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

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Listing Application has been made to IFSRA, as competent authority under the Prospectus Directive for this Prospectus to be approved. Governing Law Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market The Notes will be governed by English law. Selling Restrictions United Kingdom, United States, the Russian Federation, Cyprus, Hong Kong, Singapore and Italy. See ‘‘Subscription and Sale’’ Security Codes ISIN: XS0307754654 Common Code: 030775465 16
RISK FACTORS An investment in the Notes involves a high degree of risk. Potential investors should carefully consider the following information about these risks, together with the information contained in this Prospectus, before deciding to buy Notes. If any of the following risks actually occur, the Group’s business, financial condition or results of operations and, accordingly, the ability to service payment obligations under the Notes could be adversely affected. In that case, the value of the Notes could decline and potential investors could lose all or part of their investment. The Group has described the risks and uncertainties that it believes are material, but these risks and uncertainties may not be the only ones faced. Additional risks and uncertainties, including those which the Group currently does not know or has deemed immaterial, may also result in decreased revenues, increased expenses or other events that could result in a decline in the value of the Notes. Risks related to Rolf’s business and the car trading industry Rolf’s business margins may be adversely affected by manufacturers’ worldwide financial performance and/or the decline of manufacturers’ businesses Rolf’s distribution and retail businesses are dependent upon distribution and retail contracts agreed with particular car manufacturers and their respective distributors. Russia is a smaller part of the worldwide car market in comparison with Europe, the USA and certain Asian economies. Therefore the business activities and policies of major international car manufacturers in Russia may be affected by their financial performance in other car markets around the world. Adverse changes in the financial performance of the car industry as a whole or any particular manufacturer may cause one or a number of manufacturers to withdraw certain car models from the Russian market, or to exit the market completely. There can be no assurances that the manufacturers of cars sold by Rolf will not choose this course of action in the event that their worldwide financial performance deteriorates, even if their sales in Russia through Rolf’s retail business continue to be profitable. Further, major international car manufacturers may decide to reduce the margins currently retained by distributors and dealers, thereby reducing Rolf’s distribution or retail margins. A reduction in the supply of foreign imported cars from, the withdrawal of particular models of, or a total exit from the Russian car market by, a major car manufacturer with whom Rolf has a distribution or, as the case may be, dealer contract, as well as a general increase in manufacturer’s prices could adversely affect Rolf’s business, operating results, financial condition and prospects. The car trade market in which Rolf operates may be affected by shortage in supply from manufacturers Rolf’s distribution and retail businesses are expanding and are expected to continue to expand in future. However, expansion of the distribution and retail business lines is dependent upon receiving an adequate supply of new imported foreign cars from major international car manufacturers. Demand in Russia for imported foreign cars is high, and currently outstrips supply. In addition, the Russian car market competes with other car markets in Europe, the USA and Asia for the supply of cars from manufacturers. The supply of new imported cars is, and may be in the future, limited by manufacturers’ marketing policies, their production abilities and logistics bottlenecks. Accordingly, the Russian car market is characterised by undercapacity, with lengthy waiting times for new cars. In addition, international car manufacturers’ production may be disrupted by industrial action carried out by their workforce, leading to delays in the production of new cars. There can be no assurances that the supply of new imported foreign cars will increase uninterrupted at a sufficient rate in order to keep pace with demand in Russia or that competing demand from other markets will not affect the supply from manufacturers to the Russian market. Rolf’s ability to grow its distribution and retail businesses in line with increased demand may therefore be restricted by this lack of supply capacity. Rolf may lose its exclusive distribution contract with Mitsubishi Motors Corporation Rolf has the exclusive distribution agreement with Mitsubishi Motors Corporation for Russia (see – ‘‘Business Description – Operations – Distribution’’). This agreement is due to expire in 2009. Whilst Rolf has had a commercial relationship with Mitsubishi Motors since 1991, there can be no assurances that Mitsubishi Motors Corporation will extend the exclusive distribution agreement with Rolf on the same or similar terms or that Mitsubishi Motors Corporation will not terminate this exclusivity agreement prior to 2009, leaving Rolf with part of, or no share in, future distribution arrangements. This may have a negative material effect on Rolf’s business, as it may be difficult to agree similar distribution agreements with any other foreign car manufacturers, many of whom use wholly owned subsidiaries rather than third parties to 17
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 and 10: OVERVIEW OF ROLF Summary Rolf is a
Page 11 and 12: OVERVIEW OF THE OFFERING Provisions
Page 13 and 14: l Limited Liability Company ‘‘R
Page 15: of whatever nature imposed, levied,
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
Page 49 and 50: isk, is not involved in any of the
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
Page 61 and 62: Mitsubishi spare parts arrive in Ru
Page 63 and 64: Spare parts, options and accessorie
Page 65 and 66: 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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F-7
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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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Rolf Group International Financial Reporting ... - Irish Stock Exchange

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