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ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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17.2 PUBLIC GRANTS RELATED<br />

TO RESULTS<br />

6<br />

<strong>2011</strong> CONSOLIDATED FINANCIAL STATEMENTS<br />

Notes to the Consolidated Financial Statements<br />

Public grants related to results, i.e. grants other than those<br />

related to assets, are recorded in income as a deduction from<br />

the expenses to which they relate.<br />

Most of the grants from the State of Florida and the City of<br />

Jacksonville are grants related to results. Spread over several<br />

NOTE 18 DEBT<br />

18.1 DESCRIPTION AND CHANGE<br />

IN GROUP INDEBTEDNESS<br />

On 3 July 2009, the Company fi nalised the refi nancing of its<br />

bank debt with a consortium of six credit institutions. The main<br />

aim was to ensure the medium-term fi nancing of the Group’s<br />

existing activities. The refi nancing consists of:<br />

� two term loans of €150 million and $240 million<br />

respectively. These loans have a three-year maturity (up until<br />

2 July 2012) with repayment at the end of this period;<br />

� a revolving credit facility of €33.5 million, also covering a<br />

period of three years, with the possibility of making draw<br />

downs on this facility in various different currencies. This<br />

revolving credit facility was cancelled on 14 October<br />

<strong>2011</strong>.<br />

The initial margin was set at 275 basis points over Euribor for<br />

euro loans and 300 basis points over Libor for the US dollar<br />

loan. From 1 January 2010 onwards, the margin is calculated<br />

on a half-yearly basis depending on the ratio of the Group’s<br />

net debt to the Group’s consolidated EBITDA over the 12-month<br />

period prior to the date when this margin is set. This margin<br />

could therefore vary from 2.0% to 3.0% for euro facilities and<br />

from 2.25% to 3.25% for the US dollar facilities.<br />

In <strong>2011</strong> the margin was 2.00% on the euro loan and 2.25%<br />

on the dollar loan.<br />

The fi nancing agreement comprises a certain number of the<br />

usual provisions contained in this type of agreement.<br />

Sales and acquisitions made by the Group are thus subject to<br />

a certain number of usual conditions. Similarly, any additional<br />

loan contracted by the Group for an amount of over €90 million<br />

is subject to contractual limitations.<br />

The agreement contains change of control clauses concerning<br />

the Company, enabling each lender to request early repayment<br />

of the share of the credit facilities that it granted.<br />

fi nancial periods (of up to ten years), this aid will mainly<br />

lead to a reduction in operating expenses for the Jacksonville<br />

production facilities in future years. In consideration of these<br />

grants, the Company has to comply with a certain number of<br />

commitments primarily related to job creation and a minimum<br />

level of average salaries.<br />

Public grants related to results recorded in <strong>2011</strong> in respect of<br />

the Jacksonville project amounted to €6.2 million ($8.5 million).<br />

The guarantees given under these agreements remain limited<br />

to surety bonds (or equivalent guarantees) from some Group<br />

companies, in compliance with the legal provisions in force.<br />

Finally, pursuant to the agreement, the granting and continuation<br />

of the loans is conditional upon meeting certain fi nancial ratios:<br />

� maximum leverage ratio (net fi nancial debt to EBITDA):<br />

3.00 (for each 12-month period ending 30 June and<br />

31 December of each year) with a maximum of 2.80 for<br />

each 12-month period ending 31 December <strong>2011</strong> and<br />

30 June 2012; and<br />

� minimum interest coverage ratio (contractually defi ned<br />

EBITDA to total net interest): 4.50 (for each 12-month<br />

period ending on 30 June and 31 December).<br />

At 31 December <strong>2011</strong>, the Group’s gearing ratio, calculated<br />

according to the contractual terms and conditions, amounted<br />

to 0.54 (compared to 1.24 at 31 December 2010) and<br />

the interest coverage ratio to 12.1 (compared to 9.3 at<br />

31 December 2010).<br />

Finally, the Group has committed to providing the lenders with<br />

certain periodic information such as its audited consolidated<br />

annual fi nancial statements within 120 days of each fi nancial<br />

year-end, as well as its consolidated interim fi nancial statements<br />

within 90 days of the close of each six-month period.<br />

The Group has already embarked upon the process of<br />

refi nancing that part of its bank debt due to expire on<br />

2 July 2012 and is confi dent that it will be able to fi nalise this<br />

refi nancing at acceptable conditions prior to end of Q1.<br />

The portion of current bank debt held as non-current borrowings<br />

at December 31, <strong>2011</strong>, amounting to €100 million, is the part<br />

of the euro bank debt being refi nanced under similar conditions<br />

to those applying to current bank debt, and being refi nanced<br />

with counterparties participating in the existing bank debt.<br />

SAFT - <strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2011</strong> / 163

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