables | \n\n 709.7 | \n\n - | \n\n - | \n\n 709.7 | \n\n - | \n\n 709.7 | \n
| \n Customer contract liabilities | \n\n 750.0 | \n\n 696.5 | \n\n - | \n\n 50.2 | \n\n 3.4 | \n\n 53.6 | \n
| \n Other current liabilities | \n\n 594.3 | \n\n 501.4 | \n\n - | \n\n 57.2 | \n\n 35.7 | \n\n 93.0 | \n
| \n Liabilities | \n\n 5,456.2 | \n\n 1,376.2 | \n\n 5.4 | \n\n 3,749.2 | \n\n 325.3 | \n\n 4,135.9 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 103.9 | \n\n 47.4 | \n\n 10.4 | \n\n 161.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n\n 29.9 | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n\n 496.5 | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n\n 42.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n - | \n\n 18.5 | \n\n 6.2 | \n\n 24.7 | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 103.9 | \n\n 634.7 | \n\n 496.1 | \n\n 1,234.6 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n\n 130.5 | \n
| \n Long-term borrowings | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n\n 2,236.2 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 248.5 | \n\n - | \n\n 28.6 | \n\n 164.1 | \n\n 192.8 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n\n 349.4 | \n
| \n Trade payables | \n\n 663.6 | \n\n - | \n\n - | \n\n 663.6 | \n\n - | \n\n 663.6 | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n\n 54.3 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 325.7 | \n\n - | \n\n 27.8 | \n\n 73.1 | \n\n 100.9 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,213.2 | \n\n - | \n\n 3,410.2 | \n\n 371.4 | \n\n 3,727.5 | \n
IFRS 13 Fair Value Measurement, establishes a fair value hierarchy consisting of three levels :
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access ;
\u2022Level 2: directly observable market inputs other than Level 1 inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations).
This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.
| \n As of 31 December 2023 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 173.3 | \n\n 5.4 | \n\n 46.8 | \n\n 121.1 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 4.4 | \n\n - | \n\n 4.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n 464.2 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (139.4) | \n\n - | \n\n - | \n\n (139.4) | \n
| \n Long-term borrowings and other financial liabilities | \n\n (5.5) | \n\n - | \n\n (5.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (144.4) | \n\n - | \n\n - | \n\n (144.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (2.3) | \n\n (1.5) | \n\n (0.8) | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.4) | \n\n - | \n\n - | \n\n (3.4) | \n
| \n Other current liabilities | \n\n (35.7) | \n\n - | \n\n - | \n\n (35.7) | \n
| \n Balances as of 31 DEcember 2023 | \n\n 311.1 | \n\n 468.1 | \n\n 44.8 | \n\n (201.9) | \n
| \n As of 31 December 2022 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n (0.0) | \n\n - | \n
| \n Other non-current liabilities | \n\n (164.1) | \n\n - | \n\n - | \n\n (164.1) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (73.1) | \n\n - | \n\n - | \n\n (73.1) | \n
| \n Balances as of 31 December 2022 | \n\n 228.5 | \n\n 484.9 | \n\n 74.5 | \n\n (330.8) | \n
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
| \n Note 24 | \n\n Financial instruments | \n
The carrying value of financial instruments per category is determined as follows:
| \n As of 31\u00a0December 2023 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 228.5 | \n\n - | \n\n 52.7 | \n\n 55.2 | \n\n 120.6 | \n\n 228.5 | \n
| \n Other non-current assets | \n\n 36.9 | \n\n 0.4 | \n\n - | \n\n 36.5 | \n\n - | \n\n 36.5 | \n
| \n Trade receivables | \n\n 588.9 | \n\n - | \n\n - | \n\n 588.9 | \n\n - | \n\n 588.9 | \n
| \n Other current assets | \n\n 357.6 | \n\n 318.9 | \n\n - | \n\n 38.7 | \n\n - | \n\n 38.7 | \n
| \n Current financial assets | \n\n 30.2 | \n\n - | \n\n - | \n\n 25.8 | \n\n 4.4 | \n\n 30.2 | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n - | \n\n - | \n\n - | \n\n 464.2 | \n\n 464.2 | \n
| \n Assets | \n\n 1,706.2 | \n\n 319.3 | \n\n 52.7 | \n\n 745.1 | \n\n 589.2 | \n\n 1,386.9 | \n
| \n Other securities | \n\n 139.4 | \n\n - | \n\n - | \n\n - | \n\n 139.4 | \n\n 139.4 | \n
| \n Long-term borrowings and other financial liabilities | \n\n 2,551.9 | \n\n - | \n\n 5.4 | \n\n 2,546.3 | \n\n 0.1 | \n\n 2,607.8 | \n
| \n Other non-current liabilities | \n\n 352.5 | \n\n 178.5 | \n\n - | \n\n 29.7 | \n\n 144.4 | \n\n 174.1 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 358.3 | \n\n (0.1) | \n\n - | \n\n 356.0 | \n\n 2.3 | \n\n 358.3 | \n
| \n Trade payables | \n\n 709.7 | \n\n - | \n\n - | \n\n 709.7 | \n\n - | \n\n 709.7 | \n
| \n Customer contract liabilities | \n\n 750.0 | \n\n 696.5 | \n\n - | \n\n 50.2 | \n\n 3.4 | \n\n 53.6 | \n
| \n Other current liabilities | \n\n 594.3 | \n\n 501.4 | \n\n - | \n\n 57.2 | \n\n 35.7 | \n\n 93.0 | \n
| \n Liabilities | \n\n 5,456.2 | \n\n 1,376.2 | \n\n 5.4 | \n\n 3,749.2 | \n\n 325.3 | \n\n 4,135.9 | \n
| \n As of 31\u00a0December 2022 (in \u20ac million) | \n\n Carrying amount | \n\n Carrying amount of non-financial instruments | \n\n Financial instruments by category | \n\n Fair value of financial instruments | \n||
| \n Fair value through OCI | \n\n amortised cost | \n\n Fair value through P&L | \n||||
| \n Non-current financial assets | \n\n 161.7 | \n\n - | \n\n 103.9 | \n\n 47.4 | \n\n 10.4 | \n\n 161.7 | \n
| \n Other non-current assets | \n\n 35.9 | \n\n 6.0 | \n\n - | \n\n 29.9 | \n\n - | \n\n 29.9 | \n
| \n Trade receivables | \n\n 496.5 | \n\n - | \n\n - | \n\n 496.5 | \n\n - | \n\n 496.5 | \n
| \n Other current assets | \n\n 288.3 | \n\n 245.9 | \n\n - | \n\n 42.4 | \n\n - | \n\n 42.4 | \n
| \n Current financial assets | \n\n 24.7 | \n\n - | \n\n - | \n\n 18.5 | \n\n 6.2 | \n\n 24.7 | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n - | \n\n - | \n\n - | \n\n 479.4 | \n\n 479.4 | \n
| \n Assets | \n\n 1,486.5 | \n\n 251.9 | \n\n 103.9 | \n\n 634.7 | \n\n 496.1 | \n\n 1,234.6 | \n
| \n Other securities | \n\n 130.5 | \n\n - | \n\n - | \n\n - | \n\n 130.5 | \n\n 130.5 | \n
| \n Long-term borrowings | \n\n 2,290.3 | \n\n - | \n\n - | \n\n 2,290.3 | \n\n - | \n\n 2,236.2 | \n
| \n Other non-current liabilities | \n\n 441.3 | \n\n 248.5 | \n\n - | \n\n 28.6 | \n\n 164.1 | \n\n 192.8 | \n
| \n Liability instruments | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Short-term borrowings | \n\n 349.4 | \n\n - | \n\n - | \n\n 349.4 | \n\n - | \n\n 349.4 | \n
| \n Trade payables | \n\n 663.6 | \n\n - | \n\n - | \n\n 663.6 | \n\n - | \n\n 663.6 | \n
| \n Customer contract liabilities | \n\n 693.3 | \n\n 639.0 | \n\n - | \n\n 50.6 | \n\n 3.7 | \n\n 54.3 | \n
| \n Other current liabilities | \n\n 426.6 | \n\n 325.7 | \n\n - | \n\n 27.8 | \n\n 73.1 | \n\n 100.9 | \n
| \n Liabilities | \n\n 4,994.8 | \n\n 1,213.2 | \n\n - | \n\n 3,410.2 | \n\n 371.4 | \n\n 3,727.5 | \n
IFRS 13 Fair Value Measurement, establishes a fair value hierarchy consisting of three levels :
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access ;
\u2022Level 2: directly observable market inputs other than Level 1 inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations).
This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.
| \n As of 31 December 2023 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 173.3 | \n\n 5.4 | \n\n 46.8 | \n\n 121.1 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 4.4 | \n\n - | \n\n 4.4 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 464.2 | \n\n 464.2 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (139.4) | \n\n - | \n\n - | \n\n (139.4) | \n
| \n Long-term borrowings and other financial liabilities | \n\n (5.5) | \n\n - | \n\n (5.5) | \n\n - | \n
| \n Other non-current liabilities | \n\n (144.4) | \n\n - | \n\n - | \n\n (144.4) | \n
| \n Short-term borrowings and bank overdrafts | \n\n (2.3) | \n\n (1.5) | \n\n (0.8) | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.4) | \n\n - | \n\n - | \n\n (3.4) | \n
| \n Other current liabilities | \n\n (35.7) | \n\n - | \n\n - | \n\n (35.7) | \n
| \n Balances as of 31 DEcember 2023 | \n\n 311.1 | \n\n 468.1 | \n\n 44.8 | \n\n (201.9) | \n
| \n As of 31 December 2022 (in \u20ac million) | \n\n Fair Value | \n\n Fair value hierarchy | \n||
| \n Level 1 | \n\n Level 2 | \n\n Level 3 | \n||
| \n Non-current financial assets | \n\n 114.3 | \n\n 5.5 | \n\n 68.3 | \n\n 40.6 | \n
| \n Other current assets | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Current financial assets | \n\n 6.2 | \n\n - | \n\n 6.2 | \n\n - | \n
| \n Cash and cash equivalents | \n\n 479.4 | \n\n 479.4 | \n\n - | \n\n - | \n
| \n Other securities | \n\n (130.5) | \n\n - | \n\n - | \n\n (130.5) | \n
| \n Long-term borrowings and other financial liabilities | \n\n - | \n\n - | \n\n (0.0) | \n\n - | \n
| \n Other non-current liabilities | \n\n (164.1) | \n\n - | \n\n - | \n\n (164.1) | \n
| \n Short-term borrowings and bank overdrafts | \n\n - | \n\n - | \n\n - | \n\n - | \n
| \n Customer contract liabilities | \n\n (3.7) | \n\n - | \n\n - | \n\n (3.7) | \n
| \n Other current liabilities | \n\n (73.1) | \n\n - | \n\n - | \n\n (73.1) | \n
| \n Balances as of 31 December 2022 | \n\n 228.5 | \n\n 484.9 | \n\n 74.5 | \n\n (330.8) | \n
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
IFRS 13 Fair Value Measurement, establishes a fair value hierarchy consisting of three levels :
\u2022Level 1: prices on the valuation date for identical instruments to those being valued, quoted on an active market to which the entity has access ;
\u2022Level 2: directly observable market inputs other than Level 1 inputs; and
\u2022Level 3: inputs not based on observable market data (for example, data derived from extrapolations).
This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.
Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.
Other securities comprised public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.
Group\u2019s interest rate risk management\u2019s objective is to reduce its net exposure to rising interest rates.
To this end, the business that have recourse to financing with variable interest rate debt use financial instruments that enable them to protect themselves against significant fluctuations in interest rates (mainly through the implementation of interest rate swaps and caps).
In the Content production & distribution business, the Group's exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the $560\u00a0million 2023 Banijay Facility B1 (USD) , which depends on SOFR\u00a01 month rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate swap exchanging the variable rate for a fixed rate of 1.4% SOFR for $448.5\u00a0million until March\u00a02025, and
\u2022a 3.45% SOFR floor for $111.5\u00a0million until March\u00a02028;\u00a0and
\u2022the \u20ac555\u00a0million 2023 Banijay Facility B1 (EUR) depends on EURIBOR\u00a03 months rate. On this specific loan, Banijay has taken out an interest rate hedge by means of:
\u2022an interest rate capping the variable rate to 0.0% until March 2025 and an interest rate swap exchanging the variable rate for a fixed rate of 2.2% Euribor until March 2028 for \u20ac453 million, and
\u2022a 2.80%~3.30% tunnel until March 2028 for \u20ac102\u00a0million.
In addition, Banijay has completed during 2023 the refinancing of the 2020 Banijay Facilities B and the 2020 Banijay Senior Secured Notes as described in the note 3.1.2 on page 240, which are in line with the actual interest rates as of 31 December 2023.
Regarding the Online sports betting & gaming business, the Group\u2019s exposure to the risk of interest rate fluctuations is mainly linked to:
\u2022the \u20ac165\u00a0million 2020 Betclic Group Senior Credit Facility Tranche A, issued on 23\u00a0June 2020, depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 0.071% (maturity date: 23\u00a0June 2025);
\u2022the \u20ac150\u00a0million 2023 Betclic Group Senior Credit Facility Tranche B, issued on 24\u00a0May 2023 depends on EURIBOR 3 months rate. On this specific loan, Betclic Everest Group has taken out an interest rate hedge by means of an interest swap exchanging the variable rate for a fixed rate of 3.695% (maturity date: 23\u00a0June 2025).
Currency risk management is handled independently by each subsidiary.
Regarding the Content production & distribution business, the Group operates in several countries and may be exposed to fluctuations in foreign exchange rates that could have an impact on its net income and financial position expressed in euros.
The main foreign exchange risk is transactional, mainly related to the US dollar and the pound sterling:
\u2022as of 31 December 2023, the percentage of sales made in USD represented 17.4% of the Banijay\u2019s consolidated revenue (20.8% in 2022). A decrease of 5% in the exchange rate in USD would have an impact on the consolidated revenue of -\u20ac18 million in 2023 (\u2011\u20ac32\u00a0million in 2022) and an impact on the consolidated equity of \u20ac26 million. Conversely, an increase of 5% in the exchange rate in USD would have an impact on the consolidated turnover of \u20ac40 million (\u20ac35 million in 2022) and an impact on the consolidated equity of \u2011\u20ac22\u00a0million;
\u2022as of 31 December 2023, the percentage of sales made in GBP represented 17.0% of Banijay\u2019s consolidated revenue (19.4% in 2022). A decrease of 5% in the exchange rate in GBP would have an impact on the consolidated revenue of -\u20ac27 million (-\u20ac30 million in 2022) and an impact on the consolidated equity of \u20ac4\u00a0million. Conversely, an increase of 5% in the exchange rate in GBP would have an impact on consolidated revenue of \u20ac30 million (\u20ac33 million in 2022) and an impact on the consolidated equity of \u2011\u20ac4\u00a0million.
Other currencies are less significant. For example, sales in AUD amounts to 5.9% of total sales, and a related decrease or increase of 5% in the exchange rate in AUD would have an impact respectively on the consolidated revenue of \u2013 / + c\u20ac10 million in 2023, and an impact on the consolidated equity of + / - \u20ac2 million.
In addition, in 2023, Banijay has issued a bond in USD and subscribed forward contracts and call and put options to hedge the exposure.
The Online sports betting & gaming business, whose functional currency is the euro, has very little exposure to foreign exchange risk (transactions are exclusively in markets with the same functional currency and there are no debts or receivables denominated in foreign currencies).
The Group manages its statutory equity and its liquidity to be able to distribute a dividend to its shareholders in accordance with its dividend policy.
Key management personnel, who have the authority and responsibility for planning, directing and controlling the activities, directly or indirectly, are the members of the Board of Directors, the CEO of Banijay Group(1) and the CEO of Betclic Everest Group(2). The compensation of the key management personnel is detailed in the table below:
| \n (in \u20ac million) | \n\n 31 December 2023 | \n\n 31 December 2022 | \n
| \n Short-term employee benefits (fixed salary and variable component) | \n\n (3.2) | \n\n (2.0) | \n
| \n Post-employment benefits (IAS\u00a019) | \n\n - | \n\n - | \n
| \n Other long-term benefits | \n\n - | \n\n - | \n
| \n Termination benefits | \n\n - | \n\n - | \n
| \n Share-based payment | \n\n (26.6) | \n\n (26.1) | \n
| \n Total compensation to key management personnel | \n\n (29.9) | \n\n (28.1) | \n
| \n (1)Position currently occupied by Marco Bassetti, who holds 1.6% of FL Entertainment\u2019s share capital. (2)Position currently occupied by Nicolas Beraud, who will also hold potential FL Entertainment shares as part of LTI 2023 plan as described in the note 7.2 on page 251. | \n
Moreover, attendance fees allocated to the Board of Directors\u2019 members amounted to \u20ac0.5 million in 2023 (\u20ac0.3 million in 2022).
In 2023 and 2022, the remuneration components of the Executive Directors at FL Entertainment level is as follows:
| \n \n | \n\n Fixed annual base salary | \n\n Short-term variable incentive | \n\n Long-term | \n\n Other | \n|||
| \n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n\n 2023 | \n\n 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n \u20ac750,000 | \n\n \u20ac525,000(1) | \n\n n/a | \n\n n/a | \n\n n/a | \n\n n/a | \n\n Termination indemnity as detailed below | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO)(2) | \n\n \u20ac475,000 | \n\n \u20ac475,000 | \n\n \u20ac166,250 | \n\n 0 | \n\n \u20ac1,300,000(3) | \n\n n/a | \n\n Termination indemnity as detailed below | \n
| \n (1)As from November\u00a02022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. (2)Since 1 February 2024, Sophie Kurinckx-Leclerc is also CFO of Financi\u00e8re Lov (as detailed in section 4.2.2.8). Her base salary 2024 at FL\u00a0Entertainment level is \u20ac356,250. (3)The LTIP will be paid in 2028 as detailed below. | \n
The total remuneration costs of the CEO and CFO in the P&L amount to \u20ac2,320,000 (2022: \u20ac782,000).
In 2023, the mix between the fixed and the variable remuneration components for our Executive Directors is as follows:
| \n Name | \n\n 2023 | \n\n 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n 100% Fixed / 0% Variable | \n\n 100% Fixed / 0% Variable | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO) | \n\n 74% Fixed / 26% Variable | \n\n 100% Fixed / 0% Variable | \n
The individual fixed remuneration in 2023 for each Executive Director paid was as follows:
| \n Name | \n\n Base salary 2023 | \n\n Base salary 2022 | \n
| \n Mr Fran\u00e7ois Riahi (CEO) | \n\n \u20ac750,000 | \n\n \u20ac525,000(1) | \n
| \n Mrs Sophie Kurinckx-Leclerc (CFO)(2) | \n\n \u20ac475,000 | \n\n \u20ac475,000 | \n
| \n (1)As from November\u00a02022, Fran\u00e7ois Riahi\u2019s base salary was increased to \u20ac750,000. (2)Since 1 February 2024, Sophie Kurinckx-Leclerc is also CFO of Financi\u00e8re Lov (as detailed in section 4.2.2.8). Her base salary 2024 at FL\u00a0Entertainment level is \u20ac356,250. | \n
The total social charges related to fixed remuneration amounted to \u20ac391,676 and \u20ac167,250 respectively in 2023 and 2022.
The CFO benefits from a variable compensation subject to performance criteria divided for (i) 50% of financial criteria (30% relating to consolidated EBITDA and 20% of free cash flow generated by FL Entertainment during the year) and (ii) 50% of extra-financial criteria (20% of performance of financial management, 20% of social and environmental responsibility and 10% of compliance (involvement in the development of compliance programmes)). The various scenario analysis have been done at the time of the determination of the criteria. For Financial Year 2023, the CFO has achieved all the determined criteria and therefore the CFO will receive the maximum amount, meaning \u20ac166,250. The social charges related to short-term variable incentive amounted to \u20ac58,221.
There is no short term variable incentive for the CEO.
The CFO benefits from a long-term incentive cash incentive equivalent to the stock price of 130,000 Company' shares which is aimed at aligning the interest of Mrs Sophie Kurinckx-Leclerc with the interests of the long-term shareholders and will be paid in January 2028 provided Mrs\u00a0Sophie Kurinckx-Leclerc remains an Executive Director of the Company until 31 December 2027. The amount will depend on the average of the stock price of the Company share over the 20 trading days weighted by the volumes preceding payment. The LTIP is valued at \u20ac1,300,000 as at 31 December 2023 (taking into consideration a stock price of \u20ac10). The charges related to this plan recorded during 2023 amounted to \u20ac317,720 including social charges.
There is no long term variable incentive for the CEO.
In addition, the Executive Directors benefit from a termination indemnity equal to (i) with respect to the CEO, a lump sum of \u20ac450,000 and (ii) with respect to the CFO, 12-months base salary.
Mr Fran\u00e7ois Riahi benefits, as chief executive officer of Financi\u00e8re Lov, from non-vested Financi\u00e8re Lov shares (as detailed below) which takes into account the value-creation at the level of the Company. In this respect, Mr Fran\u00e7ois Riahi's incentive is aligned to the interests of the Company's shareholders.
Before becoming the chief financial officer of the Company, Mrs Sophie Kurinckx-Leclerc was the chief financial officer of the Banijay Group. As such, for the first six months of 2022, she has also received remuneration from the Banijay Group.
Her remuneration as chief financial officer of the Banijay Group for the year 2022 was agreed as follows:
| \n Name | \n\n 2022 Base salary (Banijay) | \n\n 2022 Bonus (Banijay) | \n\n 2022 Allowance (Banijay) | \n
| \n Mrs Sophie Kurinckx-Leclerc | \n\n \u20ac280,500 | \n\n \u20ac340,250 | \n\n \u20ac38,837 | \n
In 2022, Mrs Sophie Kurinckx-Leclerc received a lump sum payment of \u20ac283,250 in the context of her leaving Banijay.
In July\u00a02020, Mrs Sophie Kurinckx-Leclerc received free Banijay Group\u00a0SAS shares. These shares are vested but still under lock-up until June 2024. As at 31 December 2023, the shares are valued at \u20ac684,474. Furthermore, Mrs\u00a0Sophie Kurinckx-Leclerc benefits at the level of Banijay Group from a long-term cash incentive. The amount depends on the valuation of Banijay Group\u00a0SAS at the time of payment. As at 31 December 2023, the vested part is valued at \u20ac779,267.
As of 31 December 2023, none of the Executive Directors directly owns shares or stock options giving access to the share capital of the Company.
However, Mr Fran\u00e7ois Riahi, indirectly holds via Financi\u00e8re\u00a0Lov 100 shares of Financi\u00e8re Lov (representing less than 0,01% of Financi\u00e8re Lov\u2019s share capital and voting rights) which remain subject to a lock-up undertaking until the end of a 5-year period following their attribution in January\u00a02021. The value of such shares will depend on Financi\u00e8re Lov\u2019s internal rate of return (IRR).
The table below sets forth the remuneration of the Non-Executive Directors paid for 2023 and 2022. The amounts reflect the annual fee awarded for the services as Non-Executive Director and any additional roles as member of a committee or Chairperson of the Board or a committee, from the date of their appointment.
| \n Name | \n\n Base salary | \n|
| \n 2023 | \n\n 2022 | \n|
| \n Mr St\u00e9phane Courbit | \n\n \u20ac0(1) | \n\n \u20ac0(1) | \n
| \n Mr Pierre Cuilleret | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mrs Susana Gallardo | \n\n \u20ac70,000 | \n\n \u20ac37,500 | \n
| \n Mrs El\u00e9onore Ladreit de Lacharri\u00e8re | \n\n \u20ac50,000 | \n\n \u20ac25,000 | \n
| \n Mrs C\u00e9cile L\u00e9vi | \n\n \u20ac65,000 | \n\n \u20ac32,500 | \n
| \n Mr Alain Minc | \n\n \u20ac70,000 | \n\n \u20ac35,000 | \n
| \n Mrs Marella Moretti | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mr Herv\u00e9 Philippe | \n\n \u20ac60,000 | \n\n \u20ac30,000 | \n
| \n Mr Albert Manzone(2) | \n\n \u20ac30,000 | \n\n - | \n
| \n Mr Yves de Toytot(3) | \n\n \u20ac30,000 | \n\n \u20ac30,000 | \n
| \n (1)Mr St\u00e9phane Courbit has waived his right to compensation as chairman of the board and non-executive director. (2)Member of the Board of Director since 30 May 2023. (3)Member of the Board of Director until 30 May 2023. | \n
For the year 2023, the total aggregate remuneration of the Senior Management Members due for by any entity within the Group was approximately \u20ac2,400,000 (\u20ac1,650,000 in 2022). This amount does not take into account the long-term incentive plan provided to the Senior Management Members.
The Company does not pay the Senior Management Members' compensation for 2022, except to the extent it is awarded any grants under a LTIP as described in the note\u00a07.2 on page 251. The remuneration will be paid by other companies within the Group.
As of 31 December 2023, Marco Bassetti indirectly holds 6,916,269 ordinary shares through a holding vehicle, which he received as a result of an equity contribution of 2,690,437 shares in Banijay as part of the Lov\u2019s reorganization during 2022. Other than as set out above, as of 31 December 2023, none of the Senior Management Members directly owns shares or stock options giving access to the share capital of the Company.
As described in the note 7.2 on page 251, the Company implemented a LTIP in favor of the CEO of Betclic Everest Group, which is aimed at aligning the interests of the CEO of Betclic Everest Group with the interests of the long-term shareholders, and which provides an incentive for longer term commitment and retention of the CEO.
Under the Articles of Association of the Company, the Board is designated to issue ordinary shares or grant rights to subscribe for ordinary shares up to 3% of the issued shares at the time of issuance, in connection with any LTIP.
The group has pledged shares of its subsidiaries for the benefit of (i) its noteholders under a) the 2020 Banijay Senior Notes Indenture dated February 11, 2020 with Banijay Group SAS as Senior Notes Issuer and b) the 2023 Banijay Senior Secured Notes Indenture dated September 19, 2023 with Banijay Entertainment SAS as Senior Secured Notes Issuer and; (ii) its bank pooling under the 2020 Banijay Senior Facilities Agreement dated February 11, 2020, as amended and restated, latest on April 25, 2023.
The shares of the following companies are pledged as collateral:
Banijay Entertainment SAS, Adventure Line Productions SAS, H2O Productions SAS, Banijay France SAS, Banijay Media Ltd (Ex Zodiak Media Ltd), Banijay Rights Ltd, Bwark Productions Ltd, Castaway Television Productions Ltd, RDF Television Ltd, Banijay Group US Holding Inc., Banijay Entertainment Holdings US Inc., Bunim-Murray Productions Inc., Bunim-Murray Productions LLC., M Therory Entertainement, Inc., Mobility Productions, Inc., Endemol US Holding Inc., Trully Original LLC., Screentime Pty Limited ; Endemol Shine Australia Pty Ltd., Banijay Benelux Holding B.V (EX: AP NMT JV NEWCO B.V), Endemol Shine IP B.V; Endemol Shine Nederland Holding\u00a0B.V (now Banijay Benelux Holding B.V), Endemol Shine Nederland\u00a0B.V.
| \n Note 29 | \n\n Subsequent events | \n
On 13 December 2021, Betclic as borrower, Mangas Lov as guarantor, BNP Paribas, Natixis and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as mandated lead arrangers and Soci\u00e9t\u00e9 G\u00e9n\u00e9rale as agent and security agent entered into a bridge credit facility agreement. This agreement provides for a bridge loan facility in principal amount of \u20ac130\u00a0million and has been repaid in full on the 5 July 2022 out of the proceeds of the Business Combination and cash otherwise available within the Group.
None.
On 11 January 2024, Banijay France has acquired Authentic Productions, based in France. The entity is specialised on producing scripted content in several formats (short, 26', 52' and 90') and genres (drama, comedy, crime) for linear broadcasters and, hopefully in the future, for platforms.
In 2023, Authentic Media generated approximately \u20ac10\u00a0million of sales.
On 1 February 2024, Banijay Entertainment (French Holding) has announced that it has successfully repriced its \u20ac555 million term loan facility (the \u201c2023 Banijay Facility B (EUR)\u201d) at E+3.75% and its $556 million term loan facility (the \u201c2023 Banijay Facility B (USD)\u201d) at S+3.25%, in each case at par. The repricing will reduce the margins on the term loans from E+ 4.50% for the 2023 Banijay Facility B (EUR) and from S+ 3.75% for the 2023 Banijay Facility B (USD).
None.
| \n Note 30 | \n\n Fees expensed to auditors | \n
| \n (in \u20ac million) | \n\n Statutory audit, certification | \n\n Non-audit services(1) | \n\n Total fees(2) | \n
| \n As of 31 December 2023 | \n\n \n | \n\n \n | \n\n \n | \n
| \n Ernst & Young | \n\n 6.4 | \n\n 2.3 | \n\n 8.7 | \n
| \n Other auditors | \n\n 1.2 | \n\n \u00a0 | \n\n 1.2 | \n
| \n Total | \n\n 7.6 | \n\n 2.3 | \n\n 9.9 | \n
| \n As of 31 December 2022 | \n\n \u00a0 | \n\n \u00a0 | \n\n \u00a0 | \n
| \n Ernst & Young | \n\n 6.1 | \n\n 0.8 | \n\n 6.9 | \n
| \n Other auditors | \n\n 1.0 | \n\n - | \n\n 1.0 | \n
| \n Total | \n\n 7.1 | \n\n 0.8 | \n\n 7.9 | \n
| \n (1)Of which tax services: \u20ac0.1\u00a0million in 2023 and \u20ac0.1\u00a0million in 2022. (2)Expenses charged by Dutch organizations of EY amounted to \u20ac0.7 million in 2023 (\u20ac0.8 million in 2022). | \n
(1)Including earn out and put payments for \u20ac70.0 million mainly related to Endemol India put over non-controlling interests in 2023.
(2)Investing in associates and joint-ventures has been reclassified from \u201cPurchases of consolidated companies, net of acquired cash\u201d to \u201cInvesting in associates and joint-venture\u201d.