Download Complete PDF - Informe Anual 2012

More documents

Recommendations

Info

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
Page 1 and 2:
ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 3 and 4:
ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 5 and 6:
8. TANGIBLE FIXED ASSETS 80 9. REAL
Page 7 and 8:
INDEPENDENT AUDITORS’ REPORT ON C
Page 9 and 10:
The consolidation of the Spanish ho
Page 11 and 12:
Benelux is different, given that it
Page 13 and 14:
OVERVIEW OF NH RISK POLICY NH’s o
Page 15 and 16:
EVOLUTION NH HOTELES - IBEX DECEMBE
Page 17 and 18:
ANNUAL CORPORATE GOVERNANCE REPORT
Page 19 and 20:
In the event of any modification or
Page 21 and 22:
Total number of executive directors
Page 23 and 24:
Name or trade name of director Trad
Page 25 and 26:
B.1.13 Indicate, on an aggregate ba
Page 27 and 28:
The proposals to appoint directors
Page 29 and 30:
) When they are removed from the ex
Page 31 and 32:
B.1.30 State the number of meetings
Page 33 and 34:
MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
Page 35 and 36: EXECUTIVE OR DELEGATE COMMITTEE Nam
Page 37 and 38: ) Competencies The primary function
Page 39 and 40: C - RELATED-PARTY TRANSACTIONS C.1
Page 41 and 42: Mechanisms for resolving possible c
Page 43 and 44: Description of functions The Audit
Page 45 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
Page 49 and 50: a) The transformation of listed com
Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
Page 53 and 54: When the Board adopts significant o
Page 55 and 56: 45. Supervision of compliance with
Page 57 and 58: G - OTHER USEFUL INFORMATION If you
Page 59 and 60: 1.2 Existence of the following elem
Page 61 and 62: In order to ensure the reliability
Page 63 and 64: CONSOLIDATED BALANCE SHEETS AT 31 D
Page 65 and 66: CONSOLIDATED STATEMENTS OF CHANGES
Page 67 and 68: REPORT ON THE CONSOLIDATED FINANCIA
Page 69 and 70: The Directors have assessed the pot
Page 71 and 72: The fair value of Resco Sotogrande,
Page 73 and 74: Intangible assets with an indefinit
Page 75 and 76: 4.7.4 Equity instruments An equity
Page 77 and 78: year-end are likewise charged to th
Page 79 and 80: The basic hypotheses used to estima
Page 81 and 82: In Italy, the most significant addi
Page 83 and 84: 11. NON-CURRENT FINANCIAL INVESTMEN
Page 85: As a general rule, these receivable
Page 89 and 90: Mortgage guarantee loans, whether s
Page 91 and 92: On 26 October 2012, the Court of Ar
Page 93 and 94: 20. SHARE-BASED REMUNERATION SCHEME
Page 95 and 96: Provisions for pensions and similar
Page 97 and 98: Total Corporate Tax Income or Expen
Page 99 and 100: Year of origin Amount Offsetting De
Page 101 and 102: Contingent assets and liabilities T
Page 103 and 104: 27.3 Personnel expenses This item i
Page 105 and 106: 27.6 Financial expenses and changes
Page 107 and 108: FUNDING AGREEMENTS € Thousand 201
Page 109 and 110: 29.1 Information on main segments
Page 111 and 112: Holder Investee company Activity Nu
Page 113 and 114: After the capital increase, the sha
Page 115 and 116: Similarly, the owners’ associatio
Page 117 and 118: ANNEX I: SUBSIDIARIES Data on the C
Page 119 and 120: Investee company Registered address
Page 121 and 122: ANNUAL REPORT OF THE AUDIT COMMITTE
Page 124: websites OF INTEREST: ITP INTERNATI
show all

Download Complete PDF - Informe Anual 2012

Create successful ePaper yourself

Delete template?

Save as template?