E OTRAS INFORMACIONES DE INTERÉS
REGLAS PARA LA DELEGACIÓN Y VOTO A TRAVÉS DE MEDIOS DE COMUNICACIÓN A DISTANCIA
Shareholders’ Equity
Group's objectives for equity management are: a) to generate value for shareholders;
b) to protect the Group's continuity and c) to support the Group's development.
The Group intends to maintain adequate leverage, allowing a satisfactory return to shareholders as well as easy access to bank finance. Debt/equity ratio and its pattern are constantly monitored, taking into account the available cash flow.
Share capital
Share Capital, fully subscribed and paid-up as at 31.12.07, is unchanged and consists of of 140,761,507 common shares and 74,943 savings shares,
all of a par value of 0.50 Euro, and for a total value of €/000 70,418 .
Legal reserve
It amounts to €/000 14,084 (unchanged year-on-year) and presently
accounts for one fifth of the Share Capital.
Other reserves
They cumulatively amount to €/000 16,445, also unchanged year-on-year.
Retained profit
Amounting to €/000 70,373, with an increase of €/000 13,220 over 2006.
Profit & Loss for the year
This item represents the Group profit for the financial year, equal
to €/000 33,118 (€/000 24,108 in 2006).
Minority interests
This is the interest of third-party minority shareholders and amounts
to €/000 70.
A more detailed analysis of the changes of the consolidated Shareholders’ Equity can be found in the relevant statement.
Long Term Liabilities
Bank loans
Amounts due to banks are detailed as follows (in '000 Euro):
medium/long-term: BNL
m/t. Framura Zero Coupon Bond Efibanca:
m/tt. Four Island and Four Bay Unicredit
Commerzbank m/v. Four Coal m/t. Four Moon m/t. Four Springs
Banca Intesa - Commerkbank FPSO Four Vanguard Fortis Bank m/t. Four Antarctica m/t. Four Atlantica Within one year 1,513 - 4,229 9,924 775 1,389 1,653 5,000 1,803 1,802 More than one up to five years 4,162 1,669 20,141 9,924 3,098 5,553 6,617 20,000 7,208 7,208 More than five years - - - - 6,007 347 - 22,500 16,668 17,568 Total 5,675 1,669 24,370 19,848 9,880 7,289 8,270 47,500 25,679 26,578 Expiring
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Banca Nazionale del Lavoro
A loan drawn in 2001 and secured by a mortgage on m/t. Framura, for an original amount of US$ 15 Mln and currently Euro-denominated, to be repaid in 40 equal principal instalments, of which the first was repaid on 31.12.01 and the last will be due on 30.09.11. Interest charges are based on the relevant EURIBOR plus margin.
To cover 50% of such a loan, a specific derivative transaction on interest rate has been arranged, due to expire 31.12.2008.
Taking the above transaction into consideration, the average rate applied for the year 2007 was 5.81%; for next instalment due on 31.03.08 the rate will be 6.08%.
Banca Nazionale del Lavoro
A 10-year loan in the amount of 12,017,952 Euros, drawn on 06.09.00 and refundable with a single payment on termination date (06.09.10).
The loan is secured by a pledge on 10-year Zero Coupon Bond issued by BNL with a corresponding nominal value, and is entered in the Financial Statements net of the present value of the bonds as at year-end. Interest charges are calculated on the 6-month EURIBOR plus margin and are payable twice a year. The average rate applied for the year 2007 was 4.83%; for next instalment due in March 2008 the rate will be 5.48%.
Efibanca
(in pool with Banca Carige, Centrobanca and Mediocredito Lombardo)
A loan granted in 2000 in the original amount of US$ 48 Mln and currently
Euro-denominated, secured by a mortgage registered on the two units Four Island and Four Bay.
The loan interest is calculated on EURIBOR for the period plus margin (2007 average rate was 5.05%; 5.64% for the instalment due in January 2008) and is
repayable in forty-eight quarterly instalments with increasing principal, of which the first was repaid on 15.01.01 and the last will be due on 15.10.12.
Unicredit Banca d'Impresa
(in pool with Banca Generali and Banca Popolare di Vicenza)
A 5-year loan of a maximum amount of Euro/Mln 40, agreed on 05.11.04 and to be repaid within 31.12.09.
The loan was drawn for an amount of Euro/Mln 30 on 26.11.04 (concurrent with the repayment of a previous bond loan of equal amount) and reduced to Euro/Mln 20 at the end of 2007, whereas the remaining Euro/Mln 10 falls under a revolving credit line until termination. Interest is calculated on 3-month EURIBOR.
The average rate applied in 2007 was 5.42%; for the instalment due in March 2008 the rate will be 6.05%.
to a minimum shareholders' equity, ratio between the shareholders' equity and residual debt, and ratio between the shareholders' equity and the total
consolidated indebtedness), all of which are currently easily satisfied. The value of the latter ratio can also have an impact on the applied margin.
Commerzbank
A loan granted on 11.07.03 for an original amount of US$15 Mln, to be repaid in forty deferred quarterly instalments with constant principal amount quotas of US$ 220,500, of which the first instalment was repaid on 14.10.03 and the last one will be due on 11.07.13, plus a US$ 6,18 Mln balloon payment due
together with the last instalment. The loan, secured by a mortgage on the m/t. Four Coal, was converted into Euro through a special cross currency swap
transaction and, therefore, generates interests calculated on the EURIBOR for the period. Starting from the instalment due in July 2007, the floating interest rate has been converted into a fixed one through a specific “interest rate swap”
and, subsequently, converted again into floating through an opposite transaction: the applicable “spread” is thereby reduced by 34 bp.
Taking into account the above hedging transaction, the average rate applied in 2007 was 4.99%; for the instalment due in January 2007, the rate will be 4.50%.
Commerzbank
A loan granted on 13.01.03, secured by a mortgage on m/t. Four Moon for an original amount of US$15 Mln, to be repaid in forty deferred quarterly instalments with constant principal amount quotas, of which the first instalment
was repaid on 14.04.03 and the last will be due on 14.01.13. The loan has been converted into Euro through a special cross currency swap transaction and, therefore, generates interests calculated on the EURIBOR for the period. Starting from the instalment paid in January 2006, the floating interest rate has been converted into a fixed one through a specific “interest rate swap” and, subsequently, converted again into floating through an opposite transaction: the applicable “spread” is thereby virtually offset.
Taking into account the above hedging transaction, the average rate applied in 2007 was 4.10%; for the instalment due in January 2007 the rate will be 4.71%.
Commerzbank (jointly with Banca Mediocredito)
A loan granted on 01.12.03, secured by a mortgage on m/t. Four Springs for an original amount of US$ 18 Mln, to be repaid in thirty-six deferred quarterly
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Fortis Bank (jointly with NIBC)
Two 10-year loans amounting to US$ 42 Mln each, respectively drawn on 25.05.06 and 09.11.06 concurrently with the deliveries of two new Ice-Class aframax tankers, repayable in monthly instalments plus a US$ 16 Mln “balloon” due together with the last instalments in May/November 2016. The two loans, secured by mortgage arrangements on the vessels Four Antarctica and Four Atlantica and by the assignment of the two respective bare-boat contracts, generate interests calculated on LIBOR for the period (respectively 6.09% and 6.02% as average rates for 2007; 5.77% and 5.65% for the instalments due in January 2008).
These loans require our complying with certain financial covenants (with respect to a minimum shareholders' equity, ratio between the shareholders' equity and residual debt, and a minimum amount of available liquidity), all of which are currently easily satisfied. Should such covenants not be fully complied with, the applicable margin will increase and the loan-to-value ratio will be restricted.
We point out that these USD-denominated loans are a partial hedge of the
exchange rate risk related to the inflow generated in the same currency by the bare boat contracts for the two vessels (“hedge accounting”). As a consequence, the changes in their counter-value at the end of the year due to
Eur/Usd exchange rate fluctuations are directly booked as Shareholder's
Equity. This amount for the year 2007 is €/000 6,005; the cumulative amount as
of the end of 2007 is equal to €/000 8,312.
Intesa San Paolo - Commerzbank
A 10-year loan amounting to Eur/Mln 40, drawn on 02.05.07, repayable in 40 quarterly equal instalments, the first of which was duly reimbursed on 02.08.07
and the last will be due on 02.05.17. The loan, secured by mortgage arrangements on the FPSO Four Vanguard and by the assignment of the
employment contract, generates interests calculated on the EURIBOR for the period (4.72% for the first instalment), with applicable margin depending on the loan to value ratio (that, in any case, is to be lower than 0.80).
This loan requires our complying with certain financial covenants (with respect
to a minimum shareholders' equity, a minimum amount of available liquidity, a minimum EBITDA to financial charge ratio, a maximum debt to material
assets ratio, all of them on consolidated basis). Should such covenants not be fully complied with, the applicable margin will increase and the loan-to-value ratio will be restricted to 0.65.
We point out that, as at the end of 2007, the following unused credit lines were available:
Banca Popolare di Novara (pool with Banco Popolare di Verona e Novara) a credit line for US$ 60 Mln, available to Premuda and/or controlled companies (in this case fully guaranteed by Premuda) to buy new or secondhand vessels.
The line can be drawn within the end of September 2010, with repayment date subject to the age of the acquired vessel, but not later than September 2018. Interest charges are based on the relevant LIBOR. A commitment fee is due on the available and unused portion.
MPS Capital Services
A credit line for Eur/Mln 7.50 (or USD-equivalent) signed on 27.11.07, available until 27.11.14, to be drawn in one or more tranches, secured by mortgage on the company's office premises. Interest charges are based on the relevant EURIBOR. A commitment fee is due on the available and unused portion. Banca Nazionale del Lavoro (pooled with eight other banks)
A credit line for Eur/Mln 26 signed on 20.12.07, available until 19 06.09, to be drawn in one or more tranches. Interest charges are based on the relevant EURIBOR. The credit line is unsecured.
Commerzbank
A credit line for Eur/Mln 30 signed on 31.07.07, available until 31.07.12, secured by pledge on financial products issued by Commerzbank itself, amounting to Eur/Mln 20, to be drawn in one or more tranches. Interest charges are based on the relevant EURIBOR. A commitment fee is due on the available and unused portion.
Banca Carige
A credit line for an original amount of USD 28 Mln, currently reduced to USD 21 Mln, to be further reduced by USD 7 Mln by the end of each year
(expiring 31.12.2010). The credit line may also be drawn in Euro and interest charges are based on the relevant LIBOR/EURIBOR. The line is secured by a guarantee of Premuda S.p.A. and a pledge on 1,800,000 shares of Premuda International S.A.H. A commitment fee is due on the available and unused portion.
Unicredit
Two loans of max USD 22 Mln each (or Eur-equivalent) to finance two new 34,000 dwt handy bulk carrier ordered to Vietnamese shipyards. The loans may also be drawn during the pre-delivery phase. Interest charges are based on the relevant LIBOR/EURIBOR. A commitment fee is due on the available
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Provisions for risks and charges
The item registered, equivalent to €/000 614 on 31.12.07, as opposed to a
corresponding value of €/000 1,113 on 31.12.06, represents the overall
allocations for litigations, third party claims and other liabilities.
Provisions for staff severance indemnity
This item refers to sums accrued for employees severance indemnities,
determined on an actual basis, as previously stated under the Valuation Criteria.
Current Liabilities
Short-term bank debts
This item refers to overdraft facilities and the short-term quota of
medium/long-term loans, as stated in the description of the bank loan detail table previously shown.
Suppliers
This item indicates current sums due to various suppliers. The amount of this exposure reflects the business volume. Balances for the end of the period are stated.
Tax liabilities
This item amounts to €/000 716 (€/000 691 as at 31.12.06) and refers to
liabilities towards Tax Authorities at the end of the year related to corporate tax on income, personal income tax on employees' wages and salaries (Irpef), withholding tax for professionals, all due within the following period.
Accrued liabilities and deferred income
Accrued liabilities relate to costs accrued in 2007, the majority of which is represented by interest charges on loans, by the fourteenth-month pay for personnel and its related social charges, and by insurance coverage costs. Deferred incomes nearly totally consist of charter hires which have been invoiced in advance.
Other payables
Cumulatively these amount to €/000 7,289 (€/000 7,316 as at end 2006) and
mainly consist in miscellaneous payables due to charterers, wages due to workforce, social security, other debts.
Commitments and risks
As at 31st of December 2007, the Group's purchase commitments totalled
€/000 172,989, relating to the outstanding instalments due to the Vinashin
vietnamese Shipyard and the SPP Korean Shipyard for the ten handy bulk carriers ordered. We also point out the purchase commitments of the
associated company Premuda Chartering Navegaçao Lda. for
€/000 127,470 (our share €/000 42,490) relating to the outstanding instalments due to the Samsung Korean shipbuilding yard for three new aframax product tanker units. The Group holds purchase options on the vessels Four Smile and
Four Schooner, to be declared at the end of present charters (June 2009) at
the price of USD 50 million and USD 32 million respectively. Purchase options for the three new bulk carriers Four Shinano,
Four Mogami and Four Kitakami (chartered-in starting as from the
respective delivery by Shipyard) are also available, starting from the end of
the fifth contractual year (from the end of third contractual year for
Four Kitakami). Option prices, de-escalating throughout the charter
periods, are JYN-denominated. The Group granted purchase options on the vessels Framura and
Four Islands to the present charterers. Such options may be exercised in
June 2011 at the price of USD 30 Mln and USD 35 Mln respectively. The Group granted to the charterers of the vessels Four Atlantica and
Four Antarctica options to extend from 8.5 to 10 the respective bare-boat
contracts; if such extension is exercised, purchase options at the end of
year 10 at the price of USD 36 Mln per vessel shall also become effective. Herebelow the minimum commitments (Euro/000) resulting from long-term charters: More than 1 up to 5 years 116,729 45,263 52,834 More than 5 years 13,049 25,109 22,506 Total 232,108 81,408 101,358
Time charter out (income) Bare boat
Time charter in (costs) out (income) within 1 year 102,330 11,036 26,018 Committed amounts
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