Annual report (20-F) - Ono

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22. Director’s shareholdings, positions, functions and activities In compliance with article 127 ter.4 of the Spanish Corporate Law as modified by Law 26/2003 dated July 17, 2003, aiming to improve the company’s transparency, the details of the different shareholdings owned, positions and functions held by the directors of the Group’s parent company in companies with the same, analog or complementary activity to the one carried out by the Group are set out below: Name Name Activity Leopoldo Calvo-Sotelo y Bustelo Richard Alden Eugenio Galdón Brugarolas Nicolás Villén Jiménez Raimon Lindgren Grupo Corporativo ONO, S.A. Grupo Corporativo ONO, S.A. Spanish Cable Holding, S.A. Grupo Corporativo ONO, S.A. Spanish Cable Holding, S.A. Grupo Multitel, S.A. Gestión de Programación Audiovisual, S.L. Cable Unión, S.L. Cable Telecommunications Cable Telecommunications Cable Telecommunications Cable Telecommunications % Participation — — Telecommunications holdings and advisory company — Telecommunications advisory company 3,49 Telecommunications advisory company Position Member of the board of directors Chief Executive Officer Chief Executive Officer Chairman Chairman Member of the board of directors Member of the board of directors 6,62 Telecommunications — advisory company 1,69 Multitel Holdings, S.L. Telecommunications Sole Administrator advisory company 100 Multitel Consulting, Telecommunications Sole Administrator S.A. advisory company 100 Val Telecommunications Member of the Telecomunicaciones, holdings company board of directors S.L. — Multitel, S.à.r.l. Holding Company 100 — Cableuropa, S.A.U. Cable Member of the Telecommunications board of directors Cableuropa, S.A.U — Cable Telecommunications — Member of the board of directors Mr. Leopoldo Calvo Sotelo and Mr. Nicolás Villén declare to have non significant shareholdings in quoted companies with the same, analog or complementary activity to the one carried out by the Group. The Directors not included on the table above have not declared to have any shareholding, position or function held in companies with the same, analog or complementary activity to the one carried out by the Group. 23. Auditors’ remuneration In compliance with the 44/2002 Law of Finance, disclosure is made of the remuneration of all of the companies integrated in the PricewaterhouseCoopers’ worldwide organization of which the amount for other audit services includes the remuneration with respect to the audit of financial statements filed with the SEC. All 2003 auditors’ remuneration has been approved by the Audit Committee of Grupo Corporativo ONO. F-33
Euro thousand 2004 2003 Audit services 183 196 Other audit services 405 154 588 350 24. Environmental matters The Group complies with the main applicable environmental legislation and has gradually put in place the necessary procedures to manage environmental risks and conduct the appropriate corrective measures to minimize the environmental impact of its operations. The Group has adopted the appropriate procedures in relation with the environment protection according to the applicable laws. During 2004, the Group has not performed any environmental investment nor incurred in expenses to protect the environment. Accordingly, the Group considers that there is no significant contingency or potential liability in relation to environmental matters in 2004, therefore no provision has been accrued in this respect. 25. Subsequent events a) New senior bank facility On February 9, 2005, Cableuropa, S.A.U. and Retecal Sociedad Operadora de Telecomunicaciones de Castilla y León, S.A.U. as borrowers and both companies and their subsidiaries as guarantors, entered into an agreement with a series of banks as arrangers of a senior bank facility to provide financing of up to euro1,250 million. The facility bears interest at Euribor plus a margin and its final maturity date is December 31, 2012. The facility is intended to fund the refinancing of the former senior bank facilities of Cableuropa, S.A.U. and Retecal Sociedad Operadora de Telecomunicaciones de Castilla y León, S.A.U., the refinancing of certain bank guarantees counterguaranteeing part of Group’s subsidized financing and to fund the network construction, capital expenditure and working capital requirements in accordance with the agreed business plan. b) Corporate reorganization On March 2 and 3, 2005 the project of the merger of Cableuropa, S.A.U. with the following companies was presented in the corresponding Mercantile Registers: Valencia de Cable, S.A.U., Mediterránea Norte Sistemas de Cable, S.A.U., Mediterránea Sur Sistemas de Cable, S.A.U., Retecal Sociedad Operadora de Telecomunicaciones de Castilla y León, S.A.U. and Retecal Interactiva, S.A.U. All these subsidiaries are, either directly or indirectly, 100% owned by Cableuropa S.A.U. Prior to this transaction, Cableuropa, S.A.U. previously agreed on March 11, 2005 an increase of the share capital, that was fully subscribed by Grupo Corporativo ONO, S.A. through the contribution of 100% of the shares of Retecal Sociedad Operadora de Telecomunicaciones de Castilla y León, S.A.U. which in turn is the sole shareholder of Retecal Interactiva, S.A.U. As of the date of preparation of these consolidated financial statements, Cableuropa, S.A.U. is the sole shareholder of both companies. F-34
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SECURITIES AND EXCHANGE COMMISSION
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“RGUs” are revenue generating u
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CONTENTS Clause Item 1. Identity of
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PART I Item 1. Identity of Director
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Reconciliation between EBITDA and n
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The table below shows the high and
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significant qualifications and exce
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• consolidate our brand in the ma
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operating and financial performance
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the products and services we offer
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• our ability to access the finan
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In March 2005, Cableuropa performed
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Our Strategy experience with cable
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We offer the following bundled serv
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Digital Television The introduction
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annual revenue of around €1 milli
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them are trained in our specific in
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• Andalucía Cluster. The Andaluc
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• Television line-up. Sogecable h
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In accordance with the General Law
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Telecommunications further requires
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Obligations According to the releva
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second telephony lines. The network
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Address Current Use Size (square me
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Address Current Use Size (square me
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The following are the key factors a
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The following table sets forth reve
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The following table sets forth cert
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total revenues to 28.6% for the yea
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Net Extraordinary Income/(Expense)
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needed before commercial launch of
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Net cash provided by financing acti
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A number of these contracts are sub
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All decisions regarding our busines
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Leopoldo Calvo-Sotelo became an ind
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Audit and Compliance Committee GCO
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E. Share Ownership Currently none o
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The shareholders’ agreement provi
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Dividend and Liquidation Rights Pay
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• the aggregate increases approve
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As security for the senior bank fac
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The Indentures also provide for eve
Page 85 and 86: par value shares and subject to adj
Page 87 and 88: Where interest has been paid under
Page 89 and 90: the avoidance of double taxation. H
Page 91 and 92: possible application of the passive
Page 93 and 94: a sale, exchange, retirement or dis
Page 95 and 96: The table below shows the variable
Page 97 and 98: Item 16C. Principal Accountant Fees
Page 99 and 100: No. 333-10976)). (Now superseded.)
Page 101 and 102: Form F-4 (File No. 333-109976)). 4.
Page 103 and 104: INDEX TO THE CONSOLIDATED FINANCIAL
Page 105 and 106: CABLEUROPA, S.A.U. AND SUBSIDIARIES
Page 107 and 108: CABLEUROPA, S.A.U. AND SUBSIDIARIES
Page 109 and 110: Other subsidiaries: Company Name He
Page 111 and 112: d) Foreign exchange rate options Fo
Page 113 and 114: Had the life of this debt not been
Page 115 and 116: 6. Start-up costs Euro thousand Bal
Page 117 and 118: ) Finance leases Computer hardware
Page 119 and 120: 9. Financial assets Euro thousand B
Page 121 and 122: The detail of short and long term d
Page 123 and 124: Cancellation in 2003 of MBCF relate
Page 125 and 126: (e) State Subsidies Starting in 200
Page 127 and 128: Options granted under the Phantom P
Page 129 and 130: (c) Reserves (accumulated losses) i
Page 131 and 132: (c) The movement in deferred tax as
Page 133 and 134: In 2004, 2003 and 2002, the Group
Page 135: Transactions Services received Serv
Page 139 and 140: Euro thousand 2004 2003 2002 Change
Page 141 and 142: Reconciliation of net profit / (los
Page 143 and 144: Management of the Group considered
Page 145 and 146: (n) Start-up costs. Under Spanish G
Page 147 and 148: Amortization expense related to int
Page 149: (h) Leases The group leases certain
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Annual report (20-F) - Ono

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