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185000000 IT Holding Finance SA

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<strong>IT</strong> HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2002<br />

• A loan agreement was signed on April 10, 2003 with Sanpaolo IMI S.p.A., Efibanca S.p.A., and Banca Popolare<br />

di Milano S.c.a.r.l.. The loan amounts to Euro 85,000 thousand, matures on December 12, 2005, and is guaranteed<br />

by PA Investments.<br />

• On April 17, 2003, ALLISON S.p.A. signed a five-year license agreement with third parties for the production<br />

and distribution of Vivienne Westwood brand eyewear.<br />

• The shareholders of <strong>IT</strong>TIERRE S.p.A. and MALO S.p.A. held an extraordinary meeting on April 28, 2003 and<br />

resolved on the merger of MALO S.p.A. into <strong>IT</strong>TIERRE S.p.A. The company performed fashion advisory<br />

activities. M.A.C.—Manifatture Associate Cashmere S.p.A. will retain ownership of the MALO brand, as well as<br />

the related production activities.<br />

• In April, a restructuring program began on the production departments of ALLISON S.p.A.’s site in Volta<br />

Mantovana (MN), as well as on those of DESIL S.p.A. and BIEMME S.r.l., with the use of<br />

government-sponsored lay-off schemes.<br />

• During the same month, the shareholders of C.I.M.—Compagnia Italiana Maglierie S.r.l. (fully owned by<br />

M.A.C.—Manifatture Associate Cashmere S.p.A.) held an extraordinary meeting to resolve on the early winding<br />

up of the company. This is a small company which only performed certain processing activities for M.A.C.—<br />

Manifatture Associate Cashmere S.p.A.<br />

May 2003<br />

• On May 6, 2003, the shareholders of <strong>IT</strong> HOLDING S.p.A. resolved, inter alia, to renew the Board of Director’s<br />

authorization for a further 18 months (i.e. up to November 5, 2004) to buy and sell <strong>IT</strong> HOLDING S.p.A.’s<br />

treasury shares, also on more than one occasion, up to a maximum of 24,587,400 treasury shares, or 10% of total<br />

outstanding shares and, in any case, within the limits of the available reserves and, therefore, up to a maximum<br />

amount of Euro 40,500,000.<br />

• ALLISON S.p.A. transferred total ownership of BIEMME S.r.l. to third parties in June. ALLISON S.p.A. had<br />

previously increased its investment in the company from 66.66% to 100%.<br />

June 2003<br />

• Also in June, <strong>IT</strong>TIERRE S.p.A. signed a new license agreement with E.C. S.p.A., owned by Ennio and Carlo<br />

Capasa, for the Costume National brand. The agreement provides for the production and worldwide distribution<br />

of a new youth apparel and accessories collection from Fall—Winter 2004.<br />

• During the same month, <strong>IT</strong>TIERRE S.p.A. set up <strong>IT</strong>TIERRE ACCESSORIES S.p.A., based in Pettoranello di<br />

Molise (IS), to produce and sell accessories in leather and fabrics.<br />

GIANFRANCO FERRÉ S.p.A. launched the new GF Ferré youth collection also in June.<br />

• On June 26, 2003, ALLISON S.p.A. signed a five-year license agreement with third parties for the production and<br />

distribution of John Richmond brand eyewear.<br />

July 2003<br />

• On July 8, 2003, pursuant to Law no. 52/91, the <strong>IT</strong> HOLDING Group and the Milano branch of Crédit Lyonnais<br />

S.A., as arranger, signed a trade receivable securitization agreement. The agreement provides for a maximum<br />

amount of Euro 200.000 thousand, a five-year duration, and the factoring of trade receivables without recourse. It<br />

involves seven Group companies: <strong>IT</strong>TIERRE S.p.A., <strong>IT</strong>C S.p.A., M.A.C.—Manifatture Associate Cashmere<br />

S.p.A., ALLISON S.p.A., <strong>IT</strong>F S.p.A., <strong>IT</strong>TIERRE FRANCE S.A., and <strong>IT</strong>TIERRE MODEN GmbH as originators.<br />

The preliminary conditions for the finalization of the transaction included due diligence reviews of the<br />

administrative, <strong>IT</strong> and management procedures for the trade receivables of the Group companies involved. Crédit<br />

Lyonnais S.A. and Eurofactor S.A. performed the reviews, the latter as securitization agent. The receivables were<br />

judged to be compatible with the issue of commercial paper by a foreign multi-seller vehicle (LMA S.A.) with an<br />

F- 108

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