Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
16. SHAREHOLDERS’ EQUITY 16.1 Subscribed share capital Share capital at 31 December 2012 was represented by 246,617,430 bearer shares at a par value of €2 each. All these shares are entitled to identical voting and economic rights and are traded on the Continuous Market of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges. According to the latest notifications received by the Parent Company and the notices given to the National Securities Market Commission before the end of every financial year, the most significant shareholdings at 31 December were as follows: At year-end 2012 and 2011, the members of the Board of Directors were the holders or stable proxies of shareholdings representing approximately 73.49% and 68.35% of the share capital, respectively. The main aims of NH Hoteles Group capital management are to ensure short and long-term financial stability, the positive evolution of NH Hoteles, S.A. share price, and suitable funding for investments while maintaining the level of indebtedness. All the above is aimed towards ensuring that the Group maintains its financial strength and the strength of its financial ratios, enabling it to maintain its businesses and maximise value for its shareholders. 2012 2011 Grupo Inversor Hesperia, S.A. 25.09% 25.09% Banco Financiero y de Ahorros, S.A. 15.75% 15.75% Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja - 5.04% Ibercaja Banco, S.A. 5.04% - Hoteles Participados, S.L. 5.43% 5.43% CK Corporación Kutxa, S.L. 6.25% 6.25% Pontegadea Inversiones, S.L. 5.07% 5.07% Intesa Sanpaolo, S.p.A. 5.65% 5.65% Shares allocated to Employee Remuneration Schemes 0.84% 0.88% Shares owned by NH employees 0.60% 0.63% In recent years, the Group’s strategy has not varied, maintaining a financial leverage ratio of 0.98x. The leverage ratios at 31 December 2012 and 2011 were as follows: € Thousand 2012 2011 Debts with lenders (*) (Note 17) 1,035,859 1,057,045 Gross debt 1,035,859 1,057,045 Negotiable financial assets - - Cash and cash equivalents (Note 15) 56,295 91,143 Liquid assets 56,295 91,143 Total Net Debt 979,564 965,902 Total Shareholders’ Equity 999,833 1,343,797 Financial leverage 0.98 0.72 (*) Short and long-term debts with credit institutions, excluding arrangement expenses and accrued interest pending maturity. 16.2 Parent Company Reserves i) Legal reserve In accordance with the Revised Text of the Capital Companies Act, 10% of the net profit for each year must be allocated to the legal reserve until it reaches at least 20% of share capital. The legal reserve may be used to increase capital provided the remaining balance does not fall below 10% of the increased capital amount. With the exception of the aforementioned purpose, and when it does not exceed 20% of share capital, this reserve may only be used to offset losses, provided no other reserves are available for this purpose. ii) Share premium The Revised Text of the Capital Companies Act expressly allows the balance of this reserve to increase capital and lays down no restrictions on how it is used. 86 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
iii) Other non-available reserves Dividends may not be distributed until the goodwill item (excluding consolidation goodwill) booked in the individual financial statements of the companies included within the scope of consolidation of the Group has been fully written off, unless the amounts of available reserves are at least equal to the unamortised balances. Reserves totalling €11,590 thousand at 31 December 2012 (€11,914 thousand at 31 December 2011) could not be distributed, as this figure corresponds to the treasury share reserve. 16.3 Equity valuation adjustments Cash flow hedges This heading of the consolidated balance sheet reflects the net changes in the value of financial derivatives designated as cash flow hedging instruments (see Note 4.7.3). Movements in the balance of this item during 2012 and 2011 are shown below: € Thousand 2012 2011 Opening balance (376) (6,577) Withdrawals 376 6,201 Additions (5,690) - Ending balance (5,690) (376) A negative reserve of €5.314 million was booked in 2012 for equity adjustments connected with the cash flow hedging of interest rate swaps (IRS) and collars. The negative reserve for equity valuation adjustments refers to interest rate derivatives, effective at 31 December 2012, amounting to €5.690 million. In 2012, the Group signed interest-rate swap agreements for €316 million, equivalent to 100% of the A1 tranche of the syndicated loan of NH Finance, S.A. at an average rate of 1.02% (see Note 19). 16.4 Treasury shares At year-end, the Group held 1,937,517 shares in NH Hoteles, S.A. (2,056,429 shares at year-end 2011), which represented 0.79% of its share capital at a total cost of €11.590 million (€11.914 million at year-end 2011). 16.5 Minority interests The movements in this heading in 2012 and 2011 are summarised below: € Thousand 2012 2011 Opening balance 204,650 204,155 Capital increases/reductions - 1,295 Comprehensive profit (loss) attributed to minority interests (44,626) 2,887 Changes in percentage stakes (58) (124) Dividends paid to minority interests - (2,982) Other movements (1,057) (581) Ending balance 158,909 204,650 The “Capital increases” item in 2011 reflects the amounts contributed by minority interests to the capital increase of Grupo Hotelero Querétaro, S.A. de C.V. totalling €112,000 and Hotel Ciutat de Mataró, S.A., namely €600,000. The “Dividends paid to minority interests” item basically reflects the dividends paid out in 2011 to the following companies: NH Las Palmas, S.A. amounting to €264,000; City Hotel, S.A. amounting to €1,180,000; Hotelera Lancaster, S.A. amounting to €435,000; NH Marín, S.A., €880,000; and Coperama Servicios a la Hostelería, S.L., €223,000. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 87
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16. SHAREHOLDERS’ EQUITY<br />
16.1 Subscribed share capital<br />
Share capital at 31 December <strong>2012</strong> was represented by 246,617,430 bearer shares at a par value of €2 each.<br />
All these shares are entitled to identical voting and economic rights and are traded on the Continuous Market of the Madrid, Barcelona, Bilbao<br />
and Valencia Stock Exchanges.<br />
According to the latest notifications received by the Parent Company and the notices given to the National Securities Market Commission before<br />
the end of every financial year, the most significant shareholdings at 31 December were as follows:<br />
At year-end <strong>2012</strong> and 2011, the members of the Board of Directors were the holders or stable proxies of shareholdings representing approximately<br />
73.49% and 68.35% of the share capital, respectively.<br />
The main aims of NH Hoteles Group capital management are to ensure short and long-term financial stability, the positive evolution of NH<br />
Hoteles, S.A. share price, and suitable funding for investments while maintaining the level of indebtedness. All the above is aimed towards<br />
ensuring that the Group maintains its financial strength and the strength of its financial ratios, enabling it to maintain its businesses and maximise<br />
value for its shareholders.<br />
<strong>2012</strong> 2011<br />
Grupo Inversor Hesperia, S.A. 25.09% 25.09%<br />
Banco Financiero y de Ahorros, S.A. 15.75% 15.75%<br />
Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja - 5.04%<br />
Ibercaja Banco, S.A. 5.04% -<br />
Hoteles Participados, S.L. 5.43% 5.43%<br />
CK Corporación Kutxa, S.L. 6.25% 6.25%<br />
Pontegadea Inversiones, S.L. 5.07% 5.07%<br />
Intesa Sanpaolo, S.p.A. 5.65% 5.65%<br />
Shares allocated to Employee Remuneration Schemes 0.84% 0.88%<br />
Shares owned by NH employees 0.60% 0.63%<br />
In recent years, the Group’s strategy has not varied, maintaining a financial leverage ratio of 0.98x. The leverage ratios at 31 December <strong>2012</strong> and<br />
2011 were as follows:<br />
€ Thousand<br />
<strong>2012</strong> 2011<br />
Debts with lenders (*) (Note 17) 1,035,859 1,057,045<br />
Gross debt 1,035,859 1,057,045<br />
Negotiable financial assets - -<br />
Cash and cash equivalents (Note 15) 56,295 91,143<br />
Liquid assets 56,295 91,143<br />
Total Net Debt 979,564 965,902<br />
Total Shareholders’ Equity 999,833 1,343,797<br />
Financial leverage 0.98 0.72<br />
(*) Short and long-term debts with credit institutions, excluding arrangement expenses and accrued interest pending maturity.<br />
16.2 Parent Company Reserves<br />
i) Legal reserve<br />
In accordance with the Revised Text of the Capital Companies Act, 10% of the net profit for each year must be allocated to the legal reserve<br />
until it reaches at least 20% of share capital. The legal reserve may be used to increase capital provided the remaining balance does not fall<br />
below 10% of the increased capital amount. With the exception of the aforementioned purpose, and when it does not exceed 20% of share<br />
capital, this reserve may only be used to offset losses, provided no other reserves are available for this purpose.<br />
ii) Share premium<br />
The Revised Text of the Capital Companies Act expressly allows the balance of this reserve to increase capital and lays down no restrictions<br />
on how it is used.<br />
86 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
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