Rolf Group International Financial Reporting ... - Irish Stock Exchange

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Financial services Rolf through its financial services division LLC ROLF Pronto brokers insurance policies and consumer loans for Rolf’s customers. Rolf has agreements with six retail banks and eight insurance companies through which customers may obtain car loans and insurance policies. Rolf takes no credit or underwriting risk, is not involved in any of the credit or underwriting decisions and generates fee income from the provision of such brokerage services. Strategy Rolf’s key strategic goal is to consolidate and strengthen its position as a leading diversified car retailer, distributor and services provider in Russia. Rolf aims to expand its retail dealership network in Moscow and St. Petersburg by opening 12 new showrooms by 2011 to take advantage of expected continued strong growth in the foreign branded car market in Russia. Six of these showrooms are currently under development. Rolf also plans to grow volumes in its distribution business in line with the anticipated growth of the market in Russia for foreign imported cars. Rolf plans to grow the logistics division through new contracts made with third party car distributors and by investing in the truck fleet. In addition, the company aims to capitalise on growth in the car spare parts, options and accessories distribution market as demand increases, and also to expand its financial services brokerage business (see ‘‘Business Description – Business Strategy’’). 10
OVERVIEW OF THE OFFERING Provisions of the Notes and the Guarantees Issuer l Colgrade Limited, a Cypriot company incorporated with limited liability under the laws of Cyprus, registered on 21 December 2004, registration certificate no. HE155490, at the following address: Julia House Building, 3 Themistocles Dervis Street, CY-1066 Nicosia, Cyprus. Telephone number + 00 357 22 555 000 The Guarantors l Limited Liability Company ‘‘S. Petrov’’, a company incorporated under the laws of the Russian Federation, registered on 2 July 2001, registration certificate no. 726.284, at the following address: 31/7 Altufievskoe Shosse, Moscow, 127410, Russian Federation. Telephone number +7 (495) 785 19 58 l Limited Liability Company ‘‘ROLF Estate St Petersburg’’, a company incorporated under the laws of the Russian Federation, registered on 11 February 2005, registration certificate no. 1057810067150, at the following address: 17/6 Vitebskii Prospekt, St. Petersburg, 196105, Russian Federation. Telephone number +7 (812) 320 00 10 l Limited Liability Company ‘‘ROLF Import’’ a company incorporated under the laws of the Russian Federation, registered on 12 November 2004, registration certificate no. 1047715058841, at the following address: 31/7 Altufievskoe Shosse, Moscow, 127410, Russian Federation. Telephone number +7 (495) 785 19 78 l Limited Liability Company ‘‘ROLF-VOSTOK’’, a company incorporated under the laws of the Russian Federation, registered on 18 July 2003, registration certificate no. 1037715056543, at the following address: 31/7 Altufievskoe Shosse, Moscow, 127410, Russian Federation. Telephone number +7 (495) 784 73 68 l Limited Liability Company ‘‘ROLF KHIMKI’’, a company l incorporated under the laws of the Russian Federation, registered on 29 March 2004, registration certificate no. 1045009553577, at the following address: Property 21, Leningradskoe Shosse, Khimki, Khimki District, Moscow Region, 141400, Russian Federation. Telephone number +7 (495) 788 48 88 Limited Liability Company ‘‘Carlain’’, a company incorporated under the laws of the Russian Federation, registered on 2 November 2000, registration certificate no. 125959, at the following address: 17/6 Vitebskii Prospekt, St. Petersburg, 196105 Russian Federation. Telephone number +7 (812) 320 00 10 l Limited Liability Company ‘‘ROLF-YUG Co., Ltd’’, a company incorporated under the laws of the Russian Federation, registered on 23 April 1998, registration certificate no. 059.242, at the following address: 27/1 Ulitsa Obrucheva, Moscow, 117630, Russian Federation. Telephone number +7 (495) 788 62 68 11
Page 1 and 2: U.S.$250,000,000 Colgrade Limited (
Page 3 and 4: IMPORTANT INFORMATION ABOUT THIS PR
Page 5 and 6: PRESENTATION OF FINANCIAL AND OTHER
Page 7 and 8: ENFORCEABILITY OF JUDGMENTS A signi
Page 9: OVERVIEW OF ROLF Summary Rolf is a
Page 13 and 14: l Limited Liability Company ‘‘R
Page 15 and 16: of whatever nature imposed, levied,
Page 17 and 18: RISK FACTORS An investment in the N
Page 19 and 20: Rolf faces the risk of product liab
Page 21 and 22: Risks Relating to Rolf’s Financia
Page 23 and 24: hostage-taking at a school in Besla
Page 25 and 26: the Currency Control Law and the re
Page 27 and 28: Underdevelopment of the Russian tax
Page 29 and 30: In certain circumstances, the Issue
Page 31 and 32: SELECTED CONSOLIDATED FINANCIAL INF
Page 33 and 34: Consolidated Cash Flow Data For the
Page 35 and 36: CAPITALISATION The following table
Page 37 and 38: For the year ended 31 December 2006
Page 39 and 40: wholesale prices for most of the mo
Page 41 and 42: The table below provides a breakdow
Page 43 and 44: U.S.$9,532 thousand for the year en
Page 45 and 46: For the year ended 31 December 2006
Page 47 and 48: Cash flows Operating cash flows bef
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Page 51 and 52: Established relationship with consu
Page 53 and 54: The following chart describes the G
Page 55 and 56: As at 31 December 2006, the Guarant
Page 57 and 58: The following table gives details o
Page 59 and 60: Insurance repairs As one of Russia
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Mitsubishi spare parts arrive in Ru
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Spare parts, options and accessorie
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liquidity to further its strategic
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MEMBERS OF THE SENIOR MANAGEMENT TE
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. Closed Joint Stock Company ‘‘
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TRANSACTIONS WITH RELATED PARTIES P
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shall be entitled to accept the leg
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case may be, than those which would
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equest by the Trustee, Officer’s
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(c) Redemption for tax reasons The
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9 Taxation All payments of principa
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under the Notes and the Guarantees,
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17 Notices Notices to the Noteholde
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acceptance credit facility; any amo
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(l) any Lien in respect of obligati
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SUMMARY OF PROVISIONS RELATING TO T
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SUBSCRIPTION AND SALE ABN AMRO Bank
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of only to persons outside Hong Kon
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Savings Directive Cyprus has enacte
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EU DIRECTIVE ON THE TAXATION OF SAV
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INDEX TO FINANCIAL STATEMENTS Conso
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Rolf Group International Financial
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Board of Directors and other office
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Rolf Group Consolidated Income Stat
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Rolf Group Consolidated Statement o
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Rolf Group Notes to the Consolidate
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