185000000 IT Holding Finance SA

More documents

Recommendations

Info

IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2004 Ferré Finance S.A. 7% Guaranteed Notes due 2005 At 31 December 2004, Euro 175 million in principal amount were outstanding (2003: Euro 200 million). The notes fall due on May 10, 2005 however, Euro 80,434 thousand nominal value were repurchased following the voluntary tender offer closed in January 2005 (see note 9). Interest accrues at a rate of 7% per annum and is payable in arrears on May 10 each year. The use of the proceeds of the issue of the 2012 senior notes deposited in the escrow account, (see note 11) is restricted to the repayment of these 2005 notes. The 2005 Note Trust Deed contains certain covenants pursuant to which: • the Issuer and the Company must ensure that the net borrowing ratio of the Company is no greater than certain thresholds, which vary over time; • the Issuer and the Company have agreed not to sell, lease or otherwise dispose of certain strategic and nonstrategic trademarks or other intellectual property rights of the Company or any asset related thereto, except for certain agreed exceptions; provided that the proceeds of such sale, lease or disposal are reinvested in the core business activities of the Company or used to pay amounts due and payable under the 2005 Notes or, if no such amounts are at that time due and payable, other debt within the Company; • the Issuer and the Company have agreed not to grant security or charge certain trademarks of the Company, unless such security or charge is granted in order to secure the permitted indebtedness only; and • the Issuer and the Company have agreed to deliver certain financial information and compliance certificates. IT Holding Finance S.A. Euro 150 million 9 7/8% Senior Notes due 2012 The notes were issued in October 2004 and fall due in November 2012 for a principal amount of Euro 150 million. Interest accrues at a rate of 9 7/8% per annum and is payable in arrears on May 15 and November 15 of each year beginning on May 15, 2005. Up to 35% of the aggregate principal amount of the notes may be redeemed prior to November 15 2007, with the net proceeds from certain equity offerings. In addition, any time after May 15, 2006, the notes may be redeemed, all or in part, by paying a “make-whole” premium. The Notes are guaranteed on a senior basis by the Company and each of the subsidiaries ITTIERRE S.p.A., ITC S.p.A. and MALO S.p.A. and rank equally with any of the guarantors’ existing and future unsubordinated obligations and senior to any subordinated indebtedness. Upon the satisfaction and discharge of the 2005 Notes, the guarantees provided by the Company and ITTIERRE S.p.A. will be secured on an equal and ratable basis with all obligations of the Company under the Euro 85 million loan agreement, by a first priority pledge of the equity interests in GIANFRANCO FERRÉ S.p.A., MALO S.p.A. and ITTIERRE S.p.A.. If the Company experiences a "Change of Control", holders of the Notes will have the right to require the Issuer to repurchase the Notes at a purchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to the date of the purchase. The indenture governing the Notes, among other things, limits the ability of the Company and certain subsidiaries, subject to certain limitations, exceptions and qualifications, to: • make certain payments, including dividends or other distributions; • incur or guarantee additional debt and issue preferred stock; • make certain investments or acquisitions and participate in joint ventures; • prepay or redeem subordinated debt or equity; • engage in certain transactions with affiliates; • consolidate or merge with or into other companies; • sell all or substantially all of our assets or those of our subsidiaries; • issue or sell share capital of certain subsidiaries; • create or incur certain liens or enter into sale and leaseback transactions; and • enter into unrelated businesses. F- 35
IT HOLDING S.p.A. Notes to the consolidated financial statements for the year ended December 31, 2004 Securitization Factoring includes the liability arising upon the transfer of trade receivables under the securitization programme described in the significant accounting policies section. These receivables have not been derecognized (see note 12) and therefore a liability corresponding to the consideration received for the assignment of receivables has been recognized. (21) Trade payables and accrued expenses Trade payables and accrued expenses can be analyzed as follows: (In thousands of Euros) 12/31/2004 12/31/2003 - Suppliers 68,381 89,058 - Subcontractors 70,450 42,929 - Agents 10,317 14,247 - Consultants 54,018 47,952 - Licensors 7,225 1,273 - Advance payments 6,941 3,540 - Due to factors 10,916 25,184 - Accrued royalties 12,295 10,210 Total 240,543 F- 36 234,393 Amounts due to factors are amounts due to factoring companies to which Group suppliers have sold their receivables due from the Group. In the prior year financial statements trade payables at December 31, 2003 were stated as Euro 198,999 thousand. In the current year financial statements trade payables at December 31,2003 amount to Euro 234,393 thousand. The difference of Euro 35,394 thousand is due to accrued royalties (amounting to Euro 10,210 thousand) and payables due to factors (amounting to Euro 25,184 thousand) being classified as trade payables whereas they were previously classified as other current liabilities. (22) Tax liabilities and income tax payable Tax liabilities and income tax payable can be analyzed as follows: (In thousands of Euros) 12/31/2004 12/31/2003 Direct Taxes 4,073 1,078 Indirect Taxes 1,153 371 Withholdings to be paid 1,736 1,708 Other taxes - 690 Total 6,962 3,847 Direct taxes include payable for current taxes net of advance payments and tax receivables which can be used to offset amount due.
Page 1 and 2:
CONFIDENTIAL Rule 144A Global Note
Page 3 and 4:
Definitions In this annual report:
Page 5 and 6:
• risks related to our principal
Page 7 and 8:
Our Strategic Refocusing Program Du
Page 9 and 10:
manufacturing of our products to th
Page 11 and 12:
income tax on a consolidated basis
Page 13 and 14:
(3) Net working capital is defined
Page 15 and 16:
We must anticipate trends and respo
Page 17 and 18:
We are subject to significant restr
Page 19 and 20:
event of a foreclosure on the secur
Page 21 and 22:
• avoid or invalidate all or a po
Page 23 and 24:
a maximum of two years); (ii) a pro
Page 25 and 26:
• pursuant to article 445 of the
Page 27 and 28:
Our Company DESCRIPTION OF BUSINESS
Page 29 and 30:
Versus is a medium-priced fashion b
Page 31 and 32:
in print (fashion magazines and new
Page 33 and 34:
We maintain a close working relatio
Page 35 and 36:
Licensor and Brands Gianni Versace
Page 37 and 38:
Legal proceedings Ordinary Course L
Page 39 and 40:
OPERATING AND FINANCIAL REVIEW AND
Page 41 and 42: each year, when payments to our sup
Page 43 and 44: Income taxes In 2004, we incurred a
Page 45 and 46: Facilities and bank overdraft facil
Page 47 and 48: • €150.0 million principal amou
Page 49 and 50: Contractual obligations The followi
Page 51 and 52: An impairment loss in respect of go
Page 53 and 54: Salvatore Vicari has been a directo
Page 55 and 56: PRINCIPAL SHAREHOLDERS The table be
Page 57 and 58: invoiced to us by Pavia e Ansaldo -
Page 59 and 60: The Board of Directors IT Holding S
Page 61 and 62: REPORT OF THE AUDITORS The Board of
Page 63 and 64: IT HOLDING S.p.A. CONSOLIDATED BALA
Page 65 and 66: Acquisition of Subsidiary During 20
Page 67 and 68: IT HOLDING S.P.A. NOTES TO THE CONS
Page 69 and 70: IT HOLDING S.p.A. Notes to the cons
Page 91: IT HOLDING S.p.A. Notes to the cons
Page 143 and 144:
IT HOLDING S.p.A. Notes to the cons
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
Page 187 and 188:
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
show all

185000000 IT Holding Finance SA

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?