PARTE I. ELEMENTOS DE IDENTIFICACIÓN, MARCO DE
1.10. CONCEPTOS ÚTILES PARA ENTENDER LA EDUCACIÓN
1.10.5. La segunda lengua
CEZ Group Bonds Outstanding at December 31, 2010
Security Issuer ISIN Issue date Volume Interest Maturity Form
7th bond issue ČEZ, a. s. CZ0003501058 January 26, 1999 CZK 2.5 billion 9.220%1) 2014 booked
to owner 3rd Eurobond issue CEZ Finance XS0193834156 June 8, 2004 EUR 400 million2) 4.625% 2011 booked
B.V. to owner
4th Eurobond issue ČEZ, a. s. XS0271020850 October 17, 2006 EUR 500 million 4.125% 2013 booked to owner 5th Eurobond issue ČEZ, a. s. XS0324693968 October 12, 2007 EUR 500 million 5.125% 2012 booked to owner 6th Eurobond issue ČEZ, a. s. XS0376701206 July 18, 2008 EUR 600 million 6.000% 2014 booked to owner 7th Eurobond issue ČEZ, a. s. XS0384970652 September 17, 2008 JPY 12,000 million3) 3.005% 2038 booked
to owner 8th Eurobond issue ČEZ, a. s. XS0387052706 September 22, 2008 EUR 6 million zero coupon4) 2038 booked
to owner 9th Eurobond issue ČEZ, a. s. XS0425475224 May 6, 2009 CZK 1.4 billion zero coupon5) 2011 booked
to owner
10th Eurobond issue ČEZ, a. s. XS0427893481 May 19, 2009 CZK 1.59975 billion zero coupon6) 2011 booked
to owner 11th Eurobond issue ČEZ, a. s. XS0430082932 May 26, 2009 EUR 600 million 5.750% 2015 booked to owner
12th Eurobond issue ČEZ, a. s. XS0447067843 September 8, 2009 JPY 8 billion 2.845%3) 2039 booked
to owner 13th Eurobond issue ČEZ, a. s. XS0458257796 October 19, 2009 EUR 600 million7) 5.000% 2021 booked
to owner
14th Eurobond issue ČEZ, a. s. XS0462797605 November 4, 2009 EUR 50 million 6M Euribor 2019 booked + 1.250 to owner 15th Eurobond issue ČEZ, a. s. XS0467790373 December 8, 2009 EUR 110 million 3M Euribor 2011 booked + 0.450 to owner 16th Eurobond issue ČEZ, a. s. XS0470983197 December 9, 2009 USD 100 million 3M USD Libor 2012 booked + 0.700 to owner 17th Eurobond issue ČEZ, a. s. XS0472795003 December 16, 2009 EUR 100 million 3M Euribor 2011 booked + 0.500 to owner 18th Eurobond issue ČEZ, a. s. XS0473872306 December 21, 2009 CZK 3 billion 6M Pribor 2012 booked + 0.620 to owner 19th Eurobond issue ČEZ, a. s. XS0502286908 April 16, 2010 EUR 750 million 4.875% 2025 booked to owner
20th Eurobond issue ČEZ, a. s. XS0521158500 June 28, 2010 EUR 500 million8) 4.500% 2020 booked
to owner
1st NSV (Namensschuld- ČEZ, a. s. XF0000NS9FM8 November 29, 2010 EUR 40 million 4.500% 2030 Global
verschreibungen) issue Depositary
Receipt (GDR)
1)Starting in 2006, the bonds bear interest at a variable rate of CPI + 4.2%.
2)In December 2010, 246,296 bonds were bought back and voided, reducing the issue volume to EUR 153,704,000. 3)Proceeds of issue in Japanese Yen were swapped for Euros through a Credit Linked Swap.
4)Yield is determined by difference between issue price (EUR 1,071,696) and face value (EUR 6,000,000) of the bond. 5)Yield is determined by difference between issue price (CZK 1,287,720,000) and face value (CZK 1,400,000,000) of the bond. 6)Yield is determined by difference between issue price (CZK 1,464,953,465.25) and face value (CZK 1,599,750,000) of the bond.
7)In February 2010, EUR 60 million and, subsequently, EUR 90 million in bonds was issued and added to the EUR 600 million issue of October 19, 2009,
increasing the issue volume to EUR 750 million.
8)In December 2010, EUR 250 million in bonds was issued and added to the EUR 500 million bond issue of June 28, 2010, increasing the issue volume
to EUR 750 million.
ČEZ, a. s. has not issued any convertible bonds. Under the issue terms, the bonds are not guaranteed by the State or by any bank.
With the exception of ČEZ, a. s., no CEZ Group company has any bonds outstanding at December 31, 2010.
In September 2008, the 7th Eurobond issue (in JPY) and the 8th Eurobond issue were issued through the Eurobond program. In May 2009, the 9th, 10th, and 11th Eurobond issues were issued through the Eurobond program.
In September 2009, the 12th Eurobond issue (in JPY) was issued through the Eurobond program. In October 2009, the 13th Eurobond issue was issued through the Eurobond program.
In November 2009, the 14th Eurobond issue was issued through the Eurobond program.
In December 2009, the 15th and 17th Eurobond issues, the 16th Eurobond issue (in USD), and the 18th Eurobond issue (in CZK) were issued through the Eurobond program.
Finance / CEZ Group 153
Face value Manager Administrator Market Traded since
CZK 1,000,000 ING Barings Capital Markets Citibank, a.s. PSE Official Free Market January 26, 1999 RM-System December 5, 2001 EUR 1,000 BNP Paribas, Merill Lynch The Bank of New York Bourse de Luxembourg June 8, 2004 EUR 10,000
EUR 100,000
EUR 50,000 Société Générale Corporate Deutsche Bank Bourse de Luxembourg October 17, 2006 & Investment Banking Luxembourg S.A.
EUR 50,000 BNP Paribas, Citi Deutsche Bank Bourse de Luxembourg October 12, 2007 Luxembourg S.A.
EUR 50,000 BNP Paribas, Deutsche Bank AG, Deutsche Bank Bourse de Luxembourg July 18, 2008 ING Bank N.V., Erste Bank Luxembourg S.A.
JPY 1,000,000,000 Citigroup Global Markets Limited Deutsche Bank Bourse de Luxembourg September 17, 2008 Luxembourg S.A.
EUR 100,000 Citigroup Global Markets Limited Deutsche Bank Bourse de Luxembourg September 22, 2008 Luxembourg S.A.
CZK 1,500,000 Société Générale Deutsche Bank Bourse de Luxembourg May 6, 2009
CZK 2,000,000 Luxembourg S.A.
CZK 2,500,000
CZK 1,350,000 Československá obchodní banka, a. s. Deutsche Bank Bourse de Luxembourg May 19, 2009 Luxembourg S.A.
EUR 50,000 Banca IMI S.p.A., Citigroup Global Deutsche Bank Bourse de Luxembourg May 26, 2009 Markets Limited, HSBC Bank plc, Luxembourg S.A.
ING Bank N.V., Erste Group Bank AG
JPY 1,000,000,000 Citigroup Global Markets Limited Deutsche Bank Bourse de Luxembourg September 8, 2009 Luxembourg S.A.
EUR 50,000 BNP Paribas, Société Générale, Deutsche Bank Bourse de Luxembourg October 19, 2009 The Royal Bank of Scotland plc, Luxembourg S.A.
Erste Group Bank AG
EUR 50,000 Citigroup Global Markets Limited Deutsche Bank Bourse de Luxembourg November 4, 2009 Luxembourg S.A.
EUR 50,000 Société Générale Deutsche Bank Bourse de Luxembourg December 8, 2009 Luxembourg S.A.
USD 75,000 HSBC Bank plc Deutsche Bank Bourse de Luxembourg December 9, 2009 Luxembourg S.A.
EUR 50,000 Barclays Bank plc Deutsche Bank Bourse de Luxembourg December 16, 2009 Luxembourg S.A.
CZK 1,500,000 Česká spořitelna, a.s., Deutsche Bank Bourse de Luxembourg December 21, 2009 Československá obchodní banka, a.s. Luxembourg S.A.
EUR 50,000 Bayerische Landesbank, Deutsche Bank Bourse de Luxembourg April 16, 2010 Erste Group Bank AG, HSBC Bank plc, Luxembourg S.A.
Société Générale, UniCredit Bank AG
EUR 50,000 Citigroup Global Markets Limited, Deutsche Bank Bourse de Luxembourg June 28, 2010 Crédit Agricole Corporate and Investment Bank, Luxembourg S.A.
Deutsche Bank AG, London Branch, Erste Group Bank AG, The Royal Bank of Scotland plc
EUR 500,000 – – – –
v
In April 2010, the 19th Eurobond issue was issued through the Eurobond program.
In February 2010, Tranches 2 and 3 of the 13th Eurobond issue were issued through the Eurobond program. In June 2010, the 20th Eurobond issue was issued through the Eurobond program.
In November 2010, the 1st issue of NSV (Namensschuldverschreibungen) securities was issued.
In December 2010, Tranche 2 of the 20th Eurobond issue was issued through the Eurobond program. At the same time, the overall volume of the 3rd issue of Eurobonds guaranteed by ČEZ, a. s. was reduced.
Maturity Structure of ČEZ, a. s. Financial Debt (debentures and loans) (CZK billions)
Solvency in 2010
CEZ Group’s solvency in 2010 was good and the companies of CEZ Group met all of their obligations on time and in full. Significant in terms of development of the CEZ Group liquidity position were factors arising out of the extensive program of capital expenditures in the Czech Republic, and in particular the ongoing plant renewal project and investments relating to the construction of photovoltaic power plants. In Romania, we continued to finance the construction of the Fântânele wind farm. In the M&A area, the transactions with the biggest impact on CEZ Group’s liquidity were the acquisition of a minority stake in Dalkia ČR, acquisition of a 85% stake in Dalkia Ústí nad Labem, and the financing of a deferred installment of the purchase price for the Turkish distribution company Sakarya Elektrik Dagitim A.S. The pay-out of dividends in August caused another substantial outflow of cash.
In general, the financial markets provided a much more constructive environment for financial transactions in 2010 than they did in 2009. However, all activities continued to be accompanied by relatively high volatility, particularly in conjunction with public budget problems in certain countries of the Eurozone.
In terms of short-term liquidity, CEZ Group once again in 2010 succeeded in renewing and even slightly increasing its backup facility – mostly through the bills of exchange program. As at December 31, 2010, the backup facility’s total volume was CZK 31 billion. That said, during 2010 ČEZ, a. s. hardly utilized this facility and, like in 2009, it mostly issued bills of exchange directly into the portfolios of end investors. By doing so, it achieved much more advantageous terms. Bills of exchange outstanding stood at CZK 6.2 billion as at December 31, 2010.
ČEZ, a. s. took advantage of a calming of the capital markets in late first quarter 2010 to implement its longest-ever Eurobond issue with a maturity of 15 years and a volume of EUR 750 million (approximately CZK 18.9 billion). This was followed in June by a 10-year, EUR 500 million (approximately CZK 12.9 billion) issue, which was subsequently – in December – increased by EUR 250 million (approximately CZK 6.3 billion) in conjunction with buying out of bonds. Through the bond buy-out, ČEZ attempted to lower the risk associated with refinancing of bonds maturing in 2011, in particular. In late 2010 we succeeded in closing ČEZ’s first-ever transaction in the German market for
Namensschuldverschreibung bonds – a 20-year, EUR 40 million (approximately CZK 1 billion) issue. During 2010, we also succeeded in two private bond issues with an aggregate total volume of EUR 150 million (EUR 60 million + EUR 90 million) by increasing the existing 13th Eurobond issue.
154 CEZ Group / Finance
repayments of principal interest 14 16 18 20 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 2020 202 1 2022 2023 202 4 2025 2026 202 7 2028 2029 2030 203 1 2032 2033 203 4 2035 2036 203 7 2038 2039 12 10 8 6 0 4 2 Remark:
Loans include short-term debts recorded as at December 31, 2010 and maturing at or before year-end 2011. In the case of loans, only known interest is included, i.e. fixed rates for the nearest period (3M or 6M). Foreign exchange rates as at December 31, 2010 used for currency translation.
6.5 1 8.2 6.2 4.9 1 8.8 1 6.3 3.8 1 .2 3.0 1 .2 3.0 1 .2 3.0 2.5 3.0 2.9 2. 1 1 .2 1 .1 1 .1 1 .1 0.2 0.2 0.2 0.2 1 .0 0.2 0. 1 0. 1 0. 1 0. 1 0. 1 0. 1 0. 1 2.9 0. 1 1 .8 0. 1 1 5. 1 1 4.0 5.5 1 9. 1 1 8.8 1 8.8
CEZ Group further developed its cooperation with the European Investment Bank, entering into financing agreements in a total volume of EUR 300 million to finance renewable sources of energy in the Czech Republic and Romania. On December 17, 2010, a EUR 200 million (approximately CZK 5.0 billion) loan agreement was signed, maturing in 17 years, to finance the construction of the Fântânele power plant, and on November 18, 2010, a EUR 100 million (approximately CZK 2.5 billion) loan agreement, maturing in 10 years, was signed to finance the completion of solar power plant projects in the Czech Republic.
For the purpose of financing the deferred payment for acquisition of a stake in the Turkish distribution company Sakarya Elektrik Dagitim A.S., ČEZ’s joint-venture in Turkey obtained a 15-year, USD 325 million (approximately CZK 6.1 billion) loan from the European Bank for Reconstruction and Development, the International Finance Corporation, and UniCredit Bank. Thanks to all of the above transactions, we managed to extend the average maturity of CEZ Group’s financial debts to 7.6 years. At year-end 2010, ČEZ, a. s. had drawn down less than 1% of its backup facility.
Insurance in CEZ Group
At CEZ Group, a number of risk categories are dealt with through an insurance program that covers ČEZ, a. s. to a substantial extent. The most important classes of insurance are:
liability insurance on operation of nuclear power plants pursuant to the Nuclear Act. There are separate insurance contracts for Dukovany Nuclear Power Station and for Temelín Nuclear Power Station. Each contract is for the statutory limit of CZK 2 billion. The insurers are Česká pojišťovna a.s., representing the Czech Nuclear Insurance Pool, and European Liability Insurance for the Nuclear Industry.
insurance of liability risks arising in the transport of nuclear fuel pursuant to the Nuclear Act. The insurance covers transports of nuclear fuel for both nuclear power plants, subject to the statutory limit of CZK 300 million. The insurers are Česká pojišťovna a.s., representing the Czech Nuclear Insurance Pool, and European Liability Insurance for the Nuclear Industry. property insurance for the nuclear power plants, covering natural hazard and machinery risks, including damages arising out of a nuclear accident. The insurers are Česká pojišťovna a.s., representing the Czech Nuclear Insurance Pool, and European Mutual Association for Nuclear Insurance.
property insurance for coal-fired and hydro power plants, providing insurance protection against natural hazards and machinery risks
to cover ČEZ, a. s. coal-fired power plant retrofit projects, comprehensive construction-installation insurance has been taken out, including insurance of lost profits due to construction delays. ČEZ, a. s. has not received any benefits from this insurance, nor does it expect to do so in 2011.
property insurance for selected ČEZ, a. s. subsidiaries
property insurance covering the assets of ČEZ Distribuce, a. s., including insurance of distribution power lines general third-party liability insurance that covers companies of CEZ Group against financial losses that may arise from damages sustained by third parties relating to each company’s operations and/or resulting from a defective product. statutory and supervisory board liability insurance covering the statutory and supervisory board members of the Company as well as those of subsidiaries.
Subsidiaries in the Republic of Bulgaria carry property insurance, general third-party liability insurance, and insurance against occupational injuries and illnesses, in compliance with the provisions of licenses for the generation and distribution of electricity.
In Romania, construction-installation insurance is carried in conjunction with the Fântânele-Cogealac wind farm project, including insurance of investor lost profits due to construction delays. After the wind farm is completed, the construction-installation insurance cover will be converted into standard property insurance. General liability insurance is carried for the local subsidiaries. In Poland, the ELCHO and Skawina Power Stations carry insurance covering property and machinery risks, including interruption of operation. General liability insurance is also taken out.
For other companies, territories, and risks, we are gradually applying CEZ Group standards in line with the development of the CEZ Group insurance program and in compliance with applicable legislation.
Soňa Měkýšová
Director, CEZ Group Personnel Services Unit