32. Increase of investment in MIL Energia Renovável Ltda.
On 31 May 2021 MIL Madeiras Preciosas Ltda., owning already 40 % of the ordinary shares, acquired the remaining 60 % of the outstanding ordinary shares of the renewable power plant BK Energia Itacoatiara Ltda. and renamed it to MIL Energia Renovável Ltda. The fair value of the 40 % at acquisition date amounted to EUR 1.4 million. The remeasurement to fair value of the Group’s existing 40 % interest in BK Energia Itacoatiara Ltda. resulted in a gain of EUR 0.1 million (EUR 1.4 million fair value less the EUR 0.7 million carrying amount of the equity‑accounted investee at the date of acquisition less EUR 0.6 million of accumulated currency translation loss reclassified to profit or loss). This amount has been included in financial income (see Note 9).
The financial statements include the results of MIL Energia Renovável Ltda. for the seven-month period from the acquisition date. For this period, the revenue in the consolidated statement of profit or loss, contributed by MIL Energia Renovável Ltda., amounted to EUR 1.7 million and the net profit to EUR 0.3 million. If MIL Energia Renovável Ltda. had been fully consolidated from 1 January 2021, the consolidated statement of profit or loss would have included revenue of EUR 3.0 million and net profit of EUR 0.8 million.
The fair values of the identifiable assets and liabilities of MIL Energia Renovável Ltda. as at the date of acquisition were:
| in thousand EUR | 1st June 2021 | |
|---|---|---|
| Cash and cash equivalents | 976 | |
| Trade and other receivables | 844 | |
| Inventories | 36 | |
| Total current assets | 1 856 | |
| Property, plant and equipment | 66 | |
| Intangible assets | 1 522 | |
| Total non-current assets | 1 588 | |
| Trade and other payables | –269 | |
| Current income tax payables | –23 | |
| Current provisions | –8 | |
| Total current liabilities | –300 | |
| Total net assets | 3 144 |
The goodwill of EUR 0.3 million arising from the acquisition consists largely of the expected synergies and economies of scale from increasing the portion of investment in BK Energia. It is the aggregate of the consideration transferred of EUR 3.4 million, compared with the net of acquisition-date assets and liabilities of EUR 3.1 million. These assets contain also a customer portfolio of EUR 1.5 million. The dividend receivables for the periods prior to the acquisition of the remaining share were offset against the cash consideration.
The details of the purchase considerations recognized at acquisition date and the derivation of goodwill were as follows:
| in thousand EUR | 1st June 2021 | |
|---|---|---|
| Cash consideration | 2 042 | |
| Fair value of pre-existing interest (40%) in BK Energia | 1 366 | |
| Total purchase consideration | 3 408 | |
| Less net assets acquired at fair value | 3 144 | |
| Goodwill | 264 |
| in thousand EUR | 1st June 2021 | |
|---|---|---|
| Cash consideration | –2 042 | |
| Offset with dividend receivable | 522 | |
| Net cash acquired | 976 | |
| Net outflow of cash - investing activities | –544 |