Report 2010 - Italcementi Group

2010 Annual Report
Presentazione 6
Consolidated Annual Report Directors’ report 27
Corporate Governance Consolidated financial statements Financial statements 68
Italcementi S.p.A. financial statements Notes 73
Annexes 142
Report of the Independent Auditors 151
Main intercompany borrowings and lines of credit at Italcementi S.p.A.
m) In the first half of 2010, in connection with the debenture issued by Italcementi Finance S.A., Italcementi
S.p.A. obtained from Italcementi Finance S.A. two ten-year intercompany loans, one at a fixed rate, one at a
floating rate, for an aggregate amount of 210 million euro;
n) during the first half of 2010, Italcementi S.p.A. contributed funding for the Ciments Français S.A. repurchase
offer on the US Private Placement notes, granting Ciments Français S.A. a 100 million euro 5-year
intercompany loan at a floating rate;
o) in the third quarter of 2010, in connection with the syndicated line of credit granted to Italcementi Finance
S.A., Italcementi S.p.A. obtained from Italcementi Finance S.A. a 220 million euro five-year renewable line of
credit. No drawings had been made on the facility at December 31, 2010.
Ciments Français S.A. and its subsidiaries
p) On November 30, 2010, Zuari Cement Ltd. renegotiated a 4.2 billion rupee amortizable syndicated line of
credit arranged in June 2008, negotiating bilateral lines of credit with an international pool of banks for a total
amount of 5.1 billion Indian rupees, amortizable in five years. It also arranged a bilateral line of credit
amortizable in five years for 20 million US dollars (approximately 900 million rupees). Drawings of 4.2 billion
Indian rupees, equivalent to 70.3 million euro, had been made on these facilities at December 31, 2010;
q) on July 9, 2008, in connection with the Ait Baha industrial project, the subsidiary Ciment du Maroc arranged
a 5-year 2 billion dirham amortizable syndicated line of credit. The bank pool was formed by local and
international banks. Drawings on the facility at December 31, 2010, totaled 1,210 million dirham, equivalent to
108.2 million euro;
r) on December 27, 2005, a 158 million euro 6-year syndicated loan was arranged. The borrowing consists of a
114 million euro floating-rate tranche and a 44 million euro fixed rate tranche, repayable on maturity;
s) Ciments Français S.A. covers its long-term financial requirements largely through Italcementi Finance S.A.,
the company that coordinates and implements programs to provide funding for the entire Italcementi Group.
Consequently, it has not renewed the EMTN program reference material since July 17, 2008. The maximum
amount authorized under this program is 1,500 million euro. At December 31, 2010, notes issued under the
program totaled 515.0 million euro, including 500 million euro issued on March 21, 2007, assisted by ABN
Amro, Natixis and The Royal Bank of Scotland, at a fixed rate of 4.75% with a 10-year maturity;
t) on February 24, 2010, Ciments Français S.A. launched an offer for holders of its 2002 and 2006 US private
placements to repurchase any and all outstanding notes. It also reached an agreement with the note holders
permitting it to borrow funds from the parent company Italcementi S.p.A. and from subsidiaries of the parent
company. On April 7, 2010, the offer obtained an uptake for a nominal amount of 183.5 million US dollars out
of a total 200 million US dollars of notes issued in 2002, and for a nominal amount of 300 million US dollars out
of a total of 300 million US dollars of notes issued in 2006. Ciments Français S.A. repurchased all the
securities at a price of 1,065 US dollars for each note with a nominal value of 1,000 US dollars, in addition to
accrued interest; the repurchase generated a total net charge of 22.2 million euro. The amount was paid on
April 14, 2010. The remaining securities for 16.5 million US dollars relate to the ten-year issue of November 15,
2002, at a fixed rate of 5.63%. They continue to be regulated by the issue contracts and related supplementary
agreements.
Main intercompany borrowings and lines of credit at Ciments Français S.A.
u) In the first half of 2010, Ciments Français S.A. financed the repurchase of the US private placements and
reimbursement of a portion of the short-term borrowings with a five-year intercompany loan at a floating rate
granted by Italcementi S.p.A. for an amount of 100 million euro and a ten-year intercompany loan at a floating
rate granted by Italcementi Finance S.A. for an amount of 540 million euro;
115
www.italcementigroup.com