English version - Hexagon Composites ASA

More documents

Recommendations

Info

COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE The following table shows the Company’s projected capitalization as of the date of the Demerger. in NOK mill. 22 Jan. 2007 Share capital 16.9 Legal reserve - Other reserves 64.8 Total shareholders’ equity (A) 81.7 Current debt: Guaranteed - Secured 10 Total current debt: 10 Non-current debt: Guaranteed - Secured 90 Total non-current debt 90 Total indebtedness (B) 100 Total capitalization (A+B) 181.7 The table below shows a statement of the Company’s net indebtedness in the short term and the medium-long term as of the date of the Demerger. in NOK mill. 22 Jan. 2007 A. Cash 22 B. Cash equivalents 20 C. Trading securities - D. Liquidity (A+B+C) 42 E. Current financial receivable - F. Current bank debt G. Current portion of non current debt 10 H. Other current financial debt I. Current financial indebtedness (F + G + H) 10 J. Net Current Financial Indebtness (I-E-D) -32 K. Non-current bank loans 90 L. Bonds issued - M. Other non-current loans - N. Non-current financial indebtedness (K+L+M) 90 O. Net financial indebtedness (J+N) 58 7.6.2 Description of cash flow Comrod AS has over the recent years had a positive net cash flow after organic investments. The acquisitions in 2006 have been financed through internal loans from Hexagon Composites. Historically, postponement of scheduled projects has been the largest challenge for the liquidity in Comrod AS. The large movement in trade payables shown in the cash flow analysis (see section 7.3.3) in 2005 and reversal of this movement in 2006 is an example of this type of fluctuations. Lerc has had an independent financing situation with a factoring agreement that has provided the company with a sufficient cash flow buffer. Under this factoring agreement, Lerc can borrow on a short-term basis with its trade receivables as collateral. Cash flow forecasts show positive development in the cash balance for Comrod Communication for the year ahead. Historically, Comrod AS has had cash flow from operations ranging from MNOK 5.6 to MNOK 9.9 over the past three accounting years. In the same period organic investments have been on a lower level all years, ranging from MNOK 4.1 to MNOK 6.1. This shows a stable and robust development of a company self supplied with cash. The acquisitions of new entities in 2006 add new business units with established customer relationships 81
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE and for Lerc a stable cash flow. The cash flow from the acquired Power operations is more volatile as it depends on few projects and customers, however it constitutes only about 10% of the total activity, and as activity and customer base increases the volatility is likely to be reduced. 7.6.3 Debt structure Following the Demerger, the Company has obtained a long-term loan through DnB Nor Bank to refinance inter company loans to Hexagon, mainly related to the acquisition of Lerc SA, and to secure a sound working capital and financing of the Company’s operations. Long-term debt A secured long-term loan (5 years) of NOK 100 million or the equivalent in Euro is committed from DnB NOR. As a reserve NOK 10 mill will be available to the Company in the offer, but is not included in the cash flow projections above. Of the NOK 100 million a total of 10 million in installments are due for payment within the first year. Consequently these NOK 10 mill. are defined as a short-term part of long-term debt under IFRS. The total loan will be split in two and granted 50/50 between Comrod AS and Comrod Communication ASA. Short-term debt The Company will have free cash and cash equivalents of MNOK 22. This figure is dependent on cash movements from mid December to the time of listing. In this period the cash balance is expected to remain stable or increase. In addition, an overdraft facility of MNOK 20 from DnB NOR is committed to Comrod Communication ASA. This credit is secured in the same manner and with the same financial covenants as the long-term loan. 7.6.4 Restrictions on use of capital resources Financial covenants on the sum of long-term and short-term debt to DnB NOR are as follows: 1. The equity ratio, defined as book value of equity as a ratio of total assets shall be the minimum of: From To Equity ratio March 2007 June 2007 25% Sept. 2007 Dec. 2007 27.5% March 2008 30% Quarterly reporting and measurement. 2. Net Interest Bearing Debt/Earnings Before Interest, Tax, Amortisations and Depreciation (NIBD/EBITDA) shall not be larger than specified in the table below: From To NIBD/EBITDA March 2007 Dec. 2007 3,5 March 2008 Dec. 2008 3,25 March 2009 3,0 Quarterly reporting and measurement will be made against the average EBITDA for the last four quarters. 3. Should the Company sell assets amounting to more than 5% of the Company’s total balance, the proceeds shall in full be used for payment of the long-term loan. 82
Page 1 and 2:
Prospectus COMROD Comrod Communicat
Page 3 and 4:
COMROD COMMUNICATION ASA - LISTING
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
Page 11 and 12:
Page 13 and 14:
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32: COMROD COMMUNICATION ASA - LISTING
Page 81: COMROD COMMUNICATION ASA - LISTING
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
show all

English version - Hexagon Composites ASA

Create successful ePaper yourself

Delete template?

Save as template?