notes to the <strong>EDP</strong> consolidated - Energias de Portugal, and company S.A. financial statementsfor the years ended 31 december 2012 and 2011Notes to the Consolidated and Company Financial Statementsfor the years ended 31 December 2012 and 2011Licenses equivalent to total emissions during the civil year are returned to the regulatory entity of each country by the end of the fourth month of the subsequent year(see notes 18, 24 and 39).The movements in the portfolio of CO 2 licenses held for trading and classified as inventories are analysed as follows:GroupCO 2 (Ton) Dec 2011 Dec 2010CO 2 licenses held for trading on 1 January 116,920 3,931,328Licenses acquired in the market 5,196,229 7,129,846Emission licenses transferred to the trading portfolio 693,289 3,087,262Licenses sold -5,443,141 -14,031,516CO 2 licenses held for trading on 31 December 563,297 116,920CO 2 Licenses for trading on 31 December (in thousands of Euros) 103 807Purchases and sales of licenses are booked based on the listed price on the transaction date. Emission licenses transferred to the trading portfolios are classified asInventories (see note 24), in accordance with Accounting policy - note 2 I).Fair value corresponds to the spot price (closing price) at the end of December in each year.49. RELEVANTS OR SUBSEQUENT EVENTS<strong>EDP</strong>R agrees with CTG on the first investment in minority stakes in wind farmsOn 20 December 2012, <strong>EDP</strong> Renováveis S.A. (“<strong>EDP</strong>R”), 77.5% controlled by <strong>EDP</strong>, entered into an agreement with China Three Gorges International (Hong Kong)Company Limited (“CTGI HK”), a fully owned subsidiary of China Three Gorges (“CTG”), to sell a 49% equity shareholding and 25% of the outstanding shareholdersloans in <strong>EDP</strong> Renováveis Portugal, S.A. (“<strong>EDP</strong>R PT”) for a total consideration of 359 millions of Euros.The transaction is subject to customary regulatory approvals with closing expected to occur by the first half of 2013.The transaction scope covers 615 MW in operation in Portugal, with an average age of 6 years, as well as 29 MW ready-to-build, remunerated under a feed-in-tariffregime in accordance to Decree-Law 33-A/2005, article 4. This operation corresponds to a non-controlling interests sale, without loss of control, in 2013 accordingwith the accounting policy 2 b).This transaction was agreed in the context of the <strong>EDP</strong>/CTG strategic partnership established in December 2011 and that entered into force on May 2012.Capital Research and Management Company notifies qualified shareholding in <strong>EDP</strong>On 24 January 2013, Capital Research and Management Company notified <strong>EDP</strong> that, in accordance with article 20 of the Portuguese Securities Code, it holds aqualifying shareholding of 73,625,043 ordinary shares of <strong>EDP</strong>, which corresponds to 2.0135% of <strong>EDP</strong>’s share capital and 2.0135% of the respective voting rights.<strong>EDP</strong> signed credit facility of 1,600 millions of EurosOn 31 January 2013, <strong>EDP</strong> – Energias de Portugal, S.A. has signed a five-year term loan facility in the amount of 1,600 millions of Euros with a group of 16 domestic andinternational banks.The new facility will be used during 2013 to refinance two existing and fully draw loans: (i) a Revolving Credit Facility (“RCF”) of 925 millions of Euros signed in 2008 andmaturing in April 2013, which will be early prepaid and cancelled and (ii) a RCF of 1,100 millions of Euros signed in 2006, to be repaid at maturity in November 2013.The 5 year tenor of the new facility, with a 50% amortisation in the 4th anniversary, aims to extend the average life of <strong>EDP</strong>’s debt and reinforce financial flexibility. Forthe current rating level the facility bears an interest rate of Euribor plus 4%.The new facility was self-arranged as a Club Deal and received the support of a strong group of domestic and international banks. “Mandated Lead Arrangers” areBanco Bilbao Vizcaya Argentaria, S.A., Banco BPI, BNP Paribas, Citi, HSBC Bank plc Sucursal en España, ICBC, ING Commercial Banking, J.P. Morgan, Société GénéraleCorporate & Investment Banking, The Royal Bank of Scotland plc, Caixa – Banco de Investimento, S.A., Deutsche Bank Luxembourg S.A., The Bank of Tokyo-MitsubishiUFJ, Ltd, Banco Espirito Santo, Caja de Ahorros y Pensiones de Barcelona "la Caixa", Santander Global Banking & Markets. BNP Paribas acts as a Facility Agent.Spanish Government publishes Royal Decree-Law with regulatory modifications for the electricity sectorOn 4 February 2013, the Spanish Government published in the Official State Gazette the Royal Decree-Law 2/2013 (“RDL 2/2013”) that encompasses a set of regulatorymodifications applicable to the Spanish electricity sector and affecting the wind energy assets.The main regulatory modifications that the RDL 2/2013 envisages vis-à-vis the Royal Decree 661/2007 with an impact on <strong>EDP</strong> Renováveis S.A. (“<strong>EDP</strong>R”) effective from 1January 2013, are as follows:All the energy production facilities operating under the special regime will be remunerated according with the current feed-in tariff schemes for the remaininguseful life of the asset;The operators of the facilities under the special regime currently operating under the market option have the option to select, until 15 February 2013 and for theremaining useful life of the asset, a remuneration based on the electricity wholesale market price without the renewable energy premium, the cap or the floor;The index used to annually update all the regulated activities in the electricity sector will be the annual inflation excluding energy products and food prices, andany impact of tax changes.<strong>EDP</strong> - <strong>Annual</strong> <strong>Report</strong> 2012247
notes to the consolidated <strong>EDP</strong> and - Energias company de Portugal, financial S.A. statementsfor the years Notes to ended the Consolidated 31 december and Company 2012 Financial and Statements 2011for the years ended 31 December 2012 and 2011Approval of the "The American Taxpayer Relief Act"On 1 January 2013, the US Congress approved "The American Taxpayer Relief Act" that include an extension of the Production Tax Credit (PTC) for wind, including thepossibility of a 30% Investment Tax Credit (ITC) instead of the PTC. Congress set a new expiration date of 31 December 2013 and changed the qualification criteria(projects can now qualify as long as they are under construction by year-end 2013). The legislation also includes a depreciation bonus on new equipment placed inservice which allows depreciation of a higher percentage of the cost of the project (less 50% of the ITC) in the year that it is placed in service. This bonus depreciationwas 100% in 2011 and 50% for 2012.Conclusion of sale of gas transmission bussiness in SpainOn 15 February 2013, following CMVM´s request, the information released to the market on 20 July 2012 and the obtention of the required authorizations by theregulatory and antitrust authorities, <strong>EDP</strong>, through its gas sector subsidiary in Spain, Naturgas Energía Grupo,S.A. (“Naturgas”) has completed today the sale of the gastransmission business owned by <strong>EDP</strong> Group in Spain, to Enagás, S.A. (“Enagás”), the Spanish gas transmission system operator.As a result of the sale of the gas transmission assets of Naturgas, Enagás and the Basque Government, through EVE, will own 90% and 10%, respectively.The agreed transaction price represents an enterprise value of 258 millions of Euros (245 millions of Euros paid by Enagás for 90% of the shares and the entire intra--group debt). The expected consolidated capital gain will be accounted in the fisrt quarter of 2013.Decreases on qualified shareholdingOn 21 February 2013, Parpública – Participações Públicas (SGPS) S.A. (“Parpública”) notified <strong>EDP</strong> that, on 19 February 2013, it has sold 151,517,000 shares, whichcorrespond to 4,14% of <strong>EDP</strong> share capital.The decrease of the participation resulted from a private offer via an “acelerated bookbuilding” process, in which Caixa – Banco Investimento, S.A. and MorganStanley & Co. International plc acted as Joint Bookrunners and its corresponding settlement was held on the regulated market “Eurolist by NYSE Euronext Lisbon”.As a result of this transaction, Parpública decreased its qualifying holding from 4.14% to 0% of <strong>EDP</strong> share capital.Change in the CMEC fixed portionFollowing the measures announced by the Portuguese government to reduce costs associated with energy production, Decree-Law 32/2013 of 26 February providesforesees the reduction of charges that are part of the compensation granted to electricity producers for the early termination of Power Purchase Agreements, allowingthe modification of the calculation of the annuity rate corresponding to the portion of the CMEC fixed costs, and consequently result in a cost savings to the NationalElectricity System. Law 85-A/2013 of 27 February fixes the nominal rate applicable to the fixed portion of CMEC in 4.72% in the period from 1 January 2013 to 31December 2027.50. RECENT ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUEDThe new standards and interpretations that have been issued and are already effective and that the Group has applied on its consolidated financial statements arethe following:IFRS 7 (Amendment) - Financial instruments: Disclosures for transfer transactions of financial assetsThe International Accounting Standards Board (IASB), issued in October 2010, amendments to IFRS 7 – Financial Instruments: Disclosures for transfer transactions offinancial assets, with effective date of mandatory application of 1 July 2011.The amendment to IFRS 7, clarifies the disclosures required to all financial assets that are not derecognised and for any continuing involvement in a transferred asset,existing at the reporting date, irrespective of when the related transfer transaction ocurred.An entity transfers all or part of a financial asset, if, and only if, it either:- transfers the contractual rights to receive the cash flows of that financial asset ; or- retains the contractual rights to receivethe cash flow of that financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients in anarrangement.The entity shall disclose at each reporting date for each class of tranferred financial assets that are not derecognised in their entirety: (i) the nature of transferredassets; (ii) the nature of the risks and rewards between the transferred assets and associated liabilities.For transferred financial assets that are derecognised in their entirety the disclosures includes: (i) the carrying amount of the assets and liabilities that are recognised inthe entity's statement of financial position and represent the entity's continuing involvement in the derecognised financial assets , and the line items in which thecarrying amount of those assets and liabilities are recognised; (ii) the fair value of the assets and liabilities that represent the entity's continuing involvement in thederecognised financial assets; (iii) the amount that best represents the entity's maximum exposure to loss from its continuing involvement in the derecognised financialassets, and information showing how the maximum exposure to loss is determined; and (iv) the undiscounted cash outflows that would or may be required torepurchase derecognised financial assets or other amounts payable to the transference in respect of the transferred assets, indicating the remaining contractualmaturities depending on the company's continuing involvement.248A World Full Of Energy
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