4. Purchase and sale of shares in subsidiaries

With the share purchase agreement dated 28 December 2017 and the agreement on the transfer of company shares dated 22 January 2018, METRANS a.s., Prague, Czech Republic, acquired 100 % of shares in POLZUG Intermodal Polska sp. z.o.o., Warsaw, Poland, and renamed the acquired company METRANS (Polonia) Sp. z.o.o. This transaction has no material impact on HHLA’s Consolidated Financial Statements.

With share purchase and transfer agreements dated 2 March 2018, HHLA is acquiring further shares in METRANS a.s., Prague, Czech Republic, thus increasing its stake from 90.0 % to 100 %. The purchase price for these shares is taken directly to equity in accordance with the entity concept with a corresponding reduction in non-controlling interests.

HHLA has signed a contract dated 26 March 2018 for the acquisition of 100 % of shares in terminal operator Transiidikeskuse AS, headquartered in Tallinn, Estonia, in order to further expand its existing transport and logistics network in Estonia. Upon the various conditions precedent being met, HHLA took control of the company on 27 June 2018 (acquisition date within the meaning of IFRS 3 (9)). The purchase price (transferred consideration) was paid in euros.

The following table summarises the values of the assets identified, and liabilities acquired, on the date of acquisition.

The derived goodwill amounting to € 11,922 thousand comprises the value of the workforce of the acquired company and the opportunities arising from the business model, such as expansion of operations in the Baltic region, operations in Russia and the establishment of RoRo services. The goodwill has been allocated to the Container segment. Customer-related intangible assets (customer relations) include an amount of € 6,775 thousand relating to the simplified access of Transiidikeskuse AS to an existing customer base. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

Due to the proximity of the acquisition date to the Balance Sheet date, the fair values of acquired assets and liabilities have only been measured provisionally. The final measurement has yet to be completed. Changes may occur in property, plant and equipment, in customer relations, in other intangible assets and in current assets. This would result in a change in goodwill.

The fair value of current assets is € 3,044 thousand and includes trade receivables of € 2,590 thousand. The gross amount of due contractual trade receivables totals € 3,875 thousand, with € 1,285 thousand of this figure expected to be irrecoverable.

Due to the proximity of the acquisition date to the Balance Sheet date, no Interim Financial Statements were prepared as of 27 June 2018. Had the acquisition taken place as of 1 January 2018, the Executive Board estimates that Group revenue would have been € 10.8 million higher and that Group profit after tax would have been € 1.7 million higher. When calculating these amounts, the Executive Board assumed that the provisional adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2018.

There were no further material acquisitions or disposals of shares in subsidiaries in the first six months of 2018.