ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft
ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft
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