Complete Annual Report - Uralita

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The private bond placement was held in November 2004 among US institutional investors and comprised two tranches, a €104.8 million tranche maturing in 7 years and an €18.7 million tranche maturing in 10 years (euro equivalent of an exchange rate hedge). The placement was denominated in dollars and at US market fixed interest rates. Interest and exchange rate risk were hedged through appropriate instruments to create a floating coupon tied to the Euribor with a fixed exchange rate for the exchange of notional values at maturity. The exchange rate was set at 1.231%. The bonds were issued by consolidated subsidiary <strong>Uralita</strong> BV, headquartered in the Netherlands. The placement involves covenants usual in this type of financing, such as meeting certain financial and profitability targets. The Group’s Directors believe that the likelihood of meeting these targets is such that no significant change in the original conditions of the transaction is expected to occur. <strong>Uralita</strong>, S.A.'s 1955 issue of non-convertible bonds was for an original amount of €300 thousand, paying annual interest of 6.75%. The issue is secured by the Company’s assets and the amount outstanding at 2005 year-end matures in equal annual instalments through 2007. 13.2. Bank loans Balances of “Bank loans” at 31 December 2005 and 2004 are the following: Thousands of euros 31 December 2005 31 December 2004 DRAWN DOWN UNDRAWN LIMIT Long term Short term LIMIT Long term Short term Syndicated loan 170,000 - - 170,000 140,000 - Other loans and credit facilities 75,912 229 22,721 70,054 1,066 31,183 Un-matured discounted bills - - - - - 674 TOTAL 245,912 229 22,721 240,054 141,066 31,857 The syndicated loan (revolving credit line) was arranged in November 2004 with a number of leading Spanish and foreign credit entities through a 5-year €170 million credit line, of which €140 million had been drawn down at 31 December 2004. No drawdowns were made in 2005. This facility accrues a floating interest rate tied to Euribor. The terms of the syndicated loan involve the covenants usual in this type of financing, such as meeting certain financial and profitability targets. The Group’s Directors estimate that given the degree of compliance to date and the prospects of meeting these targets, no material changes are likely to be made to the original conditions of the transaction. 147
Other current loans and credit facilities pay interest rates indexed to the Euribor. All debts are guaranteed under the personal guarantee of the individual companies. The main loans and credit facilities are granted in euros. 14. Other financial liabilities “Trade payables” mainly include amounts owed on commercial purchases and related costs. The average payment period in the purchase of goods and services is approximately 86 days. 15.Deferred income The detail of the movement in this heading at 31 December 2005 and 2004 is the following: Thousands of euros Government grants Other deferred income TOTAL Balance at 1 January 2004 14,194 842 15,036 Increases 1,107 1,426 2,533 Recognition in income (2,887) (125) (3,012) Reclassifications and other (1,065) 571 (494) Balance at 31 December 2004 11,349 2,714 14,063 Change in consolidation scope (2,769) - (2,769) Increases 381 2,318 2,699 Recognition in income (1,669) (2,631) (4,300) Reclassifications and other 66 1,729 1,795 Balance at 31 December 2005 7,358 4,130 11,488 The main increases in 2005 relate to CO 2 emission rights received free by Group companies (see Note 4.20 for recognition of these rights). The amount of rights used and recognised in revenue in 2005 totals €1,166 thousand. 148
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Annual Report 2005 CORPORATE SPIRIT
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Uralita Group Mejía Lequerica, 10
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Letter from the Chairman Dear Share
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Uralita Group Overview of the Urali
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From left to right: Mr. Javier Eche
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Overview of the Uralita Group Urali
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In the late 1980s and the 1990s, Ur
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Main markets The Group embarked on
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The Uralita Group in 2005 ECONOMIC
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Macroeconomic indicators and constr
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Now that all the divestments are co
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As a consequence, the organisationa
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Respect for and continuous developm
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STRATEGIC PRIORITIES FOR 2006 Incre
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Uralita Group Management Report by
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Annual Report 2005 Uralita Group In
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BUSINESS PERFORMANCE IN 2005 Market
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Financial highlights Million euros
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Annual Report 2005 Uralita Group Gy
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Unlike the plasterboard market, the
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2005 Results In 2005 the Gypsum Bus
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Annual Report 2005 Uralita Group Ro
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Financial highlights Million euros
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Annual Report 2005 Uralita Group Pi
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MILESTONES FOR 2006 The main object
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The Uralita Group on the Stock Mark
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Annual highs, lows and closing pric
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Uralita Group Corporate Governance
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A. SHARE CAPITAL STRUCTURE A.1. Sha
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A.8. Own shares. During the year 20
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Resignations from the Board of Dire
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B.1.6. Directors who are also execu
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B.1.9. Remuneration of Senior Manag
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Both the aforementioned Committee a
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Number of meetings of the different
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B.1.31. Stakes held by members of t
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Nomination and Remuneration Committ
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C. RELATED PARTY TRANSACTIONS C.1.
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• To obtain the Risk Portfolio so
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In particular, the following measur
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E.12. Address and access to the cor
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The delegation of exclusive powers
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Recommendation 14. AGE OF DIRECTORS
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Uralita’s Board of Directors seek
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In application of the policies of t
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Page 103 and 104: 3. Responsibility for the Environme
Page 105 and 106: Uralita’s commitment to its share
Page 107 and 108: 5.3. Training 5.3.1. Human Resource
Page 109 and 110: 5.3.4. URSA invests in Human Resour
Page 111 and 112: ) 477 employees from the Group Corp
Page 113 and 114: 6.2. Third-party training The Urali
Page 116: Uralita Group Annual Financial Stat
Page 120 and 121: Translation of consolidated financi
Page 122 and 123: Translation of consolidated financi
Page 124 and 125: and Social Measures. Note 4 sets ou
Page 126 and 127: Equity at 31 December 2004 Attribut
Page 128 and 129: d. Changes in consolidation scope I
Page 130 and 131: 4. Main accounting principles The m
Page 132 and 133: Where the carrying amount exceeds t
Page 134 and 135: • Trade and other payables Trade
Page 136 and 137: Provisions for guarantees Provision
Page 138 and 139: 4.19. Consolidated cash flow statem
Page 140 and 141: • The business plans prepared are
Page 142 and 143: The movement in this heading in the
Page 144 and 145: The sale of cash-generating units r
Page 146 and 147: At 31 December 2005, the parent com
Page 148 and 149: Thousands of euros 2005 2004 Uralit
Page 152 and 153: 16. Guarantees As of 31 December 20
Page 154 and 155: Other operating expenses The detail
Page 156 and 157: • Pipes • Chemicals The busines
Page 158 and 159: Revenues Profit (loss) before taxes
Page 160 and 161: In 2004, as profit estimates by the
Page 162 and 163: 2004 Board of Nomination Audit TOTA
Page 164 and 165: APPENDIX 1 - Subsidiaries - 2005 By
Page 166 and 167: Results at the Gypsum Business show
Page 168: Mejía Lequerica, 10 28004 Madrid (
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Complete Annual Report - Uralita

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