Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 06 : 3776 Section 06FINANCIAL REVIEWThe following discussion and analysis should be read together with the consolidated financialstatements of <strong>NIG</strong> included elsewhere in this Base <strong>Prospectus</strong>. References in this section to2006, 2005 and 2004 are to the 12 month periods ending on 31 December in each year.<strong>NIG</strong> is a holding company engaged in a range of businesses including: the building materials,specialist engineering, petrochemicals, financial services, utilities and oil and gas services sectors.<strong>NIG</strong> also holds certain strategic and financial investments.<strong>NIG</strong>’s revenues are principally derived from (i) realised gains made on the sale of investments(including investments in associated companies) and unrealised gains through marking to markettrading investments and (ii) its dividend income from investments.Key Factors affecting ProfitIncome from Investments<strong>NIG</strong>’s investment securities are categorised for accounting purposes as investments at fair valuethrough the statement of income (FVTPL) and as available for sale investments. FVTPLinvestments include trading investments which are investments acquired principally with a viewto short-term sale. FVTPL investments are recorded at fair value on acquisition, excludingtransaction costs. In addition, unsold FVTPL financial assets are re-valued at fair value at eachaccounting end date with the unrealised gains or losses so arising also being recorded through theincome statement.Available for sale investments are recorded at fair value on acquisition, plus transaction costs thatare directly attributable to the acquisition. Available for sale investments are re-valued at fair valueexcept for those investments for which fair value cannot be reliably measured, which aremeasured at cost less impairment. Unrealised gains or losses are recognised in the statement ofincome on the sale or impairment of the relevant asset. Changes in the fair value of available forsale investments are recognised in equity.<strong>NIG</strong>’s results during the period under review have been significantly impacted by gains made inrelation to certain investments. In particular, in 2006, <strong>NIG</strong> sold 28 per cent. of its 100 per cent.owned subsidiary Ikarus Industrial Petroleum Company SAK, for a consideration of KD 64.140million resulting in a profit of KD 34.258 million. In the same year, <strong>NIG</strong> also sold 9 per cent. out ofits 80 per cent. owned subsidiary Denham Investment Ltd. for a consideration of KD 17.487 millionresulting in a profit of KD14.264 million. <strong>NIG</strong> also realised a profit of KD 21.083 million in 2006 onthe sale of its shares in its subsidiary National Industries Company for Building Materials SAK,which represents the difference between the book value amounting to KD 18.494 million and thefair value amounting to KD 39.577 million of the distributed shares. This distribution diluted <strong>NIG</strong>’sholding in the subsidiary from 74 per cent. to 51 per cent. Finally, in 2006, <strong>NIG</strong> sold its 100 percent. owned subsidiary Bunyan Al Mashrik Co. KSCC for a consideration of KD 7.387 millionresulting in no profit or loss in the consolidated statement of income.In 2005, <strong>NIG</strong> disposed of Newage Transmission Limited, a wholly owned subsidiary located in theUnited Kingdom, for a cash consideration of KD 532 thousand resulting in a net loss of KD 1.264million. In the same year, <strong>NIG</strong> also disposed of Blanson, the trading division of BI Plastic, and <strong>NIG</strong>’s50 per cent. interest in Perry Barromedical Inc. for a net combined cash consideration of KD 1.117million resulting in a net loss of KD 213 thousand. Finally, <strong>NIG</strong> disposed of a 1 per cent. stake inits 52 per cent. owned subsidiary Noor Financial Investment Company KSC for a consideration ofKD 564 thousand which resulted in a profit of KD 24 thousand.In 2004, <strong>NIG</strong> disposed of a 75 per cent. stake in its wholly owned subsidiary Rotalac PlasticLimited for a deferred cash consideration of KD 322 thousand which resulted in a net loss (beforeany goodwill write-off) of KD 78 thousand. The remaining 25 per cent. was transferred to available60
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 06 : 3776 Section 06for sale investments as the Group no longer had significant influence. Further, <strong>NIG</strong> also disposedof 66.5 per cent. of its stake in its 97.5 per cent. owned subsidiary, Kuwait Privatization ProjectHolding Company for a net cash consideration of KD 14.346 million which resulted in a profit ofKD 275 thousand and the remaining 31 per cent. was transferred to investment in associates. Inthe same year <strong>NIG</strong> also disposed of a 0.8 per cent. stake in its 75 per cent. owned subsidiary,National Industries Company for Building Materials SAK for a net cash consideration of KD 780thousand which resulted in a profit of KD 542 thousand. Finally, <strong>NIG</strong> disposed of 47.65 per cent.stake in its wholly owned subsidiary Noor Financial Investment Company for a net cashconsideration of KD 15.943 million which resulted in a profit of KD 441 thousand.Share of profits in associates and joint venturesFor accounting purposes, associated companies are those companies over which <strong>NIG</strong> exercisessignificant influence but does not control the financial and operating decisions. In general,significant influence exists when <strong>NIG</strong> holds between 20 per cent. and 50 per cent. of the votingrights of the relevant company. The consolidated financial statements of <strong>NIG</strong> for 2004, 2005, and2006 include <strong>NIG</strong>’s share of the results and assets and liabilities of the associates using the equitymethod of accounting from the date of commencement of significant influence until the date suchinfluence effectively ceases.The following table sets out the share of associates’ assets and liabilities and revenue and profitfor each of the years ended 31 December 2006, 2005 and 2004.200611112200511112200411112(KD’000)Share of associates’ assets and liabilitiesAssets .................................................................................... 144,865 140,308 71,436Liabilities ................................................................................ 18,953 19,397 8,808Share of associates’ revenue and profitRevenue.................................................................................. 23,765 23,510 11,133Profit ...................................................................................... 9,522 15,193 5,152In 2006, investment in quoted associates with a carrying value of KD 77,587 thousand (comparedto KD 75,580 thousand in 2005 and KD 58,954 thousand in 2004) had a fair value of KD 152,215thousand (compared to KD 179,747 thousand in 2005 and KD 147,299 thousand in 2004).In 2005, <strong>NIG</strong> sold 4 per cent. of its stake in its 20 per cent. owned associate, Kuwait National RealEstate Investment and Services Company KSC, for a cash consideration of KD 4,131 thousandresulting in a profit of KD 2,302 thousand. In the same year <strong>NIG</strong> also disposed of 3 per cent. of its31 per cent. owned associate, Kuwait Privatization Project Holding Company, for a cashconsideration of KD 4,597 thousand resulting in a profit of KD 2,910 thousand. Finally, in 2005 <strong>NIG</strong>sold 35 per cent. of its investment in Mabanee Company SAK for a cash consideration of KD95,550 thousand, resulting in a profit of KD 70,286 thousand.In 2004, <strong>NIG</strong> sold 2 per cent. of its stake in its 22 per cent. owned associate Kuwait CementCompany for a cash consideration of KD 5,575 thousand which resulted in a net profit of KD 3,481thousand. In the same year <strong>NIG</strong> sold 1.6 per cent. of its stake in its 49 per cent. owned associateMabanee Company, for a cash consideration of KD 2,483 thousand which resulted in a net profitof KD 1,706 thousand.Statement of Income for 2006, 2005 and 2004Net Profits<strong>NIG</strong>’s net profit in 2006 amounted to KD 141.994 million compared to KD 198.554 million in 2005and KD 44.277 million in 2004.61
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