2012 Annual Report - Italcementi Group

2012 Annual Report
Presentation 4
General information 14
Annual Report Consolidated Annual Report Directors’ report 30
Sustainability disclosure Italcementi S.p.A. Annual Report Consolidated financial statements 63
Extraordinary session 351
Main intragroup relations:
k) In 2011, after finalization of a bilateral bank line of credit arranged by Italcementi Finance S.A., Italcementi
S.p.A. obtained from Italcementi Finance S.A. a 50 million euro five-year renewable line of credit. The line
was fully drawn at December 31, 2012;
l) In the first half of 2010, concomitantly with the Italcementi Finance S.A. bond issue, Italcementi S.p.A.
obtained two ten-year loans from Italcementi Finance S.A., one at a fixed rate and one at a floating rate, for
a total amount of 210 million euro;
m) During the first half of 2010, Italcementi S.p.A. took part in financing the repurchase offer on the Ciments
Français S.A. US Private Placements, granting Ciments Français S.A. a long-term 5-year floating-rate
intragroup loan for 100 million euro;
n) In the first half of 2010, Ciments Français S.A. financed the repurchase of the US Private Placements and
the reimbursement of part of the short-term loans with a five-year long-term floating-rate loan granted by
Italcementi S.p.A. for an amount of 100 million euro, reimbursed early in January 2013 with Ciments
Français surplus cash reserves, and with a ten-year long-term floating-rate loan granted by Italcementi
Finance S.A. for 540 million euro;
o) In the third quarter of 2010, concomitantly with the finalization of the Italcementi Finance S.A. syndicated
line of credit, Italcementi S.p.A. obtained from Italcementi Finance S.A. a five-year 220 million euro
renewable line of credit. No drawings had been made on the line at December 31, 2012;
p) In the third quarter of 2010, Ciments Français S.A. replaced the 700 million euro five-year syndicated line of
credit maturing in May 2012, with a 700 million euro five-year renewable line of credit granted by Italcementi
Finance S.A.. At December 31, 2012, no drawings had been made on the line;
All loans and lines of credit arranged between Ciments Français S.A., Italcementi S.p.A. and their subsidiaries
are at arm’s length conditions.
As a result of the Moody’s rating downgrade on December 15, 2011, the intercompany loans granted by
Italcementi Finance S.A. to Italcementi S.p.A. and Ciments Français S.A. for total amounts of, respectively,
210 million euro and 540 million euro, will be subject to the applicable interest-rate increase of 125 basis
points, in compliance with the step-up clause of the 750 million euro bond issued by Italcementi Finance. The
rating downgrade had no other direct consequences on the cost of Group financing.
Significant transactions after December 31, 2012
On January 31, 2013 Ciments Français used 100 million euro of cash to make early repayment of the 100
million euro loan granted by Italcementi S.p.A. in 2010.
On February 14, 2013 Italcementi Finance S.A. closed placement of a five-year fixed-rate bond issue for a
nominal amount of 350 million euro, under the Italcementi S.p.A./Italcementi Finance S.A. EMTN program.
The notes guaranteed by Italcementi S.p.A. pay a fixed annual coupon of 6.125% and will mature on February
21, 2018. The issue price was 99.477 with yield to maturity of 6.35% corresponding to a yield of 515.5 basis
points above the reference 5-year swap.
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