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CAPITULO V: Estudio Financiero

XII. Monto de Inversiones

6. Depreciación

This Section provides information about the Company’s capitalisation and net financial indebtedness on an actual basis as at 30 June 2013 and, in the “As Adjusted – 30 June 2013” columns, the Company’s capitalisation and net financial indebtedness on an adjusted basis to show the estimated effects of the following items only, which result from the consummation of the Offering as planned, on the Company’s capitalisation and net financial indebtedness. This information is based on the Company’s actual capitalisation and net financial indebtedness figures as at 30 June 2013 as shown in the “Actual – 30 June 2013” columns:

The consummation of the Offering will result in estimated net proceeds to the Company of either:

(a) USD 266.3 million if the Offer Price is at the high-point of the Indicative Price Range, with an issuance of 33,244,400 Offer Shares in the Offering;

(b) USD 266.3 million if the Offer Price is at the mid-point of the Indicative Price Range, with an issuance of 37,399,950 Offer Shares in the Offering;

(c) USD 266.3 million if the Offer Price is at the low-point of the Indicative Price Range, with an issuance of 41,555,500 Offer Shares in the Offering.

In each case after deducting the estimated commissions and expenses to the Managers and other advisors, as well as other costs associated with the listing of the Shares on the Oslo Stock Exchange.

The acquisition of five vessels from Maersk over the period between 30 June 2013 and listing, under an

agreement signed 22 May 2013, paid by BW Gas Ltd, and the resultant recognition of USD 311.5 million in Trade and Other Payables, as set out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 1.

The payment by BW Gas Ltd to Hyundai Heavy Industries in July 2013 of deposits on four newbuildings, captured

in BW LPG in Trade and Other payables, as set out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 2.

The acquisition, as part of the Reorganization, of (i) the 100% equity interest in BW Cyan Limited; (ii) a 100%

equity interest in AS Havgas Partners); (iii) a 62.5% equity interest in KS Havgas Partners; and (iv) an 86.17% equity interest in PR Bergesen d.y. Shipping DA (a Norwegian Limited Partnership), as set out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 3.

The netting off of amounts due to / from BW Gas Ltd in the amount of USD 26.4 million, as set out in Section 12

“Unaudited Pro Forma Financial Information” as Adjustment No. 4(i).

The provision of a shareholder loan from BW Gas Ltd to the Company, to finance vessel acquisitions, newbuilding

acquisitions, and the reorganization, as set out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 4(ii).

The capitalisation of USD 686.9 million of amounts due to BW Gas Ltd as share capital of the Company, as set

out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 4(iii).

The draw-down of USD 700 million under the Facilities, to be drawn-down concurrent with IPO, and applied in full

(after raising costs) to repay amounts due to BW Group Ltd and its subsidiaries, as set out in Section 12 “Unaudited Pro Forma Financial Information” as Adjustment No. 5

Investors are cautioned that the “As adjusted” figures included in the tables below are estimates and associated with significant uncertainties, and that the actual proceeds from the Offering may deviate from the amounts indicated. The information presented below should be read in conjunction with the other parts of this Prospectus, in particular Section 10 “Selected Financial and Other Information”, Section 11 “Operating and Financial Review”, Section 12 “Unaudited Pro Forma Financial Information”, and the Company’s Financial Statements and the notes related thereto included in Appendix C.

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9.1 Capitalisation

USD million Unaudited

Actual As Adjusted – 30 June 2013 30 June 2013 Low-Point Price Mid-Point Price High-Point Price Total current debt:

Guaranteed and secured ... - 48.7 48.7 48.7 Guaranteed but unsecured ... - - - - Secured but unguaranteed ... - 8.9 8.9 8.9 Unguaranteed and unsecured ... 1,062.9 362.9 362.9 362.9 Total current debt ... 1,062.9 420.5 420.5 420.5 Total non-current debt:

Guaranteed and secured ... - 642.4 642.4 642.4 Guaranteed but unsecured ... - - - - Secured but unguaranteed ... - - - - Unguaranteed and unsecured ... 60.7 60.7 60.7 60.7 Total non-current debt ... 60.7 703.1 703.1 703.1 Shareholders’ equity:

Share capital ... - 1.4 1.4 1.3 Share premium account ... - 279.6 279.6 279.7 Retained earnings ... (51.3) (51.3) (51.3) (51.3)

Other reserves ... 67.7 630.7 630.7 630.7 Total shareholders’ equity ... 16.4 860.4 860.4 860.4

Total capitalisation ... 1,139.9 1,984 1,984 1,984 The “As Adjusted – 30 June 2013” columns illustrate the Company’s capitalisation on an adjusted basis to show the estimated effects of the following items only, which result from the consummation of the Offering as planned, as if those transactions occurred on 30 June 2013.

Section 12 “Unaudited Proforma Financial Information” provides commentary on the accounting treatment for the introduction of the Facility and repayment of pre-existing debt in the same amount, which is taken up in the above table consistent with the treatment in the 30 June 2013 Proforma Financial Information.

Between 30 June 2013 and 31 August 2013, the following material changes have occurred to information included in the above table:

 Unguaranteed and unsecured current debt has increased from USD 1,062.9 million to USD 1,080.4 million.  Retained losses have decreased from 51.3 million to 0.3 million.

Apart from the above movements, there are no material changes to the numbers shows as Actual – 30 June 2013. The Guaranteed and Secured component of Current Debt and Non-Current Debt in the “as adjusted” columns refer to the current and non-current components of the Facility, as described in Section 11.8 “Borrowings and Other Contractual Obligations”.

9.2 Net Financial Indebtedness

USD million Unaudited

Actual As Adjusted – 30 June 2013 30 June 2013 Low-Point Price Mid-Point Price High-Point Price A. Cash ... 18.4 264.7 264.7 264.7 B. Cash equivalents ... - - - - C. Restricted cash deposits ... - 20.0 20.0 20.0

D. Liquidity (A + B + C) ... 18.4 284.7 284.7 284.7

E. Current financial receivables ... 98.7 98.7 98.7 98.7 F. Current bank debt ... - - - - G. Current portion of non-current debt ... - 57.6 57.6 57.6 H. Other current financial debt ... 1,062.9 362.9 362.9 362.9

I. Current financial debt (F + G + H)... 1,062.9 420.5 420.5 420.5

J. Net current financial indebtedness (I – E – D) ... 945.7 37.1 37.1 37.1

K. Non-current bank loans ... - 642.4 642.4 642.4 L. Bonds issued ... - - - - M. Other non-current loans ... 60.7 60.7 60.7 60.7

N. Non-current financial indebtedness (K + L + M) ... 60.7 703.1 703.1 703.1

O. Net financial indebtedness (J + N) ... 1,006.4 740.2 740.2 740.2 The “As Adjusted – 30 June 2013” columns illustrate the Company’s net financial indebtedness on an adjusted basis to show the estimated effects of the following items only, which result from the consummation of the Offering as planned, as if those transactions occurred on 30 June 2013.

Between 30 June 2013 and 31 August 2013, the following material changes have occurred to information included in the above table:

 Current financial receivables have increased from USD 98.7 million to USD 151.9 million;  Other current financial debt has increased from USD 1,062.9 million to USD 1,080.4 million.

Apart from the above movements, there are no material changes to the numbers shows as Actual – 30 June 2013. Section 12 “Unaudited Proforma Financial Information” provides commentary on the accounting treatment for the introduction of the Facility and repayment of pre-existing debt in the same amount, which is taken up in the above table consistent with the treatment in the 30 June 2013 Proforma Financial Information.

Restricted Cash Deposits in the “As Adjusted” columns refer to the minimum cash balance requirement under the Facility, as described in Section 11.8 “Borrowings and Other Contractual Obligations”.

No amounts have been included in net financial indebtedness for the counter indemnities referred to in Section 16.4 “Counter Indemnity Agreement”, as there are no known or anticipated actual liabilities arising as a result of these counter indemnities.

9.3 Working Capital Statement

The Company is of the opinion that the working capital available to the Group is sufficient for the Group’s present requirements, for the period covering at least 12 months from the date of this Prospectus.

9.4 Contingent and Indirect Indebtedness

As at 30 June 2013 and as at the date of the Prospectus, except for the claim set out in Section 8.13 “Legal Proceedings” which the Group has disputed and for which the Group does not expect to have any significant impact on the Group’s financial position, the Group did not have any contingent or indirect indebtedness at such date.

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