· listing prospectus not for distribution in the united states sarens finance company nv...
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LISTING PROSPECTUS NOT FOR DISTRIBUTION
IN THE UNITED STATES
SARENS FINANCE COMPANY NV
€125,000,000
5.125% Senior Notes due 2022
Guaranteed on a Subordinated basis by
Sarens Bestuur NV and Sarens NV
____________________________
Sarens Finance Company NV (the “Issuer”), a limited liability company incorporated under the laws of Belgium and a wholly-owned
subsidiary of Sarens Bestuur NV (the “Company”), is hereby offering (the “Offering”) €125.0 million aggregate principal amount of its 5.125% Senior Notes due 2022 (the “Notes”). The Issuer will pay interest on the Notes semi-annually in arrears on each February 5 and
August 5, commencing on August 5, 2015, and on the Maturity Date. The Notes will mature on February 5, 2022 (the “Maturity Date”).
Subject to the terms and conditions set forth herein, interest on the Notes shall be increased by 75 basis points upon the occurrence of certain events constituting a downgrade to the ratings of the Notes.
Prior to February 5, 2018, the Issuer may redeem at its option all or part of the Notes at a redemption price equal to 100% of the principal
amount of the Notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the redemption date and the applicable “make-whole” premium as described in this document (the “Listing Prospectus”). At any time on or after February 5, 2018, the Issuer may
redeem at its option all or part of the Notes by paying a specified redemption price as set forth in this Listing Prospectus. Prior to February
5, 2018, the Issuer may also redeem at its option up to 35% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at a redemption price equal to 105.125% plus accrued and unpaid interest and additional amounts, if any, provided
that, at least 65% of the original aggregate principal amount of the Notes remain outstanding. Additionally, the Issuer may redeem all, but
not less than all, of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price of 100% of the principal amount of the Notes plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events defined as
constituting a change of control, the Issuer may be required to redeem the Notes at a price equal to 101% of the principal amount thereof
plus accrued and unpaid interest and additional amounts, if any, other than with respect to Notes of any holders which do not require such redemption.
The Notes will be senior secured obligations of the Issuer and will rank pari passu in right of payment to all of the Issuer’s existing and
future indebtedness that is not subordinated in right of payment to the Notes and senior in right of payment to any future indebtedness of the
Issuer that is subordinated in right of payment to the Notes. The Notes will be guaranteed (i) on a subordinated basis by the Company (the “Parent Guarantor”) until the Existing Belgian Bonds Repayment Date (as defined herein), then on a senior subordinated basis thereafter,
(ii) on a subordinated basis by Sarens NV (the “Sarens NV Guarantee”), and (iii) on a senior subordinated basis (together with the Sarens
NV Guarantee, the “Subsidiary Guarantees” and together with the Parent Guarantee, the “Guarantees”) by Sarens UK Ltd, Sarens Cranes Ltd., Sarens Materieel B.V. and Sarens BE NV and any future guarantors (together with Sarens NV, the “Subsidiary Guarantors” and,
together with the Company, the “Guarantors”). The Notes and the Guarantees will also be effectively subordinated to all of the existing and
future debt of the Company’s subsidiaries (other than the Issuer) that do not guarantee the Notes and to all existing and future secured indebtedness of the Guarantors (other than indebtedness secured by the Collateral (as defined below)) to the extent of the value of the
property and assets securing such indebtedness.
The Notes will be secured by first-ranking security interests over the capital stock of the Issuer (the “Issuer Share Pledge”) and the Issuer’s
rights under the Notes Proceeds Loan (as defined herein) (the “Collateral”). The Guarantees and the security interests in the Collateral will be subject to legal and contractual limitations. The Guarantees and the security interests in the Collateral may be released under certain
circumstances. See “Description of the Notes”.
Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 22.
There is currently no public market for the Notes. This Listing Prospectus constitutes a prospectus for the purpose of Part IV of the
Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended and for the purpose of the rules and regulations of the
Luxembourg Stock Exchange (the “Rules and Regulations”). Application has been made to list the Notes on the Official List of the
Luxembourg Stock Exchange and for the Notes to be admitted for trading on the Luxembourg Stock Exchange’s Euro MTF Market. The
Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC.
The Notes will initially be represented by one or more global notes (the “Global Notes”), which will be deposited and immobilized with,
and held by, the National Bank of Belgium (the “NBB”), as operator of the NBB Securities Settlement System (the “NBB-SSS”), and its
participants (including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”)), on or about
February 5, 2015 (the “Issue Date”). Except in certain limited circumstances, definitive notes in registered form (the “Definitive Registered
Notes”) will not be issued in exchange for beneficial interests in the Global Notes. See “Book-Entry, Delivery and Form”.
The Notes and the Guarantees have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US
Securities Act”), or the laws of any other jurisdiction. The Notes and the Guarantees may not be offered or sold within the United
States or to, or for the account or benefit of, US persons, and may only be offered or sold to certain non US persons outside the
United States in accordance with Regulation S under the US Securities Act (“Regulation S”). See “Important information about this
Listing Prospectus” for additional information about eligible offerees and “Notice to Investors” for transfer restrictions.
Price: 100.000% plus accrued interest, if any, from the Issue Date.
Joint Global Coordinators and Joint Bookrunners
ING BNP PARIBAS FORTIS KBC BANK DEGROOF
Joint Bookrunner
THE ROYAL BANK OF SCOTLAND
The date of this Listing Prospectus is February 18, 2015.
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TABLE OF CONTENTS
Page
Important Information ............................................................................................................................................ ii
Certain Definitions ................................................................................................................................................ ix
Technical Terms ................................................................................................................................................... xii
Summary................................................................................................................................................................. 1
The Offering ......................................................................................................................................................... 11
Summary Historical and other Financial Information .......................................................................................... 16
Risk Factors .......................................................................................................................................................... 22
Use of Proceeds .................................................................................................................................................... 43
Capitalization ........................................................................................................................................................ 44
Selected Historical Financial Information ............................................................................................................ 45
Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................... 50
Industry ................................................................................................................................................................. 70
Business Overview ............................................................................................................................................... 73
Management Overview ......................................................................................................................................... 94
Principal Shareholders .......................................................................................................................................... 99
Certain Relationships and Related Party Transactions ....................................................................................... 100
Description of Other Indebtedness ..................................................................................................................... 101
Description of the Notes ..................................................................................................................................... 109
Book-Entry, Delivery and Form ......................................................................................................................... 169
Certain Tax Considerations ................................................................................................................................ 172
Limitations on Validity and Enforceability of the Guarantees and Certain Insolvency Law
Considerations .................................................................................................................................................... 177
Plan of Distribution ............................................................................................................................................ 195
Notice to Investors .............................................................................................................................................. 198
Legal Matters ...................................................................................................................................................... 200
Independent Auditors ......................................................................................................................................... 201
Where You Can Find More Information ............................................................................................................ 202
Service of Process and Enforcement of Civil Liabilities .................................................................................... 203
Listing and General Information......................................................................................................................... 207
Index to Financial Statements .............................................................................................................................. F-1
Sarens Finance Company NV is a company incorporated as a limited liability company under the laws of
Belgium and a wholly-owned subsidiary of Sarens Bestuur NV. In this Listing Prospectus, “Issuer” refers only
to Sarens Finance Company NV. Unless the context otherwise requires, “we”, “us”, “our” and the “Group” refer
to Sarens Bestuur NV and its consolidated subsidiaries, including the Issuer. Our registered office is located at
Autoweg 10, 1861 Wolvertem, Belgium and our website is http://www.sarens.com. The information contained
on our website is not incorporated by reference into this Listing Prospectus and does not constitute part of this
Listing Prospectus.
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IMPORTANT INFORMATION
You should rely only on the information contained in this Listing Prospectus. We have not, and the Initial
Purchasers have not, authorized anyone to provide you with any information or represent anything about us or
the Initial Purchasers, our financial results or this Offering that is not contained in this Listing Prospectus. If
given or made, any such other information or representation should not be relied upon as having been authorized
by us or by the Initial Purchasers. We are not, and the Initial Purchasers are not, making an Offering in any
jurisdiction where this Offering is not permitted.
This Listing Prospectus has been prepared by us solely for use in connection with the Offering. This Listing
Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person or to the public generally to subscribe for or otherwise acquire any
Notes or Guarantees to whom it is unlawful to make such offer or solicitation. No action has been, or will be,
taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Notes may not be offered or sold, directly or indirectly, nor may this Listing Prospectus be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell any Notes or
possess or distribute this Listing Prospectus, and you must obtain all applicable consents and approvals. Neither
we nor the Initial Purchasers shall have any responsibility for any of the foregoing legal requirements. See also
“Notice to Investors”.
Neither we, the Initial Purchasers, any of our or their respective representatives nor the Trustee are making any
representation to you regarding the legality of an investment in the Notes, and you should not construe anything
in this Listing Prospectus as legal, business, tax or other advice. You should consult your own advisors as to the
legal, tax, business, financial and related aspects of an investment in the Notes. In making an investment
decision regarding the Notes, you must rely on your own examination of the Issuer and the terms of the
Offering, including the merits and risks involved.
By accepting delivery of this Listing Prospectus, you agree to the foregoing restrictions and not to use any
information herein for any purpose other than considering an investment in the Notes.
This Listing Prospectus is based on information provided by us and other sources that we believe to be reliable.
The Initial Purchasers are not making any representation or warranty that this information is accurate or
complete and are not responsible for this information. In this Listing Prospectus, we have summarized certain
documents and other information in a manner we believe to be accurate, but we refer you to the actual
documents for a more complete understanding.
We accept responsibility for the information contained in this Listing Prospectus. To the best of our knowledge
and belief, having taken all reasonable care to ensure that such is the case, the information contained in this
Listing Prospectus is in accordance with the facts and does not omit anything material that is likely to affect the
import of such information.
The information contained in this Listing Prospectus is correct as at the Issue Date. Neither the delivery of this
Listing Prospectus at any time nor any subsequent commitment to purchase the Notes shall, under any
circumstances, create an implication that there has been no change in the information set forth in this Listing
Prospectus or in our business since the Issue Date.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Listing Prospectus. Nothing contained in this Listing
Prospectus is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or
future.
The information set out in relation to sections of this Listing Prospectus describing clearing and settlement
arrangements, including in the section entitled “Book-Entry, Delivery and Form”, is subject to any change in or
reinterpretation of the rules, regulations and procedures of the NBB-SSS, Euroclear or Clearstream currently in
effect. While we accept responsibility for accurately summarizing the information concerning the NBB-SSS,
Euroclear and Clearstream contained herein, we accept no further responsibility in respect of such information.
The NBB-SSS, Euroclear and Clearstream are not under any obligation to perform or continue to perform under
such clearing arrangements and such arrangements may be modified or discontinued by any of them at any time.
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We will not, nor will any of our agents, have responsibility for the performance of the respective obligations of
the NBB-SSS, Euroclear or Clearstream or their respective participants. Investors wishing to use these clearing
systems are advised to confirm the continued applicability of these arrangements.
The Initial Purchasers will provide prospective investors with a copy of this Listing Prospectus and any related
amendments or supplements. By receiving this Listing Prospectus, you acknowledge that you have had an
opportunity to request from us for review, and that you have received, all additional information you deem
necessary to confirm the accuracy and completeness of the information contained in this Listing Prospectus.
You also acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of
the accuracy of this information or your decision whether to invest in the Notes and the Guarantees.
None of the US Securities and Exchange Commission (the “SEC”), any state securities commission or any other
regulatory authority has approved or disapproved of the Notes and the Guarantees, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this
Listing Prospectus. Any representation to the contrary is a criminal offence in the United States.
The Notes will be available initially only in book-entry form. We expect that the Notes offered hereby will be
issued in the form of one or more Global Notes, which will be deposited and immobilized with the NBB-SSS of
the NBB. Beneficial interests in the Global Notes will be shown on, and transfers of beneficial interests in the
Global Notes will be effected only through, records maintained by the NBB-SSS, Euroclear and/or Clearstream
and their respective participants, as applicable. After the initial issuance of the Global Notes, definitive notes in
registered form will be issued in exchange for the global notes only in limited circumstances as set forth in the
indenture governing the Notes (the “Indenture”). See “Book-Entry, Delivery and Form”.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold, except as
permitted under the US Securities Act and the applicable state securities laws, pursuant to registration or an
exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Listing
Prospectus entitled “Plan of Distribution” and “Notice to Investors”. By possessing this Listing Prospectus or
purchasing any Notes, you will be deemed to have made the representations, warranties and acknowledgements
that are described in the provisions contained in those sections of this Listing Prospectus.
____________________________
STABILIZATION
IN CONNECTION WITH THIS OFFERING ING BANK N.V., LONDON BRANCH (THE
“STABILIZATION MANAGER”) (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT
THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE
STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH
STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES
AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30
CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST
BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF
OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
____________________________
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
In relation to each member state of the European Economic Area (“EEA”) that has implemented the Prospectus
Directive (each, a “Relevant Member State”), each Initial Purchaser has represented and agreed that with
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effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State, it has not made and will not make an offer of Notes which are the subject of the Offering contemplated by
this Listing Prospectus to the public in that Relevant Member State other than:
(a) to any legal entity that is a “qualified investor” as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than “qualified investors” as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent
of the relevant Initial Purchaser or Initial Purchasers nominated by us for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by us or any Initial Purchaser of a
prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article
16 of the Prospectus Directive other than in reliance on Article 3(2)(b). The expression “Prospectus Directive”
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
For the purposes of this provision, the expression “offer of Notes to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State.
United Kingdom
The issue and distribution of this Listing Prospectus is restricted by law. This Listing Prospectus is not being
distributed by, nor has it been approved for the purposes of Section 21 of the FSMA by, a person authorized
under the FSMA. This Listing Prospectus is directed solely at persons who:
(a) are investment professionals, as such term is defined in Article 19(5) of the Financial Promotion Order;
(b) are persons falling within Article 49(2)(a) to 49(2)(d) (“high net worth companies, unincorporated
associations, etc.”) of the Financial Promotion Order;
(c) are outside the United Kingdom; or
(d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise be lawfully
communicated or caused to be communicated (all such persons together being referred to as “Relevant
Persons”).
This Listing Prospectus is directed only at Relevant Persons and must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity to which this Listing Prospectus relates is
available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this Listing Prospectus or any of its contents. The Notes are not being
offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of
securities to the public in the United Kingdom within the meaning of Part VI of the FSMA.
Ireland
No action may be taken with respect to the Notes in Ireland otherwise than in conformity with the provisions of
(a) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including,
without limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the
provisions of the Investor Compensation Act 1998, (b) the Companies Acts 1963 to 2013 (as amended), the
Central Bank Acts 1942 to 2014 (as amended) and any codes of conduct rules made under Section 117(1) of the
Central Bank Act 1989, (c) the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) and any rules
issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the
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Central Bank of Ireland, and (d) the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and
any rules issued under Section 34 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005,
by the Central Bank of Ireland.
____________________________
THIS LISTING PROSPECTUS CONTAINS IMPORTANT INFORMATION, WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
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FORWARD-LOOKING STATEMENTS
This Listing Prospectus contains “forward-looking statements” within the meaning of the US federal securities
laws and the securities laws of other jurisdictions, including “Summary,” “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Industry” and “Business
Overview”. In some cases, these forward-looking statements can be identified by the use of forward-looking
terminology, including the words “believes”, “estimates”, “aims”, “anticipates”, “expects”, “intends”, “may”,
“will”, “plans”, “continue”, “ongoing”, “future”, “potential”, “predict”, “project”, “guidance”, “target”, “seek”,
“could” or “should” or, in each case, their negative or other variations or comparable terminology or by
discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts; they include statements about our beliefs and
expectations and the assumptions underlying them. They appear in a number of places throughout this Listing
Prospectus and include statements that concern, among other things:
strategies, outlook and growth prospects;
future plans and potential for growth;
trends affecting our financial condition or results of operations;
trends and developments affecting the markets in which we operate;
our liquidity, capital resources and capital expenditure;
the general economic outlook and industry trends;
competition in areas of our business; and
our plans to expand our operations.
These forward-looking statements are based on plans, estimates and projections as they are currently available
to our management. Forward-looking statements therefore speak only as at the date they are made, and we
undertake no obligation to update any of them in light of new information or future events. Although we believe
that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.
Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
These statements are based on our management’s current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the forward-looking
statements. Our actual results may differ materially as a result of various factors. These factors include, but are
not limited to:
deterioration of global economic conditions;
unexpected adjustments or cancellations to our contracts;
changes in regulations, legal, administrative or regulatory requirements;
our failure to obtain, renew, or comply with licenses, authorizations and permits for our operations;
uninsured losses or material losses in excess of insurance coverage;
political, economic and regulatory risks associated with operations in certain emerging markets;
exchange rate fluctuations;
our inability to recruit, retain, and manage qualified and experienced management and technical staff;
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intense competition from local and international crane operators;
cyclical movements in the economy impacting the sectors that we serve and the demand and prices
for our services;
tax issues and obligations arising from international operations;
risks inherent to conducting business internationally and in emerging markets, such as changes in
local employment conditions and import and export restrictions;
loss in revenue due to cranes being off hire;
health and safety accidents or violations;
failures or delays in managing large projects;
failure to access needed liquidity for working capital and growth; and
other risks associated with the Notes, our indebtedness and our structure discussed under “Risk
Factors—Risks relating to the Notes, Our Indebtedness and Our Structure”.
The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive. Due to
such uncertainties and risks, investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as at the Issue Date. We urge you to read this Listing Prospectus, including the
sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and “Business Overview”, for a more complete discussion of the factors that could affect our
future performance and the industry in which we operate. Moreover, we operate in a very competitive and
rapidly changing environment. We may face new risks from time to time, and it is not possible for us to predict
all such risks; nor can we assess the impact of all such risks on our business or the extent to which any factor, or
combination of factors may cause actual results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking
statements as a prediction of actual results.
We undertake no obligation, and do not intend, to release publicly the result of any revisions to these forward-
looking statements which may be made to reflect events or circumstances after the Issue Date, including
changes in our business or strategy or planned capital expenditure, or to reflect the occurrence of unanticipated
events.
viii
INDUSTRY AND MARKET DATA
We operate in industries for which it is difficult to obtain precise industry and market information. The market
and competitive position data in the sections “Summary”, “Risk Factors”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, “Industry”, and “Business Overview” of this
Listing Prospectus are estimates that have been arrived at by management based on industry publications,
publicly available information and from surveys or studies conducted by the International Monetary Fund, PwC,
Oxford Economics, the International Energy Agency and the World Economic Forum that are generally
believed to be reliable. However, the accuracy and completeness of such information is not guaranteed and has
not been independently verified. Additionally, industry publications and such studies generally state that the
information contained herein has been obtained from sources believed to be reliable but the accuracy or
completeness of such information is not guaranteed and in some instances the sources do not assume liability for
such information. The International Monetary Fund, PwC, Oxford Economics, and the International Energy
Agency have not assumed any responsibility for the information included in this Listing Prospectus. Elsewhere
in this Listing Prospectus, statements regarding the industries in which we operate and our position in these
industries are based solely on our experience, internal studies and estimates, and our own investigation of
market conditions. We believe that the sources of such information in this Listing Prospectus are reliable but
there can be no assurance that any of these assumptions is accurate or correctly reflects our position in these
industries, and none of our internal surveys or information have been verified by any independent sources. We
do not intend to and do not assume any obligations to update any data, including industry and market data, set
forth in this Listing Prospectus. As a result, investors should be aware that such data in this Listing Prospectus
and estimates based on such data may not be reliable indicators of future results.
While we are not aware of any misstatements regarding the industry or similar data presented herein, such data
involves risks and uncertainties and is subject to change based on various factors, including those discussed in
this Listing Prospectus in the section “Risk Factors”. As far as we are aware and have been able to ascertain
from information published by such third parties, no facts have been omitted that would render the reproduced
information inaccurate or misleading. Neither we nor the Initial Purchasers make any representation as to the
accuracy or completeness of any such information in this Listing Prospectus.
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CERTAIN DEFINITIONS
Certain industry related terms are defined under “Technical Terms” in this Listing Prospectus. Unless indicated
otherwise in this Listing Prospectus or the context requires otherwise:
€ or euro refers to the lawful currency of the participating member states of the European Union.
$ or USD, US dollar refers to the lawful currency of the United States.
Audit Committee refers to the audit committee of the Board of Directors.
BE GAAP refers to Belgian Generally Accepted Accounting Principles.
Bilateral Facilities refers to 113 finance leases for an aggregate amount of €20.6 million as at
September 30, 2014; 73 bilateral term loans for an aggregate amount of €54.3 million as at September
30, 2014; and 48 operational (off balance) leases for an aggregate amount of €62.4 million as at
September 30, 2014 (including purchase option price) entered into by the Company and certain of its
subsidiaries.
Board of Directors refers to the board of directors of the Company.
CAGR refers to compound annual growth rate.
Collateral refers to the Issuer Share Pledge together with the security interest over the Issuer’s rights
under the Notes Proceeds Loan.
Company refers to Sarens Bestuur NV, a limited liability company organized under the laws of
Belgium (naamloze vennootschap/société anonyme), with its registered office at Autoweg 10, 1861
Wolvertem, and registered with the Crossroads Bank for Enterprises under number 0451.416.125,
Belgium, unless the context otherwise requires.
Domiciliary Agent refers to ING Belgium SA/NV as domiciliary agent.
EH Facility Agreement means the €242.5 million Hermes covered credit facility agreement dated
June 26, 2012 (and as amended or amended and restated from time to time) between, inter alia, Sarens
NV, as the company, Sarens NV as borrower, the entities listed therein as original guarantors, ING
Bank, a branch of ING-DiBa AG as Hermes agent, ING Bank N.V. as facility agent and security agent
and the persons named in that Hermes covered credit facility agreement as lenders.
Executive Committee refers to the executive committee of Sarens Bestuur NV.
Existing Belgian Bonds refers to the €40,000,000 subordinated bonds due December 6, 2016 issued by
the Company on December 6, 2010.
Existing Belgian Bonds Repayment Date refers to December 6, 2016, to the extent the Existing
Belgian Bonds are repaid in full, or such other date as when the Existing Belgian Bonds are redeemed
in full.
Group, we, us or our refers to Sarens Bestuur NV, its subsidiaries and other entities after taking into
account the Offering, unless the context otherwise requires.
Guarantors refers to each of the Subsidiary Guarantors and the Parent Guarantor.
Guarantees refers to each of the Subsidiary Guarantees and the Parent Guarantee.
Global Facilities Agreement refers to the agreement governing the €335.0 million Lease Facility and
the €90.0 million Revolving Facility dated March 8, 2012 (and as amended or amended and restated
from time to time) for Sarens Bestuur NV, as the company, arranged by BNP Paribas Fortis SA/NV,
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ING Bank N.V., KBC Bank NV (as mandated lead arrangers) with ING Equipment Lease Belgium
SA/NV (acting as main lessor and lease agent) and ING Bank N.V. (acting as RCF agent and global
agent).
IFRS refers to International Financial Reporting Standards of the International Accounting Standards
Board, as adopted by the European Union.
Indenture refers to the indenture governing the Notes, to be dated on or about the Issue Date.
Issuer refers to Sarens Finance Company NV.
Issuer Share Pledge refers to a first-ranking security interest over all of the share capital of the Issuer.
Lease Facility refers to the €335.0 million lease facility by ING Equipment Lease Belgium SA/NV, ES
Finance NV, KBC Lease Belgium NV, and Belfius Lease Services NV as lessors (consisting of Facility
A and Facility B), with a €50,000,000 (uncommitted) accordion option, under the Global Facilities
Agreement.
Lien refers to, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention agreement or any lease in
the nature thereof.
Management refers to Executive Committee and the Board of Directors.
Maturity Date refers to February 5, 2022.
Nomination and Remuneration Committee refers to the nomination and remuneration committee of
the Board of Directors.
Non-Guarantors refers to each of our subsidiaries that is not a Subsidiary Guarantor.
Notes refers to the €125.0 million 5.125% Senior Notes due 2022, being offered hereby.
Notes Proceeds Loan refers to the subordinated intercompany loan to be made with the proceeds of
the offering of the Notes on the Issue Date by the Issuer as a lender to Sarens Bestuur NV as a
borrower.
Offering refers to the offering of the Notes hereby.
Parent Guarantee refers to the unconditional and irrevocable guarantee provided by the Company on
the Notes, which shall be subordinated until the Existing Belgian Bonds Repayment Date, at which
point it shall be a senior subordinated guarantee.
Parent Guarantor refers to the Company.
Paying and Domiciliary Agency Agreement refers to the paying and domiciliary agency agreement,
dated on or around the Issue Date, between the Issuer and the Domiciliary Agent.
Proceeds Loan Agreement refers to that certain proceeds loan agreement, dated as of the Issue Date,
by and between the Issuer and the Parent Guarantor pursuant to which the Notes Proceeds Loan was
made, as the same may be amended from time to time.
Prospectus Directive refers to Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU.
xi
Refinancing refers, collectively, to the Offering, the entering into of the Purchase Agreement, the
Indenture, the Subordination Agreement, the Proceeds Loan Agreement, the Security Documents and
any other agreement in connection with the Offering, and the further application of the proceeds
therefrom as described under “Use of Proceeds”.
Relevant Member State refers to each Member of the European Economic Area that has implemented
the Prospectus Directive.
Restricted Group refers to the restricted group as set forth under “Summary—Summary Corporate and
Financing Structure”.
Revolving Facility refers to the €90,000,000 revolving credit facility by ING Belgium NV/SA, BNP
Paribas Fortis SA/NV, KBC Bank NV, and Belfius Bank NV as lenders, with an €33,000,000
(uncommitted) accordion option, under the Global Facilities Agreement.
Sarens NV Guarantee refers to the unconditional and irrevocable subordinated guarantee provided by
Sarens NV on the Notes.
Security Agent refers to The Bank of New York Mellon, London Branch as security agent.
Security Documents refers to (i) the agreement dated on or around the Issue Date, between the Parent
Guarantor as pledgor and the Security Agent creating the Issuer Share Pledge, (ii) the agreement dated
on or around the Issue Date, between the Issuer as pledgor and the Security Agent creating a pledge
over the Issuer’s rights under the Notes Proceeds Loan, and (iii) any other document that provides for a
Lien over any Collateral for the benefit of the holder of the Notes, in each case, as amended,
supplemented or restated from time to time.
Senior Secured Credit Facilities refers to each of the debt facilities under the Global Facilities
Agreement, the EH Facility Agreement, the SNME Credit Facility Agreement, the SNME Hermes
Covered Credit Facility Agreement and the Bilateral Facilities.
SNME Credit Facility Agreement means the lease facility agreement dated March 15, 2013 (and as
amended or amended and restated from time to time) between Sarens Nass Middle East WLL as lessee
and ING Equipment Lease Belgium NV as lessor.
SNME Facilities refers to the SNME Credit Facility Agreement and the SNME Hermes Covered
Credit Facility Agreement.
SNME Hermes Covered Credit Facility Agreement means the Hermes covered credit facility
agreement dated June 26, 2012 (and as amended or amended and restated from time to time) between
Sarens Nass Middle East, as borrower, and The Royal Bank of Scotland, as lender.
Subordination Agreement refers to the Subordination Agreement to be entered into on or about the
Issue date by and among, inter alios, the Issuer, the Guarantors, the Trustee and the senior lenders
named therein.
Subsidiary Guarantees refers to senior subordinated guarantees on the Notes provided by the
Subsidiary Guarantors (other than Sarens NV) and the Sarens NV Guarantee.
Subsidiary Guarantors refers to Sarens UK Ltd, Sarens Cranes Ltd, Sarens Materieel B.V., Sarens
BE NV, Sarens NV and any future guarantors that are subsidiaries of the Company, which provide the
Subsidiary Guarantees.
Waterland PE refers to Craneco B.V, an entity held by Waterland Private Equity Fund IV C.V.
Trustee refers to The Bank of New York Mellon, London Branch as trustee under the Indenture.
US Securities Act refers to the United States Securities Act of 1933, as amended.
xii
TECHNICAL TERMS
Term Definition
Boom ................................................................ The steel arm of the crane that holds the load.
Climbing System CS5000 (“CS5000”) ........... Equipment developed in-house for the jacking of heavy
structures and modules, with a capacity of 5,000 tonnes.
Crawler cranes ................................................ Mobile crane mounted on a chassis with crawler tracks.
Engineering, procurement and
construction (“EPC”) ...................................
A type of construction service involving engineering,
procurement and construction.
Gantries ........................................................... Cranes that lift objects by a hoist fitted in a trolley for
horizontal movement.
Lattice boom cranes ........................................ Crawler cranes which are capable of travelling with a load.
Due to the shape and mechanism of the boom, lattice boom
cranes can load very high capacities; these cranes need to be
assembled on site.
Self-propelled modular trailer (“SPMT”) ..... Special mobile vehicles of 2 to 10 axle lines and a power
pack that are used to transport heavy structures and a variety
of large loads, such as civil works and oil and gas
components.
Sarens Modular Barge (“SMB”) .................... Modular barge designed in-house for use in all types of
inland water operations.
Sarens Multi Lift Tower ................................. Free-standing towers with lifting beams on top which are
designed to carry both vertical and horizontal loads.
SGC-120........................................................... An innovative and versatile heavy lift crane and one of the
world’s largest mobile cranes in terms of load capacity and
range, with a lifting capacity of 3,200 tonnes and designed
and built by Sarens.
Strand jacks .................................................... Jacks that use hydraulic cylinders and steel wires to lift
heavy components to the required height or pull them to a
certain position.
Telescopic cranes ............................................ Telescopic cranes are typically used for short-term projects
for lifting heavy objects and transporting them to other
locations, and occasionally for long-term projects when the
flexibility to move between lifts is required at the site. They
typically have a boom that consists of a number of tubes
fitted one inside the other, and which can be extended or
retracted by a hydraulic, or other powered, mechanism.
Tonnes .............................................................. Metric tons or 1,000 kilograms.
Tier-1 crane suppliers .................................... Crane manufacturers whose equipment may be financed
under the Global Facilities Agreement, including Liebherr,
Terex-Demag, Grove and Tadano Faun.
xiii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
The Issuer, Sarens Finance Company NV, is a limited liability company incorporated under the laws of Belgium
on December 11, 2014. It has no material assets, liabilities and no indebtedness (other than, from the Issue Date,
those that result from the offering of the Notes) and it has not engaged in any activities other than those related
to its formation in preparation for the Offering. The Issuer is a wholly-owned subsidiary of the Company. The
financial information presented in this Listing Prospectus is the historical consolidated financial information of
the Company and its subsidiaries (the “Group”).
This Listing Prospectus contains the following financial statements of the Group:
the audited consolidated financial statements of the Company and its subsidiaries comprising the
consolidated balance sheet as at December 31, 2011, 2012 and 2013 and the consolidated profit and
loss statement and related notes thereto (collectively, the “Annual Consolidated Financial
Statements”), which have been prepared in accordance with BE GAAP and audited by our
independent auditors KPMG;
the unaudited consolidated cash flow statement of the Company and its subsidiaries for the years
ended December 31, 2011, 2012 and 2013 (the “Annual Consolidated Cash Flow Statement”;
the unaudited interim condensed consolidated financial statements of the Company and its
subsidiaries comprising the condensed balance sheet as at September 30, 2014 and the consolidated
profit and loss statement for the nine month periods ended September 30, 2013 and 2014 and related
notes thereto (collectively, the “Interim Condensed Consolidated Financial Statements”), which
have been prepared in accordance with BE GAAP on the same basis as our audited Annual
Consolidated Financial Statements; and
the unaudited consolidated cash flow statement of the Company and its subsidiaries for the nine
month periods ended September 30, 2013 and 2014 (the “Interim Consolidated Cash Flow
Statement”).
Unless otherwise indicated, the financial information presented herein has been derived from the audited Annual
Consolidated Financial Statements, the unaudited Interim Condensed Consolidated Financial Statements, the
unaudited Annual Consolidated Cash Flow Statement and the unaudited Interim Consolidated Cash Flow
Statement included elsewhere herein.
The Annual Consolidated Financial Statements and the Interim Condensed Consolidated Financial Statements
have been extracted from the financial statements of the Company, solely for inclusion in this Listing Prospectus
in connection with the issuance of Notes by the Issuer, and cannot be used for any other purpose. Accordingly,
the auditor’s reports are the original auditor’s reports that have been issued with respect to the consolidated
(interim) financial statements for the respective periods. Investors are strongly cautioned that these reports
contain information as at various historical dates and do not contain a current description of our business, results
of operations or financial condition. Any information in the Company’s annual reports is deemed to be modified
or superseded by any information appearing elsewhere in this Listing Prospectus that is subsequent to or
inconsistent with it, particularly information appearing in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Risk Factors”. Furthermore, the annual reports include certain
forward-looking statements that are subject to inherent uncertainty, see “Forward-Looking Statements”.
Accordingly, investors are cautioned not to rely upon the information contained in such annual reports.
In addition, the Listing Prospectus includes certain unaudited financial information for the twelve-month period
ended September 30, 2014. The unaudited consolidated profit and loss statement information and the other
financial and operating information presented in this Listing Prospectus for the twelve months ended September
30, 2014 has been calculated by taking the unaudited condensed consolidated profit and loss statement for the
nine months ended September 30, 2014 and adding them to the difference between the results of operations for
the full year ended December 31, 2013 and the nine months ended September 30, 2013. Such period has been
prepared solely for the purposes of the Listing Prospectus and is for illustrative purposes only and is not
necessarily representative of our results of operations for any future period, or our financial condition at any
date.
xiv
In making an investment decision, you must rely upon your own examination of the terms of this Offering and
the financial information contained in this Listing Prospectus. You should consult your own professional
advisors for an understanding of the financial information contained in this Listing Prospectus.
The preparation of financial statements in conformity with BE GAAP requires the use of certain critical
accounting estimates. It also requires management to exercise its judgment in the process of applying the
Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the consolidated financial statements, are disclosed in our audited
consolidated financial statements. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”.
The Interim Condensed Consolidated Financial Statements and Annual Consolidated Financial Statements
included elsewhere in this Listing Prospectus should be read together with the relevant Notes thereto.
Prospective investors are advised to consult their professional advisors for an understanding of the differences
between BE GAAP and other systems of generally accepted accounting principles, including US generally
accepted accounting principles (“GAAP”).
Certain numerical figures set forth in this Listing Prospectus, including data presented in the nearest tenth of a
million, as well as percentages, have been subject to rounding adjustments. Accordingly, the totals of certain
data presented in this Listing Prospectus may vary slightly from the actual arithmetic totals of such data.
Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” are calculated using
the numerical data in the audited Annual Consolidated Financial Statements, the unaudited Interim Condensed
Consolidated Financial Statements, the unaudited Annual Consolidated Cash Flow Statement and the unaudited
Interim Consolidated Cash Flow Statement contained elsewhere in this Listing Prospectus, as applicable, and
not using the numerical data in the narrative description thereof.
Non-BE GAAP Financial Measures
We have presented certain information in this Listing Prospectus that is not required by, nor presented in
accordance with, BE GAAP. As used in this Listing Prospectus, this information includes:
Cash flow. Cash flow measures liquidity and represents cash flow generated by the Group during the
period from operating, investing and financing activities, and available cash flow at the end of the
period.
EBITDA. EBITDA represents operating (loss)/profit before depreciation, amortization and
impairment; amounts written off on inventories and trade debtors; and provisions for liabilities and
charges. For a reconciliation of EBITDA to operating profit/(loss) for the period, see footnote (1)
under “Summary Historical and Other Financial Information—Pro Forma Financial Information”.
EBITDA margin. EBITDA margin represents EBITDA divided by turnover.
Our management believes that EBITDA and EBITDA margin are meaningful for investors because they provide
an analysis of our operating results, profitability and ability to service debt and because EBITDA and EBITDA
margin are used by our management to track our business evolution, establish operational and strategic targets
and make important business decisions. In addition, we believe that EBITDA and EBITDA margin are measures
commonly used by investors, security analysts and other interested parties in our industry as supplemental
measures of operating performance and liquidity. Although we are presenting these measures to enhance the
understanding of our historical operating performance, EBITDA and EBITDA margin should not be considered
alternatives to operating profit as an indicator of our operating performance, or alternatives to cash flows from
operating activities as measures of our liquidity.
EBITDA and EBITDA margin are not measures of financial performance under BE GAAP. You should not
consider EBITDA and EBITDA margin or any other non-BE GAAP financial measures presented herein as
alternatives to measures of financial performance determined in accordance with generally accepted accounting
principles, such as operating profit, as a measure of operating results or cash flow as a measure of liquidity. In
addition, our computation of EBITDA and EBITDA margin and other non-BE GAAP financial measures may
not be comparable to similarly-titled measures or ratios used by other companies.
xv
EBITDA and EBITDA margin have limitations as an analytical tool, and you should not consider any of them in
isolation. Some of these limitations include the following: (a) they do not reflect our capital expenditures, our
future requirements for capital expenditures or our contractual commitments; (b) they do not reflect changes in,
or cash requirements for, our working capital needs; (c) they do not reflect the significant interest expense, or
the cash requirements necessary, to service interest or principal payments on our debt; and (d) although
depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need
to be replaced in the future and EBITDA and EBITDA margin do not reflect any cash requirements that would
be required for such replacements.
EBITDA and EBITDA margin, as used in this Listing Prospectus, are not calculated in the same manner as
“consolidated EBITDA” is calculated pursuant to the Indenture as described under “Description of the Notes”
or for purposes of any of our other indebtedness.
The information presented by EBITDA and EBITDA margin is unaudited and has not been prepared in
accordance with BE GAAP or any other accounting standards.
In addition, this Listing Prospectus includes unaudited consolidated pro forma financial information, which has
been adjusted to reflect certain effects of the Offering and use of proceeds therefrom set forth under “Use of
Proceeds” on our net debt, total debt and cash interest expense. The consolidated pro forma financial
information has been prepared for illustrative purposes only and does not purport to represent what our actual
net debt, total debt or cash interest expense would have been if the Offering had occurred on (i) September 30,
2014 for the purposes of the calculation of net debt and total debt and (ii) on October 1, 2013 for the purposes of
the calculation of cash interest expense, nor does it purport to project our consolidated net senior secured debt or
cash interest expense at any future date. There can be no assurance that the assumptions used in the preparation
of the consolidated pro forma financial information will prove to be correct. The consolidated pro forma
financial information should be read in conjunction with the information contained in “Selected Historical
Financial Information”, “Use of Proceeds”, “Capitalization”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our audited consolidated financial statements and
accompanying notes appearing elsewhere in this Listing Prospectus.
The unaudited pro forma adjustments and the unaudited “as adjusted” financial data set forth in this Listing
Prospectus have not been prepared in accordance with the Prospectus Directive or any generally accepted
accounting standards, and are based on available information and certain assumptions and estimates that we
believe are reasonable and may differ materially from the actual adjusted amounts.
Adjustments
Certain numerical information and other amounts and percentages presented in this Listing Prospectus,
including financial information and market data, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total
figure given for that column or row or the sum of certain numbers presented as a percentage may not conform
exactly to the total percentage given. Percentages and amounts reflecting changes over time periods relating to
financial and other data set forth in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” are calculated using the numerical data in our Group financial statements or the tabular
presentation of other data (subject to rounding) contained in this Listing Prospectus as applicable, and not using
the numerical data in the narrative description thereof.
Currency
Unless otherwise indicated, all financial information is presented in euro.
All references in this Listing Prospectus to: (a) “euro” or “€” are to the lawful currency of the European Union;
and (b) “US dollar” or “USD” are to the lawful currency of the United States.
TRADEMARKS AND TRADE NAMES
We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of our
businesses. Each trademark, trade name or service mark of any other company appearing in this Listing
Prospectus belongs to its holder.
xvi
Some of the trademarks we own or have the right to use include, among others, “Sarens”, the Sarens logo and
“nothing too heavy, nothing too high”. Solely for convenience, the trademarks, trade names and copyrights
referred to in this Listing Prospectus are listed without the ©, ® and TM symbols, but we will assert, to the
fullest extent under applicable law, our rights to these trademarks, trade names and service marks.
1
SUMMARY
This overview highlights certain information about our business and the Offering described elsewhere in this
Listing Prospectus. This overview is not complete and does not contain all the information you should consider
before investing in the Notes. This overview is qualified in its entirety by, and should be read in conjunction with
the more detailed information included in this Listing Prospectus including our Annual Consolidated Financial
Statements, Interim Condensed Consolidated Financial Statements, Annual Consolidated Cash Flow Statement
and Interim Consolidated Cash Flow Statement and the related notes thereto.
You should read carefully the entire Listing Prospectus to understand our business, the nature and terms of the
Notes and the tax and other considerations which are important to your decision to invest in the Notes including
the risks discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”. See “Technical Terms” for explanations of certain industry terminology and
concepts.
Overview
We are a worldwide leader in heavy lifting, complex transport projects and specialized crane rental services, and
have been active in the industry since 1955. With state of the art equipment and one of the world’s largest crane
fleets, we provide value-added engineering to offer our clients customized solutions to heavy lift and transport
challenges for industrial and infrastructure construction, installation, renovation, maintenance, and removal
projects. We provide our clients with the following services:
Heavy Lifting—We are a worldwide leader in lifting oversized and overweight objects, ranging from
bridges to reactors for oil and gas refineries to roof sections for sports stadiums.
Complex Transport—We specialize in transporting, handling, and assembling oversized and
overweight components that cannot be moved in a conventional manner, such as turbines for offshore
wind farms and the Space Shuttle Endeavour.
Engineering—Undertaking complex structural studies and selecting effective technical solutions,
using appropriate equipment and resources, in order to find the most suitable lifting and transport
techniques for our client’s requirements, are key components to our value-added proposition to our
clients.
Crane Rental Services—Our rental business consists of local rental of mobile cranes, principally with
operators, on an hourly or daily basis to support project and maintenance work for our clients, as well
as longer-term rental of hydraulic and lattice boom cranes, principally with operators.
We provide these services to the following sectors on a global basis:
Oil & Gas General
Industrial
Onshore &
Offshore
Wind Power
Civil Works
Offshore &
Module
Yards
Nuclear &
Power Plant Mining
We own and operate a global fleet of 1,593 cranes, 1,788 self-propelled modular trailer (“SPMT”) axle lines
and an extensive inventory of other specialized lifting and transport equipment, with a market value of
approximately €1.2 billion and an estimated replacement value of €1.7 billion as at September 30, 2014. We
utilize our cranes and equipment flexibly around the world and across industry sectors, deployed from a network
of 86 depots on either a project or rental basis, in order to optimize asset utilization, resource commitment, and
return on invested capital. Accordingly, due to our broad range of activities, covering project-related services to
crane rentals, we are able to efficiently manage utilization of our resources and optimize the deployment of our
assets.
Our business is geographically diversified, serving clients across the globe and operated through two core
business segments: Global Projects and Regional Operations. Due to their size, complexity, and equipment and
engineering requirements, larger projects are generally managed from our headquarters in Belgium (our Global
2
Projects segment), while smaller projects, as well as the short- and medium-term rental of cranes with operators,
are managed at a local level in the respective regions (our Regional Operations segment). Some examples of our
recent projects include the transport and installation of the cable stay suspension towers on the Millau bridge in
France, the tallest bridge in the world, and the transport of 16 new lock doors for the Panama Canal, each
weighing between 1,900 tonnes and 4,300 tonnes, from the factory in Italy to their respective installation sites at
the Panama Canal.
Our in-house engineering team provides key value-added services and has developed proprietary designs and
creative solutions as certain projects and other activities require a customized approach. For example, our
engineering team designed and built our Sarens Giant Crane (the “SGC-120”), one of the world’s largest mobile
cranes in terms of load capacity and range, as well as numerous other adaptations of lifting and transportation
equipment to provide bespoke solutions for our clients. We complement our core business with a range of other
ancillary activities, including the sale of used cranes in the liquid secondary market, pro-active fleet
management and maintenance, as well as research and development.
For the twelve months ended September 30, 2014, we generated revenue of €628.5 million and EBITDA of
€151.1 million. Our pro forma EBITDA, after taking into account the effects of the Refinancing, is €177.5
million for the twelve months ended September 30, 2014. See “Summary Historical and Other Financial
Information—Pro Forma Financial Information”.
Our Competitive Strengths
Leading global market position
We are a worldwide leader in heavy lifting, complex transport projects and specialized crane rental services,
ranked second by fleet size as at July 2014 (based on industry standards derived from maximum load capacity),
and the second largest revenue worldwide in 2013. The Sarens brand benefits from strong recognition amongst
our client base, which is a critical factor in winning large scale, complex projects. We have long-term
relationships with many of our clients, in some cases spanning decades. We are a pioneer in our industry and
often utilize certain bespoke heavy lifting equipment designed or adapted by us in cooperation with our
suppliers and clients or on a proprietary basis. As at September 30, 2014, we owned and operated 1,593 cranes,
as well as 1,788 SPMT axle lines and an extensive inventory of other specialized equipment, such as gantries,
jacking and skidding equipment, barges, trailers, tower cranes and strand jacks. With a network of 86 depots
providing flexibility for the worldwide deployment of our cranes and other equipment, we have both a global
and local presence allowing us to carry out projects where needed. Our in-house engineering department works
closely with our clients from the feasibility stage onwards to undertake complex structural studies and select
effective technical solutions, using appropriate equipment and resources, to deliver tailor-made solutions to their
heavy lifting and complex transport needs.
Diversified operations across a range of geographies, industry sectors and services
Our business benefits from diversification on three different levels: our global operations, the broad range of
client sectors we serve, and our range of services. This diversification mitigates our exposure to global and
regional macro-economic conditions as well as the volatility and cyclicality of the client sectors we serve.
Geographic Breadth
We operate across the globe, in both developed and emerging markets and benefit from the ability to relocate
cranes and other equipment between regions to optimize their utilization. For example, we relocated part of our
heavy lift crawler fleet to Western Canada in response to demand in the oil and gas sector in 2013, and have
relocated some of our smaller cranes to emerging countries such as South Africa. Our ancillary trading activities
also contribute to our ability to optimize the utilization of our fleet, as we are able to sell cranes in one region
and buy cranes in another region to meet demand on projects, while avoiding the costs of transporting cranes
across regions. We recently implemented this strategy when activity in the mining sector in Australia slowed
down, selling cranes in Australia in order to purchase cranes in the United States to meet demand for projects in
the oil and gas sector.
3
Numerous industry sectors
We serve a global client base that operates across a wide range of sectors, providing additional flexibility and
resilience to our business model. We execute projects and provide crane rental services for clients in the oil and
gas, general industrial, onshore and offshore wind power, civil works, offshore and module yards, nuclear and
conventional power plant, and mining sectors. The oil and gas and industrial sectors are core markets for us and
provide a steady pipeline of projects, including the construction, refurbishment and maintenance of oil and gas
plants and refineries and other industrial installations. We have also been involved in the installation of complex
roof structures for stadiums and industrial buildings; the transport and installation of bridges; the construction of
both onshore and offshore wind power projects; and the construction, refurbishment and maintenance of
nuclear, coal-fired and gas-fired power plants and metallurgical facilities. Our clients include large multi-
nationals and smaller, local clients, with no significant client concentrations, either individually or by sector.
Over the last three years, no single contract or project accounted for more than 5% of our total revenue.
Accordingly, our business is diversified from a sector and client perspective and less susceptible to downturns in
any one area.
Range of Services
We provide project services involving a combination of heavy lifting, complex transport and customized
engineering solutions that can take months and sometimes years to complete and engage in hourly, daily or
long-term rentals of cranes, principally with operators. Our services cover renovation and maintenance projects,
as well as construction, installation and removal. This reduces our exposure to volatility in any one end market,
as renovation and maintenance projects typically increase when there is a downturn in construction, installation
and removal projects.
Due to the lead times underpinning the need for our various services, our rental activities, which experience
shorter lead times, are generally subject to greater impact from early fluctuations in the economic cycle, while
our projects activities, which generally require significant advance planning and therefore longer lead times, are
generally subject to greater impact from late cycle economic adjustments. As a result, we can often anticipate a
slowdown of projects and related capital expenditure at the beginning of an economic downturn in any one
region and a positive effect on rental services when the economy recovers, and thereby shift our resources and
investments accordingly. Furthermore, the advanced planning required for large projects provide us with good
visibility over the utilization of our resources and allows us to optimize the deployment of our assets. Cranes
that are not deployed in connection with specific projects are typically rented with operators in the local market
to support project and maintenance work for our clients.
State-of-the art and easily deployable asset base
After completing an intensive €1.1 billion capital expenditure program from the beginning of 2007 until the end
of 2013, we own and operate a large, diverse, and state-of-the-art fleet of cranes and other specialized lifting and
transport equipment, with a market value of approximately €1.2 billion and an estimated replacement value of
€1.7 billion as at September 30, 2014. Our cranes and related equipment meet all applicable market
specifications and certification requirements and range from smaller, mobile cranes to large cranes that are
assembled on site. Our crane fleet is young compared to its useful lifetime, with an average age of 8.8 years as
at September 30, 2014.
We have a company-wide policy of proactively monitoring fleet utilization and monitoring adherence to safety
standards and best working practices and do so through our well-established standard operating protocols (e.g.,
through “toolbox meetings”, which take place at the beginning of each shift to assess risks related to the
particular heavy lifting or complex transport project, and workplace inspections) and by means of “black
boxes”, which measure parameters such as operating time, engine and lifting load, and fuel usage and which are
installed in over 90% of our cranes. The “black boxes” and regular equipment inspections are also instrumental
in enabling us to schedule and complete regular and ad-hoc maintenance in an efficient and cost-effective
manner.
We have created a core asset base of cranes and other equipment in each of the regions where we operate, and
unlike many of our local competitors, our assets can be deployed anywhere in the world. We utilize our largest
cranes and most of our specialized equipment on a global basis, following our clients around the world where
our equipment and expertise is needed. For example, the SGC-120 has been disassembled into components,
4
transported in shipping containers and re-assembled for deployment in the United States, China, France,
Indonesia and Saudi Arabia.
Strong supplier relationships and in-house R&D capabilities
We maintain strong relationships with all major suppliers of cranes and other specialized equipment, including
tier-1 crane suppliers, such as Liebherr and Terex Demag, and complex transport equipment suppliers, including
Kamag and Goldhofer. We are a significant customer to these manufacturers due to our scale and are often able
to obtain favorable terms in respect of pricing, equipment specifications, payment terms and delivery dates. For
larger cranes and certain other equipment, we typically negotiate discounts to market prices of new cranes and
other equipment by sourcing directly from the manufacturers. In addition, our strong supplier relationships also
assist us in maintaining flexibility around delivery of new cranes and, if required, we are generally able to
change a crane model or expedite or postpone specific deliveries to match the timing, geographical location and
technical specifications of projects in our pipeline.
In parallel with our acquisition of cranes from third party manufacturers, we have also developed in-house
designs and adapted cranes and other equipment to provide bespoke solutions for our clients. Our in-house
engineering team has designed and built the SGC-120, an innovative and versatile heavy lift crane and one of
the world’s largest mobile cranes in terms of load capacity and range, with a lifting capacity of 3,200 tonnes,
and designed both the Sarens Modular Barge (“SMB”) for complex transport across lakes or inland rivers and
the Sarens Multi Lift Tower to carry vertical and horizontal loads on free-standing towers. We have utilized the
Sarens Multi Lift Tower on projects including the construction of the Wasit gas plant in Saudi Arabia and the
building of an offshore wind farm in Ostend, Belgium. We have also worked closely with crane manufacturers
to create tailor-made solutions, including the adaptation of Terex Demag’s CC9800 mobile crawler crane for use
in wind projects. We believe our in-house research and development capabilities and engineering team help
distinguish us from our competitors and have been a key contributor to winning contract awards from many of
our clients.
High barriers to market entry
We benefit from significant barriers to market entry that limit competition and protect our market position. The
heavy lifting and transport market is a capital intensive industry, requiring substantial and regular investments in
cranes. This is particularly true for larger, complex projects, which cannot be executed without the required
engineering and technical expertise, as well as an extensive fleet of cranes, other specialized equipment and
highly trained employees to prepare, maintain and operate the equipment safely. We provide a rigorous training
program for all of our employees, including specialized training for our crane operators.
The global market in which we operate is characterized by a few large players as a result of the importance of
client relationships, brand name and reputation, technical specifications and the physical condition of cranes and
other equipment, a track record of on-time and on-budget service delivery, a strong safety and training record,
engineering solutions and technical know-how in the selection process for heavy lifting and complex transport
services for large scale projects. We have long-standing client relationships with a number of EPC contractors
who recognize the quality and value we provide. Some of our clients consult us ahead of the bidding process for
their projects and we assist in preparing their bid proposals, which in turn increases the probability of securing a
heavy lift and/or complex transport contract for that project. We have built a track record of executing large
projects, applying the knowledge and solutions developed on past projects on new projects in different
geographies and sectors. Relevant health and safety and environmental certifications are a pre-requisite for the
provision of services in certain industries and sectors, and we hold several industry certificates relating to
quality management (ISO 9001), environmental management systems (ISO 14001) and health and safety
management systems (OHSAS 18001). We have a low accident rate, which is noted by our clients and is often a
pre-requisite for eligibility to bid for a project. All of these factors contribute to our ability to win large, complex
projects and protect and enhance our market position.
Strong historical operational and financial performance
We have a track record of strong operational and financial performance, with revenue growth, stable EBITDA
margins and high cash conversion. In the period from 1993 to 2004, our revenue grew at a CAGR of 12.7%.
Following the consolidation of ownership (utilizing a management buyout structure) by the five current family
shareholders in 2004, our revenue CAGR has increased to 20.5% from 2004 to 2013 and we have maintained
stable EBITDA margins above 24% since 2006. Our revenue growth has accelerated since 2004 due to strong
5
demand in global and regional projects and further expansion of our crane rental business. Through an intensive
capital expenditure program from the beginning of 2007 until the end of 2013, predominantly related to the
purchase of cranes, we have significantly grown our fixed asset base. In addition, we have expanded
internationally through the acquisition of carefully selected local crane operating companies and their assets,
such as Rigging International in the United States, investments in joint venture partnerships, such as our joint
venture in the Middle East with Bahrain-based Nass Group, and greenfield investments in countries such as
Kazakhstan, the Philippines, Colombia and Peru, which have reduced our operational and financial exposure to
any one region. In addition, the required advance planning and longer lead times of our projects activities,
together with our strong projects pipeline, provides us with good visibility over our revenues in the short to
medium term and thereby positively contributes to our ability to manage towards strong operational and
financial performance.
Highly experienced management team and stable ownership
We have a strong executive management team, which we believe is capable of delivering solid performance and
growth going forward. Our executive committee and regional directors have significant experience in the
industry and a proven track record of expanding our operations in new and existing markets both organically
and through strategic acquisitions and partnerships and greenfield investments, while growing our asset base and
our revenues.
As a family-owned business, we have historically benefitted from a stable and long-term private shareholder
base and members of the third generation of our Company’s founder (Frans Sarens) currently own 78% of the
Company. Waterland Private Equity Investments, through Craneco, B.V., an entity held by Waterland Private
Equity Fund IV C.V. (“Waterland PE”), who currently owns the remaining 22% stake in the Company,
acquired an initial 16% stake in the Company through capital increases in 2011 and 2012, which contributed to
the funding of our ambitious growth and capital expenditure program. To support robust corporate governance,
our board of directors includes five non-executive members and we have drawn up guidelines to ensure sound
governance, both within our individual operating companies and in the Group as a whole.
Our Strategy
We intend to pursue the following key elements of our business strategy:
Continue the development and growth of our complex projects business
We plan to continue to develop and grow our complex projects business and to maintain our global market
position as a leading provider of heavy lifting and complex transport services. Furthermore, we intend to focus
in particular on key client sectors (e.g., oil and gas, general industrial, civil works and mining), which we expect
to benefit from positive long-term growth drivers such as regional and global demographic, urbanization and
modularization trends.
Our past projects have involved the provision of both standard and customized services and thereby provide a
wide range of solutions and concepts from which we can extract creative skills and ideas for future projects. We
intend to leverage our extensive experience, technical know-how and engineering expertise, global footprint,
and regional and local presence to continue to secure high value projects worldwide. We also plan to capitalize
on our global client base and strong client relationships to develop customized solutions that allow us to follow
our clients into regions and environments that are difficult to access or that may present unique operating
challenges.
Optimize assets and competencies within our global network and focus on new growth markets
Following our intensive capital expenditure program, we have one of the largest and most diversified fleets of
cranes and other specialized equipment worldwide, as well as highly-qualified employees with experience,
training and dedication. We intend to optimize the deployment and utilization of our fleet and our employees
and plan to increase our local footprint through organic growth, greenfield investments and strategic bolt-on
acquisitions to acquire additional local heavy lifting equipment, particularly in growth markets such as North
America and Central Asia. These markets have several advantages which make them appealing to us, including
attractive contract price and rental rate levels comparable to Europe and long-term growth potential. While
expanding our presence in growth markets, we plan to continue to utilize subcontractors for specific transport,
equipment and manpower requirements to enable us to respond quickly to fluctuations in short-term demand in
6
those markets and until market conditions warrant fully developing our local capabilities and asset base. We
have shifted and intend to continue to shift cranes—through a combination of transporting cranes and selling
used cranes and buying new cranes—from mature markets to growth markets in order to optimize the use of our
assets across our global operations. In addition, part of the development of our footprint will be a focus on
increasing local engineering capabilities through local recruitment and training centers, which we have
successfully undertaken in the past in Asia and the United States. We believe this will allow us to have highly
trained engineers available locally and to be able to respond to business opportunities more swiftly and
distinguish us from local competitors.
Increase profitability in developed regions and pursue attractive revenue growth
In developed regions where our operations are more sophisticated and market conditions are subject to greater
competition, our strategy is to focus on complex and value-added engineering solutions and projects requiring
extensive know-how and technical expertise. This strategy generally includes the combining of our engineering
competencies and rental business to a greater degree, which allows us to provide our project services to a wider
range of clients and to increase utilization of our assets. For example, we acquired a company in Canada with
the credibility and expertise to bid on large projects to enhance our scale in the local market, and, in a separate
initiative, we are building our mechanical maintenance service capabilities on industrial sites in Western Europe
with the target of rolling this out worldwide in the future. We believe this will also foster the development of
innovative heavy lifting and complex transport solutions and support high margins.
We also intend to pursue attractive revenue growth opportunities and plan to efficiently deploy our well-
invested asset base, which we have expanded in recent years, on projects and in markets with higher growth
prospects. In such potential growth markets, we aim to increase our presence by taking market share from
companies with less experience and technical knowledge. We intend to gain further scale to become an
important player in the countries in which we operate, though our aim is not to become the market leader in each
and every market we enter, as we want to retain the flexibility to move assets where needed and not become
overly exposed or dependent on any particular market.
We will focus on overall profitability with strict financial discipline to increase cash flows and deleverage. We
expect our annual capital expenditure in the medium term to be less than capital expenditure in the 2011 to 2013
period, and more in line with 2014, as we have invested heavily in the expansion of our fleet in recent years.
Our long-term objective is to have a capital structure that provides us with the flexibility to take advantage of
market opportunities to grow our business.
Design and development of customized equipment and solutions
In the spirit of our motto, “nothing too heavy, nothing too high”, we intend to continue working closely with
both our clients and suppliers to develop tailor-made equipment and solutions for our clients’ heavy lifting and
complex transport needs. This may include the in-house design and engineering of new equipment, such as the
SGC-120, the Sarens Multi Lift Tower and the Sarens Modular Barge, or the adaptation of third-party
manufactured equipment for a specific project. The adaptation of the CC9800, a mobile crawler crane developed
by Terex Demag, for example, allowed for the rapid dismantling and re-assembly of the crane in order to
provide mobility of an otherwise stationary piece of equipment for the Estinnes wind turbine project in 2014.
We believe the continued development of new equipment and solutions will allow us to continue to transport
and assemble larger and heavier components, leading to more efficient and safer project execution with
significant cost and time savings for our clients.
Trading Update
We have not yet finalized our financial statements in respect of the quarter ended December 31, 2014. Turnover
for the months of October and November increased on a trailing twelve month basis to €637.8 million for the
twelve months ended November 30, 2014 from €628.5 million for the twelve months ended September 30,
2014. The growth in turnover was driven by our business in Eastern Europe, where certain larger projects in
Poland and Kazakhstan became fully operational and the short term rental business continued to develop
positively, our businesses in each of our Asian markets and our business in Mexico, where turnover from the
local rental market increased. EBITDA was largely unchanged on a trailing twelve month basis, at €151.6
million for the twelve months ended November 30, 2014 compared to €151.1 million for the twelve months
ended September 30, 2014. The Company proceeded to reduce debt as part of its planned reduction in capital
expenditures, with total net debt decreasing to €562.9 million as of November 30, 2014 from €575.9 million as
7
of September 30, 2014. This information is based solely on preliminary internal information used by
management and our financial statements for the fiscal year ended December 31, 2014 have not yet been
completed. KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises has not audited, reviewed, compiled or performed
any procedures with respect to the financial information included in the “Trading Update” section.
Our Crane and other Equipment Fleet
As a specialized asset and technology-driven company, we understand that our clients rely on our technology for
their heavy lifting and complex transport requirements. We acquire and develop high-quality equipment, which
we maintain and repair in-house. Our extensive fleet includes the following types of equipment that can be
flexibly deployed for projects around the world in a range of industry sectors:
Telescopic cranes .....................................
Telescopic cranes are typically used for short-term projects for
lifting heavy objects and transporting them to other locations, and
occasionally for long-term projects when the flexibility to move
between lifts is required at the site. They typically have a boom
that consists of a number of tubes fitted one inside the other, and
which can be extended or retracted by a hydraulic, or other
powered, mechanism. Our telescopic cranes range in capacity
from 30 tonnes to 1,200 tonnes.
Lattice boom cranes .................................
The majority of our lattice boom cranes are crawler cranes, which
are capable of traveling with a load. Lattice boom cranes can load
very high capacities relative to telescopic cranes. These cranes
need to be transported and assembled on site to the desired height,
which make them more costly relative to telescopic cranes. Our
lattice boom cranes, which include the SGC-120, range in capacity
from 35 tonnes to 3,200 tonnes.
SPMTs ......................................................
Self-propelled module trailers are a special mobile vehicle of 2 to
10 axle lines and a power pack that are used to transport heavy
structures. Steering is done at a distance by a technical operator.
The use of SPMTs requires a significant amount of engineering,
including consideration of load dimensions, load weight and
transport routes.
Auxiliary cranes, purpose-built and
other special equipment .....................
Auxiliary cranes, purpose-built and other special equipment are
also available to provide a full scope of heavy lifting and complex
transport services. These include: the Sarens Multi Lift Tower
(free-standing towers with lifting beams on top, which are
designed to carry both vertical and horizontal loads); gantries
(cranes that lift objects by a hoist fitted in a trolley for horizontal
movement); strand jacks (a jack that uses hydraulic cylinders and
steel wires to lift heavy components to the required height or pull
(skid) them to a certain position); trailers; and barges, including
the SMB, which is a barge that can be set up in multiple
configurations depending on the required usage and project
parameters.
8
The table below presents a breakdown of our cranes and other equipment as at September 30, 2014.
Number of Equipment As at
September 30, 2014
Number of Cranes Telescopic cranes (<200 tonnes lifting capacity) ............................................................. 1,013
Telescopic cranes (>200 tonnes lifting capacity) ............................................................. 129
Lattice boom cranes ......................................................................................................... 451
SPMT axle lines .............................................................................................................. 1,788
Our History and Development
Company History
In 1955, Frans Sarens established Ondernemingen Sarens—De Coster en Kinderen NV (now Sarens NV) in
Belgium, beginning with an expertise in the transport of trees for forestry works. Over the following decades,
we have grown our business through investment in new equipment and geographical expansion, with a
specialization in heavy lifting, complex transport projects and crane rental services.
Between 1955 and 1970, we acquired our first crawler cranes and telescopic cranes. Between 1970 and 1985,
we expanded our business into The Netherlands, the United Kingdom and Norway and diversified our
equipment with the acquisition of our first barge and SPMTs. Between 1985 and 2000, we moved our
headquarters to Wolvertem, Belgium and expanded our operations into Germany and France, as well as entering
into Poland and Thailand.
We continued to expand by entering into South Africa, North America, Australia and Latin America between
2000 and 2005. In 2002, we created Sarens Nass Middle East (“SNME”), a joint venture with the NASS Group
of Bahrain, and established Sarens Algeria.
From the beginning of 2007 until the end of 2013, we invested €1.1 billion in an intensive capital expenditure
program, predominantly related to the purchase of additional cranes. In parallel with our organic growth, we
acquired a number of targeted businesses to accelerate our internationalization and build market share and in
order to better serve our increasingly global client base.
Between 2009 and 2012, we commenced operations in the USA, Canada, Colombia, Brazil, Chile, Morocco,
Tunisia, Congo-Brazzaville, Namibia, Mozambique, Nigeria, India, Malaysia, Vietnam, Oman, Iraq, Russia,
Ukraine and Lithuania. In 2011, our in-house team developed and constructed the SGC-120, one of the world’s
largest mobile cranes in terms of load capacity and range. In 2013, we commenced operations in Indonesia,
Singapore, Panama and Bolivia and our in-house team developed the SMB, a barge that can be adapted to the
size of a channel or the width of a lock. In 2014, we entered the Philippines and Peru, and grew our operations
in Chile.
Ownership History
From its establishment, the Company has been owned by members of the Sarens family. In 2004, the five
current family shareholders acquired 100% of the shares in the Company previously held by approximately 30
family members. The transaction took place in a debt-financed management buyout and marked the beginning
of a period of global expansion and investment.
In August 2011, Waterland PE acquired 16% of the shares in the Company through capital increases of €50
million in 2011 and €25 million in 2012. In September 2014, Waterland PE increased its shareholding to 22%
through a purchase of existing shares, with the five family shareholders holding the remaining 78% of the shares
of the Company.
The Issuer
The Issuer is a limited liability company (naamloze vennootschap/société anonyme) incorporated under the laws
of Belgium on December 11, 2014. It is a wholly-owned subsidiary of Sarens Bestuur NV and was established
9
for the purpose of issuing the Notes. Its registered office is located at Autoweg 10, 1861 Wolvertem, Belgium
and its telephone number is +32 52 319 319.
The Company
Sarens Bestuur NV, registered with the Crossroads Bank for Enterprises under number 0451.416.125, was
incorporated as a limited liability company (naamloze vennootschap/société anonyme) under the laws of
Belgium. The Company’s registered office is located at Autoweg 10, 1861 Wolvertem. Its telephone number is
+32 52 319 319.
10
SUMMARY CORPORATE AND FINANCING STRUCTURE
The following diagram summarizes our corporate and financing structure after giving effect to the Offering.
Please see “Use of Proceeds”. For a summary of the material financing arrangements identified in this
diagram, please refer to the sections captioned “Capitalization”, “Description of Other Indebtedness” and
“Description of the Notes”. All company ownership is 100% unless otherwise indicated.
Summary legal organisation chart
(1) The Issuer is a limited liability company incorporated in Belgium.
(2) The Notes will be secured on a first-ranking basis by pledges over all of the shares of the Issuer and over the Issuer’s
rights under a loan to Sarens Bestuur N.V. representing the proceeds of the Offering.
(3) The Notes will be guaranteed on a subordinated basis by the Company, until the Existing Belgian Bonds Repayment
Date, then on a senior subordinated basis thereafter, and on a subordinated basis by Sarens NV, and will be guaranteed
on a senior subordinated basis by each of Sarens UK Ltd, Sarens Cranes Ltd., Sarens Materieel B.V. and Sarens BE
NV (together with the Company and Sarens NV, the “Guarantors”). As at and for the year ended December 31, 2013
and the nine months ended September 30, 2014, the Guarantors, together, represented 84.2% and 86.6%, respectively,
of our EBITDA, 26.5% and 24.9%, respectively, of our consolidated turnover and 80.3% and 81.0%, respectively, of
our consolidated assets.
(4) The EH Facility Agreement consists of a €242.5 million Hermes covered credit facility agreement dated June 26, 2012
(and as amended or amended and restated from time to time) between, inter alia, Sarens NV, as the company, Sarens
NV as borrower, the entities listed therein as original guarantors, ING Bank, a branch of ING-DiBa AG as Hermes
agent, ING Bank N.V. as facility agent and security agent and the persons named in that Hermes covered credit facility
agreement as lenders. The facility consists of four tranches of financing. As at September 30, 2014, the Company had
€111.8 million outstanding under the facility. The EH Facility Agreement is guaranteed by each of the Guarantors. See
“Description of Other Indebtedness—EH Facility Agreement.”
(5) The Existing Belgian Bonds were issued by the Company on December 6, 2010 and will mature on December 6, 2016.
As at September 30, 2014, €42.8 million remained outstanding.
(6) The Global Facilities Agreement consists of a €335.0 million Lease Facility and a €90.0 million Revolving Facility
dated March 8, 2012 (and as amended or amended and restated from time to time) for Sarens Bestuur NV, as the
company, arranged by BNP Paribas Fortis SA/NV, ING Bank N.V., KBC Bank NV (as mandated lead arrangers) with
ING Equipment Lease Belgium SA/NV (acting as main lessor and lease agent) and ING Bank N.V. (acting as
Revolving Facility agent and global agent). As at September 30, 2014, Sarens NV had €263.6 million outstanding
under the Lease Facility and €62.0 million outstanding under the Revolving Facility. The Global Facilities Agreement
is guaranteed by each of the Guarantors. For more information on the Global Facilities Agreement, see “Description of
Other Indebtedness—Global Facilities Agreement.”
11
THE OFFERING
The overview below describes the principal terms of the Notes, the Guarantees, the Subordination Agreement
and the Security Documents. It is not intended to be complete and certain of the terms and conditions described
below are subject to important limitations and exceptions. You should carefully review the “Description of the
Notes” section of this Listing Prospectus for more detailed descriptions of the terms and conditions of the
Notes.
Issuer .......................................................... Sarens Finance Company NV, a limited liability company
incorporated under the laws of Belgium.
Parent Guarantor ..................................... Sarens Bestuur NV.
Subsidiary Guarantors ............................. Sarens UK Ltd, Sarens Cranes Ltd, Sarens Materieel B.V., Sarens
BE NV, Sarens NV and any future guarantors that are
subsidiaries of the Company, which provide the Subsidiary
Guarantees.
Guarantors ................................................ Parent Guarantor, Subsidiary Guarantors and Sarens NV.
Notes Offered ........................................... €125.0 million aggregate principal amount of 5.125% Senior
Notes due 2022 (the “Notes”).
Issue Date .................................................. February 5, 2015 (the “Issue Date”).
Issue Price .................................................. 100.000% (plus accrued interest, if any, from the Issue Date).
Maturity Date ............................................ February 5, 2022 (the “Maturity Date”).
Interest Rate .............................................. The Notes will bear interest at a rate of 5.125% per annum.
Interest Payment Dates ............................ Interest on the Notes will be payable semi-annually in arrears on
February 5 and August 5 of each year, commencing on August 5,
2015, and on the Maturity Date. Interest on the Notes will accrue
on the Issue Date.
Interest Rate Step-Up Upon Ratings
Downgrade .............................................
Subject to the terms and conditions set forth in “Description of
the Notes—Interest Rate Step-Up Upon Ratings Downgrade,”
interest on the Notes shall be increased by 75 basis points upon
the occurrence of certain events constituting a downgrade of the
ratings of the Notes.
Denomination ............................................ Minimum denomination of €100,000 and integral multiples of
€100,000 in excess thereof.
Book-Entry and Form .............................. The Notes will initially be represented by one or more Global
Notes, which will be deposited and immobilized with, and held
by, the NBB, as operator of the NBB-SSS, and its participants
(including Euroclear Bank SA/NV and Clearstream Banking,
société anonyme). Except in certain limited circumstances,
definitive notes in registered form will not be issued in exchange
for beneficial interests in the Global Notes.
Ranking of the Notes ................................ The Notes will:
be senior obligations of the Issuer;
12
be secured as set forth under “Security”;
rank pari passu in right of payment with any future
indebtedness of the Issuer that is not subordinated in right of
payment to the Notes; and
rank senior in payment to any future indebtedness of the
Issuer that is expressly subordinated in right of payment to
the Notes.
The Notes will be subject to the terms of the Subordination
Agreement.
Guarantees ................................................ The Notes will be guaranteed (i) on a subordinated basis by
Sarens Bestuur NV (the “Parent Guarantee”) until the Existing
Belgian Bonds Repayment Date, then on a senior subordinated
basis thereafter, (ii) on a subordinated basis by Sarens NV (the
“Sarens NV Guarantee”), and (iii) on a senior subordinated
basis by Sarens UK Ltd, Sarens Cranes Ltd, Sarens Materieel
B.V. and Sarens BE NV (together with the Sarens NV Guarantee,
the “Subsidiary Guarantees” and together with the Parent
Guarantee, the “Guarantees”).
Ranking of the Guarantees ...................... The Guarantee of each Guarantor:
will be a general obligation of such Guarantor;
will be subordinated in right of payment to all existing and
future senior indebtedness of such Guarantor (including
obligations under the Senior Secured Credit Facilities);
will be pari passu in right of payment with all existing and
future indebtedness of such Guarantor that is not expressly
subordinated to and is not senior in right of payment to its
Guarantee, provided that until the Existing Belgian Bonds
Bonds Repayment Date, the Parent Guarantee will be
subordinated in right of payment to the Existing Belgian
Bonds;
will be senior to all future indebtedness of such Guarantor,
if any, that is expressly subordinated in right of payment to
its Guarantee;
will be effectively subordinated to such Guarantor’s existing
and future secured indebtedness that is secured by property
or assets that do not secure its Guarantee to the extent of the
value of such property and assets securing such
indebtedness; and
will be structurally subordinated to all existing and future
indebtedness of any Guarantor’s subsidiaries that do not
guarantee the Notes.
The validity and enforceability of the Subsidiary Guarantees will
be subject to certain local law limitations. See “Limitations on
Validity and Enforceability of the Guarantees and Certain
Insolvency Law Considerations” and “Risk Factors—Risks
relating to the Notes, Our Indebtedness and Our Structure”.
13
Subordination ........................................... The Subordination Agreement sets forth certain restrictions on
the holders of the Notes to enforce their rights under the
Guarantees. To the extent that indebtedness that ranks senior to
the Guarantees remains outstanding, holders of the Notes will be
allowed to take enforcement actions against the Guarantors (other
than Sarens NV) only if (i) payment of such senior indebtedness
has been accelerated or declared prematurely due and payable or
payable on demand or the creditors of such senior indebtedness
have taken any enforcement action under the documents in
relation to such debt, (ii) there is an event of default under the
Notes for failure to pay principal at its originally scheduled
maturity or (iii) a period of not less than 179 days (the “Standstill
Period”) has elapsed from the date that certain representatives of
such senior indebtedness received a notice of enforcement from
the Trustee relating to an event of default under the applicable
documents relating to the Notes and such event of default remains
outstanding at (and has not been waived prior to) the end of the
Standstill Period. The holders of the Notes are not entitled to take
enforcement action against Sarens NV. See “Description of the
Notes—Subordination Agreement.”
Security ...................................................... The Notes and the Guarantees will be secured by:
a first-ranking security interest over all of the share capital
of the Issuer; and
a first ranking security interest in the Notes Proceeds Loan.
Additional Amounts ................................. Any payments made by the Issuer or any Guarantor with respect
to the Notes will be made without withholding or deduction for or
on account of taxes unless required by law. If the Issuer or
Guarantors are required by law to withhold or deduct amounts for
or on account of tax imposed or levied by a tax jurisdiction with
respect to a payment to the holders of Notes, the Issuer or the
relevant Guarantor will, subject to certain exceptions, pay the
additional amounts necessary so that the net amount received by
the holders of the Notes after the withholding or deduction is not
less than the amount that they would have received in the absence
of the withholding or deduction. See “Description of the Notes—
Additional Amounts”.
Optional Redemption ............................... At any time prior to February 5, 2018, the Issuer may on any one
or more occasions redeem all or a part of the Notes at a
redemption price equal to 100% of the principal amount of the
Notes redeemed, plus the applicable “make-whole” premium
(described in this Listing Prospectus) and accrued and unpaid
interest to the redemption date, if any.
At any time on or after February 5, 2018, the Issuer will be
entitled at its option to redeem all or a portion of the Notes at the
redemption prices set forth under the caption “Description of the
Notes—Optional Redemption” plus accrued and unpaid interest to
the redemption date, if any.
At any time prior to February 5, 2018, the Issuer will be entitled
at its option, on one or more occasions, to redeem the Notes in an
aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Notes with the net cash proceeds from
certain equity offerings at a redemption price equal to 105.125%
14
of the principal amount outstanding in respect of the Notes, plus
accrued and unpaid interest to the redemption date, if any, so long
as at least 65% of the aggregate principal amount of the Notes
remains outstanding immediately after each such redemption and
each such redemption occurs within 120 days after the date of the
relevant equity offering.
Optional Redemption for Tax Reasons ... In the event of certain developments affecting taxation or in
certain other circumstances, the Issuer may redeem the Notes in
whole, but not in part, at any time, at a redemption price of 100%
of the principal amount, plus accrued and unpaid interest, if any,
and additional amounts, if any, to the date of redemption. See
“Description of the Notes—Redemption for Changes in Taxes”.
Change of Control .................................... Upon the occurrence of certain events constituting a change of
control, the Issuer may be required to redeem the Notes at a
purchase price in cash equal to 101% of the principal amount
thereof on the date of purchase plus accrued and unpaid interest,
if any, to the date of purchase, other than with respect to any
Notes of holders which do not require such redemption. See
“Description of the Notes—Mandatory Redemption—Change of
Control”.
Certain Covenants .................................... The Indenture will contain covenants that, among other things,
will limit the ability of the Company and its restricted
subsidiaries to, among other things:
incur or guarantee additional debt and issue certain
preferred stock;
pay dividends or make other distributions or investments or
purchase or reduce or redeem our stock;
make investments or other restricted payments;
enter into agreements that restrict our restricted subsidiaries’
ability to pay dividends;
transfer or sell assets;
engage in certain transactions with affiliates;
create liens on assets to secure indebtedness;
impair security interests; or
merge or consolidate with other entities or transfer all or
substantially all of the Issuer’s or a Guarantor’s assets.
Each of these covenants is subject to significant exceptions and
qualifications. See “Description of the Notes—Certain
Covenants”.
Use of Proceeds ......................................... We will use the gross proceeds of the Notes to (i) acquire assets
currently held off balance sheet under operating leases and
purchase options; (ii) refinance existing debt; and (iii) pay fees
and expenses arising from the Offering. See “Use of Proceeds”.
15
Transfer Restrictions ................................ We have not registered the Notes or the Guarantees under the US
Securities Act and do not intend to do so. You may only offer or
sell Notes in a transaction exempt from or not subject to the
registration requirements of the US Securities Act. See “Notice to
Investors”. We have not agreed to, or otherwise undertaken, to
register the Notes under the US Securities Act.
No Prior Market ....................................... The Notes will be new securities for which there is currently no
established trading market. Although the Initial Purchasers have
advised us that they intend to make a market in the Notes, they
are not obligated to do so and they may discontinue market
making at any time without notice. Accordingly, there is no
assurance that an active trading market will develop for the
Notes.
Listing ........................................................ Application has been made for the Notes to be listed on the
Official List of the Luxembourg Stock Exchange and to be
admitted for trading on the Euro MTF Market. There are no
assurances that the Notes will be admitted to the Official List of
the Luxembourg Stock Exchange.
Governing Law for the Notes, the
Guarantees and the Indenture ...............
New York law.
Governing law for the Subordination
Agreement ..............................................
English law.
Trustee and Security Agent ..................... The Bank of New York Mellon, London Branch.
Listing and Paying Agent ......................... ING Belgium SA/NV.
Domiciliary Agent ..................................... ING Belgium SA/NV.
Registrar and Transfer Agent ................. The Bank of New York Mellon (Luxembourg) S.A.
Risk Factors .............................................. Investing in the Notes involves a high degree of risk. You should
consider carefully all of the information in this Listing Prospectus
and, in particular, you should evaluate the specific risk factors set
forth in the “Risk Factors” section of this Listing Prospectus
before making a decision as to whether to invest in the Notes.
16
SUMMARY HISTORICAL AND OTHER FINANCIAL INFORMATION
The Issuer was incorporated on December 11, 2014 for the principal purpose of issuing the Notes. It has no
material assets or liabilities (other than those that result from the offering of the Notes) and it has not engaged in
any activities other than those related to its formation in preparation for the Offering.
The following tables present our summary Group financial data. The financial statement data presented as at and
for the years ended December 31, 2011, 2012 and 2013 have been derived from our Annual Consolidated
Financial Statements included elsewhere in this Listing Prospectus and from our Annual Consolidated Cash
Flow Statement. The financial statement data presented as at September 30, 2014 and for the nine months ended
September 30, 2013 and 2014 has been derived from our unaudited Interim Condensed Consolidated Financial
Statements and from our Interim Consolidated Cash Flow Statement included elsewhere in this Listing
Prospectus.
In addition, the Listing Prospectus includes certain unaudited financial information for the twelve-month period
ended September 30, 2014. The unaudited consolidated profit and loss statement information and the other
financial and operating information presented in this Listing Prospectus for the twelve months ended September
30, 2014 has been calculated by taking the unaudited condensed consolidated profit and loss statement for the
nine months ended September 30, 2014 and adding them to the difference between the results of operations for
the full year ended December 31, 2013 and the nine months ended September 30, 2013. Such period has been
prepared solely for the purposes of the Listing Prospectus and is for illustrative purposes only and is not
necessarily representative of our results of operations for any future period, or our financial condition at any
date. The following tables also include certain unaudited Group pro forma financial information that has been
adjusted to reflect certain effects of the Offering and use of proceeds therefrom set forth under “Use of
Proceeds” on our pro forma EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total
net debt and interest expense as at and for the twelve months ended September 30, 2014 as if the Offering and
the use of proceeds therefrom had occurred (a) on September 30, 2014 for the purposes of the calculation of pro
forma cash and cash equivalents, senior debt, total debt, senior net debt and total net debt and (b) on October 1,
2013 for the purposes of the calculation of pro forma EBITDA and interest expense. The unaudited Group
financial information has been prepared for illustrative purposes only and does not purport to represent what our
actual EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total net debt and interest
expense would have been if the Offering and use of proceeds therefrom had occurred on such date, nor do they
purport to project our EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total net debt
and interest expense at any future date.
Also presented below is summary unaudited pro forma financial data, which has been prepared to give pro
forma effect to the Offering and the use of proceeds therefrom set forth under “Use of Proceeds”. The unaudited
pro forma financial data is for informational purposes only, and does not purport to present what our results of
operations and financial position would have been had the Offering and the use of proceeds therefrom set forth
under “Use of Proceeds” actually occurred as described, nor does it project our results of operations for any
future period or our financial condition at any future date. While the unaudited pro forma financial data has been
derived from historical financial information prepared in accordance with BE GAAP, such financial data
contains financial measures other than those used in accordance with BE GAAP and should not be considered in
isolation from or as a substitute for our historical financial information. The unaudited pro forma financial data
has not been prepared in accordance with the Prospectus Directive or any generally accepted accounting
standards. Neither the assumptions underlying the adjustments nor the resulting unaudited pro forma financial
data have been audited or reviewed in accordance with any generally accepted auditing standards.
The financial statement and other data set forth in the following tables should be read in conjunction with, and
are qualified in their entirety by reference to, the consolidated financial statements and the accompanying notes
included in this Listing Prospectus. The tables below should be read together with the sections entitled
“Presentation of Financial and Other Information”, “Capitalization”, “Use of Proceeds”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” “Selected Financial Data”, our
annual financial statements, interim financial statements and related notes.
17
Consolidated Profit and Loss Statement
Year ended December 31,
Nine months ended
September 30,
Twelve months
ended
September 30,
2011 2012 2013 2013 2014 2014
(audited) (unaudited) (unaudited) (€ million)
Turnover ........................................................... 470.0 560.3 592.1 439.1 475.5 628.5
Stocks of finished goods and contracts in progress ........... (1.9) 0.0 (0.7) (0.1) 0.1 (0.5)
Own work capitalised ....................................................... 9.5 5.1 2.2 1.4 3.0 3.8 Other operating income .................................................... 11.1 10.1 15.6 11.9 11.0 14.7
Total operating income ........................................ 488.7 575.6 609.1 452.3 489.6 646.4
Raw materials and consumables ....................................... (48.0) (39.1) (39.0) (27.5) (33.6) (45.1) Services and other goods .................................................. (175.0) (219.2) (243.5) (176.5) (205.5) (272.5)
Remuneration, social security costs and pensions ............. (131.9) (155.1) (167.2) (124.4) (129.8) (172.6)
Depreciations and amounts written off on formation expenses, intangible fixed assets, tangible fixed assets
and positive consolidation differences ........................... (76.6) (86.3) (97.0) (71.4) (69.5) (95.1)
Amounts written off stocks, contracts in progress and trade debtors ........................................................................... (15.7) (6.7) (6.9) (3.5) (4.2) (7.6)
Provisions for liabilities and charges ................................ (2.4) (4.0) (1.1) 1.8 (1.1) (4.0)
Other operating charges .................................................... (7.1) (13.2) (8.6) (7.3) (4.0) (5.3)
Total operating charges ........................................ (456.8) (523.6) (563.1) (408.8) (447.7) (602.2)
Operating profit/(Loss) ........................................ 31.9 52.0 46.0 43.5 41.9 44.4
Financial income ................................................. 25.0 15.8 15.6 17.5 27.1 25.2
Financial charges ................................................ (45.1) (51.0) (66.1) (57.6) (42.8) (51.3) Profit/(Loss) on ordinary activity before taxes .......... 11.8 16.7 (4.6) 3.4 26.2 18.1
Extraordinary income .......................................... 0.1 0.7 2.6 2.8 — (0.2)
Extraordinary charges ......................................... (0.5) (2.3) (0.1) (1.0) — 0.9 Profit/(Loss) for the period before taxes .................. 11.4 15.1 (2.0) 5.2 26.2 18.8
Transfer to/from deferred taxes ......................................... 0.2 (7.6) (7.6) (8.0) (9.2) (8.8)
Income taxes ..................................................................... (6.8) (4.9) (9.1) (6.8) (6.5) (8.8)
Income tax expenses ............................................ (6.6) (12.5) (16.7) (14.8) (15.7) (17.6)
Profit/(Loss) of the period ..................................... 4.7 2.7 (18.7) (9.6) 10.5 1.2
18
Consolidated Balance Sheet
As at December 31,
As at
September 30,
2011 2012 2013 2014
(audited) (unaudited) (€ million)
Fixed assets Formation expenses and intangible fixed assets ................................................ 7.6 26.5 23.7 20.4
Positive consolidation differences ..................................................................... 5.3 4.4 4.0 3.2
Tangible fixed assets ......................................................................................... 706.5 799.8 812.6 817.1 Financial fixed assets ......................................................................................... 2.9 3.6 2.7 5.0
Total fixed assets ........................................................................... 722.4 834.3 843.0 845.7
Current assets
Other amounts receivable after more than 1 year .............................................. 5.4 4.4 8.7 8.7
Stocks and contracts in progress ........................................................................ 5.5 5.5 5.6 8.0
Trade debtors ..................................................................................................... 144.4 155.0 159.7 195.2
Other amounts receivable within 1 year ............................................................ 39.0 39.9 39.1 44.7 Cash at bank and in hand ................................................................................... 18.8 40.2 42.4 35.6
Deferred charges and accrued income ............................................................... 14.1 17.3 18.9 16.4
Total current assets ........................................................................ 227.3 262.3 274.4 308.6
Total Assets .................................................................................. 949.7 1,096.7 1,117.4 1,154.3
Equity
Capital ............................................................................................................... 55.0 80.0 80.0 80.0
Revaluation surplus ........................................................................................... 7.6 7.3 7.7 7.7 Consolidated reserves ........................................................................................ 166.0 168.4 151.8 162.2
Negative consolidation differences .................................................................... 2.1 2.2 2.2 2.2
Translation differences ...................................................................................... (2.4) (3.8) (11.1) (6.3)
Total equity .................................................................................. 228.4 254.1 230.6 245.8
Minority interests .......................................................................... 4.9 4.3 4.2 4.4
Provisions and deferred taxes
Provisions for liabilities and charges ................................................................. 9.0 13.0 15.0 15.2 Deferred taxes ................................................................................................... 69.0 76.5 83.2 92.9
Total provisions and deferred taxes ................................................... 78.0 89.5 98.1 108.1
Amounts payable over 1 year
Subordinated loans ............................................................................................ 50.3 40.8 41.9 42.8 Leasing and other similar obligations ................................................................ 237.5 246.4 219.2 230.8
Credit institutions .............................................................................................. 74.2 130.7 219.7 219.7
Other loans ........................................................................................................ 1.4 1.5 3.1 3.5
Total financial debts ....................................................................... 363.5 419.4 483.9 496.8
Amounts payable within 1 year Current portion of amounts payable over 1 year falling due within 1 year and
financial debts—credit institutions ................................................................. 142.0 166.5 117.2 114.8
Trade debts ........................................................................................................ 71.5 102.9 121.1 122.6 Advances received on contracts in progress ...................................................... 1.7 6.1 4.2 1.1
Taxes, remuneration, social security and other amounts payable ...................... 51.8 43.6 47.9 50.9
Total amounts payable within 1 year ................................................. 267.0 319.1 290.4 289.4
Accruals and deferred income .......................................................... 7.9 10.3 10.1 9.8
Total liabilities .............................................................................. 949.7 1,096.7 1,117.4 1,154.3
19
Consolidated Cash Flow Statement
Year ended December 31,
Nine months
ended
September 30,
Twelve months
ended
September 30,
2011 2012 2013 2013 2014 2014
(unaudited for all periods) (€ million)
Cash flow from operating activities ................................. 92.4 141.7 130.7 68.3 70.6 133.0
Cash flow from investing activities .................................. (177.2) (177.0) (109.7) (97.6) (64.8) (76.8)
Cash flow from financing activities .................................. 80.2 57.4 (20.3) 26.6 (12.4) (59.3) Cash and cash equivalents at end of period ....................... 18.9 40.2 42.4 40.7 35.6 35.6
Other Financial Information
Revenue by Business Segment
Year ended December 31,
Nine months
ended
September 30,
Twelve months
ended
September 30,
Business Segment 2011 2012 2013 2013 2014 2014
(unaudited) (€ million)
Global Projects .............................................................................. 113.4 93.4 83.7 62.9 69.2 89.9
Regional Operations
Europe Western Europe .......................................................... 174.3 188.0 209.0 154.1 154.4 209.3
Eastern Europe ........................................................... 37.3 30.6 29.6 19.8 31.4 41.1
Middle East and Africa Middle East ................................................................ 16.0 24.2 31.5 24.5 24.1 31.1
North Africa ............................................................... 13.5 14.1 16.3 11.1 13.5 18.7
South Africa ............................................................... 27.6 46.4 41.3 30.0 33.9 45.3
Asia Pacific
Asia ............................................................................ 18.6 35.5 34.2 27.4 38.5 45.2
Oceania ...................................................................... 21.5 41.0 59.5 44.7 31.9 46.8
Americas
North America............................................................ 25.8 50.9 56.0 42.6 48.6 61.9
Latin America ............................................................ 15.2 33.4 30.0 21.1 29.8 38.7
Regional Operations Sub-Total .................................................... 349.8 464.3 507.3 375.3 406.1 538.1
Others(1) .......................................................................................... 6.8 2.6 1.1 0.9 0.3 0.5
Total ............................................................................................... 470.0 560.3 592.1 439.1 475.5 628.5
(1) Others includes turnover from leasing and trading activities.
20
Pro Forma Financial Information
As at and for the
twelve months ended
September 30, 2014
(unaudited)
EBITDA(1) .................................................................................................................... €151.1 million
Pro forma EBITDA(2) .................................................................................................. €177.5 million
Pro forma cash and cash equivalents ........................................................................... €35.6 million
Pro forma senior debt(3) ............................................................................................... €528.8 million
Pro forma total third-party debt(3) ................................................................................ €696.6 million
Pro forma senior net debt(4) .......................................................................................... €493.2 million
Pro forma total net debt(5) ............................................................................................ €661.0 million
Pro forma net interest expense(6)(7) ............................................................................... €35.1 million
Ratio of pro forma senior net debt to pro forma EBITDA .......................................... 2.78:1
Ratio of pro forma total net debt to pro forma EBITDA ............................................. 3.72:1
Ratio of pro forma EBITDA to pro forma net interest expense(6)(7) ............................. 5.22:1
______________
(1) EBITDA is not a term used in the consolidated financial statements, which are prepared in accordance with BE GAAP.
EBITDA represents operating (loss)/profit before depreciation, amortization and impairment; amounts written off on
inventories and trade debtors; and provisions for liabilities and charges.
We believe that EBITDA is meaningful for investors because it provides an analysis of our operating results,
profitability and ability to service debt. In addition, this measure is used by our management to track our business
evolution, establish operational and strategic targets, and make important business decisions.
EBITDA is also commonly reported and widely used by investors, securities analysts and other interested parties in
our industry as a supplementing measure of operating performance and liquidity. EBITDA is not a measure of
performance under BE GAAP and you should not consider this measure as an alternative to (a) operating income or
profit for the period as a measure of our operating performance; (b) cash flows from operating, investing and financing
activities as a measure of our ability to meet our cash needs; or (c) any other measures of performance under generally
accepted accounting principles. For a description of the limitations of EBITDA as a financial measure, see
“Presentation of Financial and Other Information—Non-BE GAAP Financial Measures”.
The following table reconciles operating profit/(loss) to EBITDA for the periods indicated:
Year ended
December 31,
Nine months ended
September 30,
Twelve
months
ended
September
30,
2011 2012 2013 2013 2014 2014
(€ million)
Operating profit .............................................. 31.9 52.0 46.0 43.5 41.9 44.4
Depreciation, amortization and impairment(a) ........................................................... 76.6 86.3 97.0 71.4 69.5 95.0
Write-offs on inventories and trade debtors(b) ............. 15.7 6.7 6.9 3.5 4.2 7.6
Provisions for liabilities and charges(c) ....................... 2.4 4.0 1.1 (1.8) 1.1 4.0
EBITDA ......................................................... 126.7 148.9 150.9 116.6 116.8 151.1
(a) Accounts for depreciation of €73.6 million, €83.6 million, €93.7 million, €68.9 million, €68.6 million, and €93.3
million, and amortization of €3.0 million, €2.7 million, €3.3 million, €2.5 million, €0.9 million, and €1.7 million
for the years ended December 31, 2011, 2012 and 2013, the nine months ended September 30, 2013 and 2014
and the twelve months ended September 30, 2014, respectively; impairment was nil for all periods.
(b) Primarily involves write downs of overdue trade receivables. The Company writes down trade receivables by
10%, 25% and 50% when they are overdue by 60 days, 90 days and more than 120 days, respectively, and by
100% when the customer defaults or files for bankruptcy.
(c) Includes changes in reserves for certain claims and other liabilities, including in the present period for an
outstanding Belgium tax dispute and certain client claims.
(2) Reflects the expected effect of €18.5 million in reduced operational lease charges and €7.9 million of reduced rental
charges resulting from operating leases being acquired and coming on balance sheet as part of the Refinancing. See
“Use of Proceeds”.
21
(3) Reflects the incurrence of indebtedness from the Offering of the Notes of €125.0 million and the repayment of €40.0
million of indebtedness under the Revolving Facility under the Global Facilities Agreement. See “Use of Proceeds”.
(4) Represents pro forma senior debt less pro forma cash and cash equivalents.
(5) Represents pro forma total third-party debt less pro forma cash and cash equivalents.
(6) Reflects an increase in net interest expense due to the net effect of the incurrence of indebtedness from the Notes and a
decrease in interest expense from the repayment of €40.0 million of indebtedness under the Revolving Facility under
the Global Facilities Agreement. See “Use of Proceeds”.
(7) Net interest expense excludes the non-cash payment in kind interest paid on the Existing Belgian Bonds, which
amounted to €1.1 million.
22
RISK FACTORS
An investment in the Notes involves a high degree of risk. Prospective investors should consider carefully the
risks set forth below together with the other information contained in this Listing Prospectus prior to making
any decision to invest in the Notes. Each of the risks highlighted below could have a material adverse effect on
our business, financial condition, results of operations or prospects, which in turn could have a material
adverse effect on the amount of principal and interest that investors will receive in respect of the Notes. In
addition, the value of the Notes could decline due to any of these risks, and investors could lose some or all of
their investment.
Potential investors should note that the risks described below are not the only risks we face. We have described
only the risks we consider to be material. However, there may be additional risks that we currently consider not
to be material or of which we are not currently aware, and any of these risks could adversely affect our
business, financial condition, results of operations or prospects.
This Listing Prospectus contains “forward-looking” statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the forward-looking statements. Factors that might
cause such differences include those discussed below and elsewhere in this Listing Prospectus. See “Forward-
looking Statements”.
Risks related to our Business and Industry
We are subject to intense competition from local and international providers of heavy lifting, complex
transport and specialized crane rental services.
Our activities are subject to intense competitive pressure from local and international crane operators. While the
global market is dominated by a few large players with extensive fleets of equipment and significant resources,
local markets are fragmented, with a large number of regional and local players. Some of our competitors in
both the global market and certain local markets may have greater financial resources than we do.
Competition is based on an array of different factors, some of which are interrelated, including (i) price; (ii)
technical specifications and condition of cranes and other equipment; (iii) engineering solutions and technical
know-how; (iv) range and timeliness of the services offered; (v) client relationships; (vi) a track record of
delivery; (vii) the willingness to accept higher contractual risks in tender contracts; (viii) compliance with health
and safety and environmental standards; (ix) brand name and reputation; and (x) relevant certifications. If we are
unable to maintain our competitiveness in relation to any one, or a combination of these factors, we may not be
able to win new contracts and may potentially lose existing client relationships, which will adversely affect our
business, financial condition, results of operations and prospects. For example, the development of new
technologies by competitors or the entry into one of our markets of any new or existing competitor may impact
our competitive position. We may need to introduce advanced technology and upgrade our cranes and other
equipment to match those offered by our competitors, which could involve significant investments. We cannot
be certain that our equipment and services will continue to compete successfully with those of our competitors
or that we will be able to retain our client base or improve or maintain our profit margins, any of which could
materially and adversely affect our business, financial condition, results of operations and prospects.
Our future business performance depends on our ability to win new contracts, and our ability to execute,
renew and extend existing contracts.
We participate in tender processes to win new contracts. It is generally difficult to predict whether we will be
awarded such contracts. The tenders are affected by a number of factors beyond our control, such as market
conditions, financing arrangements and governmental and co-venturer approvals required of our clients.
Additionally, some of the tenders in which we participate may be open for longer than is typical. Our continued
participation in such tenders necessarily uses some of our internal resources which may constitute an indirect
cost for us because those resources may be more efficiently allocated elsewhere. For example, our sales teams,
engineers and operations teams may use time and resources undertaking complex structural studies to propose
customized solutions for a particular project bid for which we may not be successful.
Even if we are awarded a contract following a successful bid process, we may not be able to execute such
contract or renew or extend existing contracts. Our pipeline of orders is subject to substantial fluctuations and is
23
not necessarily indicative of our expected turnover, cash flow or results of operations. Unforeseen events or
circumstances, including, for example, termination of the contract or project, delay, scope reduction or
adjustments, increased time requirements to complete the work, delays in commencing work, disruption of
work, irrecoverable cost overruns or other unforeseen events may affect projects within our pipeline and could
have a material adverse effect on our business, financial condition, results of operations and prospects. There
can also be no assurance that we will secure contracts equivalent in scope and duration to replace any lost
contract.
Our business depends on the level of expenditure by the oil and gas, general industrial, onshore and offshore
wind power, civil works, offshore and module yards, nuclear and conventional power plant and mining
industries and, as a result, on fluctuating prices of, and supply and demand in those industries.
We provide heavy lifting, complex transport and crane rental services to the oil and gas, general industrial,
onshore and offshore wind power, civil works, offshore and module yards, nuclear and conventional power
plant and mining industries. Our clients engage us to provide services in connection with industrial and
infrastructure construction, installation, renovation, maintenance and removal projects, which require significant
expenditure by them. The levels of expenditure in the industries that we serve are subject to fluctuations and
depend on a variety of factors including: governmental policies; political conditions or unrest; the availability of
financing; the availability of leases or permits; regulatory restrictions on pricing; and other factors beyond our
control. Oil, gas, coal and metals prices are volatile, and may be affected by general economic, environmental
and political conditions; actions taken by national or international regulatory bodies; technological advances;
weather conditions and other factors beyond our control. Declines in prices or expectations of such declines can
lead to lower levels of capital expenditure by our clients in these sectors.
These industries are subject to cyclical movements in the economy, and a downturn in such industries could
result in downsizing, delays or cancellations of projects that result in reduced expenditures by these industries in
the regions where we operate or may operate in the future. Any decline in expenditures in these industries may
result in decreased demand for our services. This may in turn result in increased pricing pressure, securing fewer
and less profitable new contracts and securing fewer extensions or renewals of existing contracts, among other
consequences.
Any of the events discussed above may have a material adverse effect on our business, financial condition,
results of operations and prospects.
A downturn in the domestic, regional or global economy may adversely affect our business.
We are exposed to risks associated with any future downturn in the domestic, regional or global economy.
Whilst macroeconomic indicators have significantly improved since the global financial crisis from 2008 to
2011, there can be no assurance that economic performance, whether globally or in the regions in which we
operate, can or will be sustained in the future. To the extent that economic growth or performance, either
globally or in the regions in which we operate, slows or begins to decline, it could result in a general reduction
in business activity, negatively impacting our client base, and consequently lead to a loss of income for us. For
example, the Australian economy is experiencing a downturn, which has led to a decrease in new investments,
particularly in the mining sector. Economic uncertainty exacerbates negative trends in the sectors that we serve
and may cause certain clients to cancel, delay or refrain from placing orders.
A loss of investor confidence in the financial systems of emerging as well as mature markets may cause
increased volatility in the financial markets in the countries and regions in which we operate. Difficulties in
obtaining capital and deteriorating market conditions may also lead to the inability of some clients to obtain
affordable financing, resulting in decreased demand or cancellation of projects. For example, in the wake of the
global financial crisis, a project in Panama was delayed after partial execution due to financing issues and our
Browse LNG project in Oceania was cancelled due to uncertainty regarding financing.
Any such increased volatility or economic slowdown or contraction in the countries and regions in which we
operate could have a material adverse effect on our business, financial condition, results of operations and
prospects.
24
Our international operations expose us to risks inherent to international business, any of which could affect
our results of operations.
We conduct our business in various countries outside of Belgium: in certain Middle Eastern countries (including
Bahrain, Iraq, Qatar, Saudi Arabia, and United Arab Emirates); African countries (including Algeria, Congo-
Brazzaville, Ivory Coast, Nigeria, and South Africa); Asian countries (including India and Thailand); Latin
America (including Bolivia, Brazil, Chile and Colombia); and other European countries (including France,
Germany, Ireland, Lithuania, the Netherlands, Norway, Poland, Russia, Serbia, Ukraine and United Kingdom).
Our operations are therefore subject to many of the risks inherent in conducting business in numerous
jurisdictions, including, among others:
fluctuations in local and regional economic growth;
political, social and macroeconomic instability;
high inflation;
devaluation, depreciation or excessive volatility of local currencies;
foreign exchange controls or restrictions on profit repatriation or dividend payments;
changing regulations relevant to the industries in which we operate and the sectors we serve;
blackouts or temporary reductions in power or other public services;
delays in the transportation of our cranes and other special equipment;
import and export restrictions resulting in delays or prohibitions on the movement of our cranes,
limiting our flexibility to shift our cranes in response to market opportunities;
restrictions on currency conversions;
variations in business practices;
changes in local employment conditions; and
global and regional pandemics.
In certain emerging market countries, including but not limited to Bolivia, Brazil, Indonesia, Ivory Coast,
Mexico, Nigeria, Peru, the Philippines, Thailand or Vietnam, our activities involve a number of risks that are
more prevalent than in developed markets, such as economic and governmental instability, complex
administrative systems, the possibility of significant amendments to, or changes in, the application of
governmental regulations, the nationalization and expropriation of private property, payment collection
difficulties, theft, social problems, substantial fluctuations in interest and exchange rates, changes in the tax
framework or the unpredictability of enforcement of contractual provisions, currency control measures and other
unfavorable interventions or restrictions imposed by public authorities.
In addition, we have expanded our operations in the Middle East. Since 2011, there has been political unrest in a
number of countries in which we operate in the Middle East and North Africa, including Algeria, Bahrain,
Egypt, Iraq, Morocco, Oman, Saudi Arabia and Tunisia. This unrest has ranged from public demonstrations to,
in extreme cases, terrorism, armed conflict and civil war and has given rise to increased political uncertainty
across the region. Our business may be affected by the financial, political and general economic conditions
prevailing from time to time in the Middle East. It is not possible to predict the occurrence of events or
circumstances such as war or other hostilities, or the impact of such occurrences, and we may be unable to
sustain our current profit levels if adverse political events or circumstances were to occur.
Furthermore, we may not be able to adequately assess the risks of operating in new jurisdictions. An occurrence
of any of the foregoing risks or failure by us to correctly identify the risks associated with our international
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operations could have a material adverse effect on our business, financial condition, results of operations and
prospects.
We are subject to risks related to workplace health and safety.
The provision of heavy lifting, transport and specialized crane rental services exposes us to a number of safety
risks, such as mechanical failures, hazardous locations of projects sites or adverse weather. Workplace incidents
can place employees and third parties in physical danger and have significant negative consequences, including
loss of life. Although we strive for an incident-free workplace, employees and third parties in the vicinity of our
operations have in the past suffered work-related injuries, permanent disabilities, and fatalities, including one
fatality in 2013, and could in the future suffer injury, illness or death as a result of incidents or accidents. As a
consequence we have been, and may in the future be, subject to liability related to personal injury and
workplace safety. Any such incident could also have an adverse impact on our reputation.
Our operations are subject to laws and regulations governing health and safety matters, protecting both the
public and our employees. Due to such regulatory requirements and the number of projects we work on, health
and safety performance is critical to the success of all areas of our business. Any failure in health and safety
performance may result in penalties for non-compliance with relevant regulatory requirements. Additionally, a
failure which results in a major or significant health and safety incident is likely to be costly in terms of
potential liabilities incurred as a result and could result in the loss of certifications, authorizations and licenses
which are pre-requisites for bidding on projects. Furthermore, a failure or alleged failure to comply with safety
standards could generate significant adverse publicity and have a negative impact on our reputation and our
ability to win new business, which in turn may have a material adverse impact on our business, financial
condition, results of operations and prospects.
If a large number of cranes in our fleet were out of operation at any one time, we would suffer a significant
financial impact.
When our cranes are not in operation, whether as a result of maintenance or otherwise, we lose revenue. We
may not be able to accurately predict the time required for our cranes to be off hire. We provide our cranes for
the completion of large scale projects which are complex and can be subject to delays due to factors outside of
our control, such as financing, adverse weather, force majeure events, acts of local authorities, delays in
obtaining permits, customs clearance, or other approvals. As a result, our cranes may not be in operation for
long periods of time and we may incur high idle costs.
Additionally, a number of our cranes may be required to be out of service at the same time, or a crane may be
out of service for longer than expected or the cost of repairs may be greater than budgeted. As our fleet ages, the
maintenance needs of our cranes also increase, which could lead to more cranes being off hire for longer periods
of time, as well as higher maintenance costs. If any of above were to occur, there could be a material adverse
effect on our business, financial condition, results of operations and prospects.
We rely on third parties for the procurement of equipment and components and for the provision of certain
services.
We rely on third-party suppliers for cranes and other equipment, parts and transportation of such equipment. For
example, our large cranes are primarily built by only two manufacturers, Liebherr and Terex Demag, who
manufactured approximately 50% of our total crane fleet. To the extent that we cannot acquire, lease or rent
equipment according to the specifications agreed with clients, our ability to complete a contract in a timely
fashion or at a profit may be impaired.
If a subcontractor or a manufacturer is unable or unwilling to deliver its services, equipment or materials
according to the negotiated terms or on time, we may be unable to obtain such services, equipment or materials
in a timely manner and may experience delays in completing the project, thereby incurring penalties. If the
amount we are required to pay for renting equipment exceeds the amount estimated in bidding for fixed price
work, we could incur losses under the relevant contracts. If agreements with our suppliers were terminated, we
may be unable to re-negotiate similar terms, including prices and payment terms, and we may lose the flexibility
to match deliveries with the timing, geographical location and technical specifications of projects in our
pipeline.
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Furthermore, where a subcontractor fails to meet quality standards or to deliver its services or equipment
according to negotiated terms or in a timely manner, we may be subject to claims and harm to our reputation.
The resulting additional costs or claims may be substantial, and we may be required to compensate our client.
We may not be able to recover these costs, in whole or in part, from the relevant subcontractor, which may
reduce our profit or result in a loss on the project for which the services, equipment or materials were needed.
Any of the foregoing risks could have a materially adverse effect on our business, financial condition, results of
operations and prospects.
Failure or delay in managing large projects may adversely affect our operations.
A significant part of our revenues results from large projects that can take months and sometimes years to
conclude. Large projects entail certain risks, such as interruptions, delays, errors or omissions in project
planning or engineering, and increased costs of equipment and labor. Any failure by us or our subcontractors to
meet the agreed budgets and deadlines, any interruptions arising from adverse weather conditions or technical or
environmental difficulties, may result in excess costs, disputes with our counterparties, loss of reputation,
delays, indemnities payable to our clients, and additional costs payable to our subcontractors.
If one or more of the projects sites were to be exposed to fire, earthquake, flood or a natural disaster, adverse
weather conditions, crime or terrorism, power loss, health epidemics, or other catastrophe, or if unexpected
geological or other adverse physical conditions were to develop at the projects sites, we may not be able to
operate at those locations or such operations could be significantly impeded, delayed or reduced. A period of
disruption and costly remediation may have a material adverse effect on our business, financial condition,
results of operations and prospects.
In addition, with regards to projects of long duration, we may be exposed to the risk that inflation will reduce
profitability in circumstances where our costs increase materially over the term of the project. If the project is
significant, or if there are one or more issues that impact multiple projects, cost overruns, delays or issues with
the quality or availability of supplies may have a material adverse effect on our business, financial condition,
results of operations and prospects.
In our contracts, we typically include contractor and subcontractor liability clauses to cover the failure to meet
agreed budgets and deadlines, but such liability clauses may not entirely cover any or all of the losses we may
incur. In our contracts we typically agree a fixed price for a defined scope of work set on the date a contract is
awarded, which generally cannot be altered except in limited circumstances. For these contracts, we bear the
risk of paying some, if not all, of any cost overruns, particularly if the scope of our services is not clearly
defined or is disputed by the client. In the event of project delays, we typically receive revenue later than
expected and could incur extra costs. If delays are attributed to us, we could face penalties and even contractual
termination. For larger projects, the risks associated with agreed milestones for the performance and completion
of services are inherently greater.
Our joint ventures may not be successful, may be subject to management risks and result in additional costs.
We have formal joint venture arrangements in the Middle East, including Sarens Nass Middle East, a joint
venture with the Nass Group of Bahrain, as well as in Algeria, Brazil and Nigeria.
Although we have sought to protect our interests in relation to our existing joint ventures, there can be no
assurance that these steps have been, or will be, effective. We do not have unilateral control over our joint
ventures and are thus subject to risks associated with sharing management control over such operations with our
joint venture partners. We enjoy good relationships with our joint venture partners, but we cannot assure you
that these relationships will not deteriorate in the future resulting in significant disagreements.
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We rely on the particular local expertise of our joint venture partners, whose experience, knowledge and history
in the given market where we wish to develop is greater than our own. We cannot guarantee that the partners
chosen for these joint ventures will be the most appropriate or qualified for the market in question. In addition to
the risks highlighted in this section, joint ventures involve risks that one or more of our joint venture partners
may:
have economic or business interests or goals that are or become inconsistent with or opposed to ours,
which could result in delays, additional costs or disagreement, each of which could adversely affect
the relevant joint venture;
take action contrary to our policies or objectives with respect to our investments, for instance by
taking actions that would favor such joint venture partner’s interest over our and/or the joint venture’s
interest;
become insolvent or otherwise fail to comply with the undertakings required to retain the relevant
contracts on behalf of the relevant joint venture, which could result in the loss or forfeiture of rights
under such contracts;
exercise veto rights so as to block, delay or otherwise frustrate actions that we believe to be in our
and/or the relevant joint venture’s best interests;
seek to terminate such joint venture arrangements either as a matter of right or by virtue of our
alleged non-compliance with the applicable joint venture agreement; or
fail to comply with their obligations to us, the joint venture and/or to third parties under the joint
venture agreement and/or or other agreements (including being unable or unwilling to meet a capital
call to fund the relevant project) and/or fail to comply with guarantees of indebtedness of the joint
venture or other agreements, which could have a material adverse effect on the joint venture, any
other joint venture partners and the project.
Any of the foregoing may cause or contribute to disruption in the services operated by the joint venture. In
addition, the termination of these joint ventures, if not replaced on similar terms, could have a material adverse
effect on our business, financial condition, results of operations or prospects.
Our business requires significant investments in equipment and commitment to capital expenditures.
We operate in a capital-intensive industry that requires substantial amounts of capital and other long-term
expenditures. From time to time, we may be required to commit to capital expenditures due to long delivery
times or order lead times for the required machinery. In order to effectively compete with other providers of
heavy lifting, complex transport projects and specialized crane rental services, we must acquire and develop
high quality equipment. While cranes in the construction industry can typically be in use for 30 years or longer,
we provide services to clients across the globe who, due to project demands or local regulations, require that we
provide new or relatively new cranes. For example, Australian regulations require us to provide new cranes.
Furthermore, as the average age of our fleet increases, the costs of maintaining our fleet will also increase.
In the past, we have financed capital expenditures through a variety of means, including operating cash flow,
syndicated banking facilities, debt capital markets, private equity investments, and lease facilities. This is likely
to remain unchanged in the future. Our ability to arrange external financing, and the cost of such financing,
depends on numerous factors, including our future financial condition and results of operations, as well as that
of our subsidiary operating companies, interest rates, credit availability from banks or other lenders, investor
confidence in us, applicable provisions of tax and securities laws and political and economic conditions in any
relevant jurisdiction.
Disruptions in the capital and credit markets, such as those experienced during the recent global economic crisis,
could adversely affect our ability to access needed liquidity for working capital and growth and would likely
increase our capital costs. We may be unable to raise capital on favorable terms or at all, including with respect
to refinancing existing debt.
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We cannot assure you that we will be able to continue to satisfy our capital requirements. As a result, the quality
of our equipment may not be maintained to the standards of our competitors, which could affect our ability to
compete in the market place, and would have a material adverse effect on our business, financial condition,
results of operations and prospects.
For a discussion of our historic and planned capital expenditure, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Capital Expenditures.”
Our success depends on retaining key personnel and attracting highly skilled individuals.
Our success depends substantially upon the efforts and abilities of key personnel and our ability to retain such
personnel. Our executive committee and regional directors have significant experience in the industry and a
proven track record of expanding our operations in new and existing markets. The loss of key personnel or the
inability to hire and retain suitably qualified replacements could impair our ability to execute our business
strategy and achieve our objectives.
Our ability to provide high-quality technical solutions is dependent on employees who have specialized
engineering expertise relevant to the industries that we serve. The retention of such individuals is important to
our operations. Competition for highly skilled individuals and those possessing specialized knowledge is
intense, and we may not be successful in attracting and retaining such individuals in the future. In addition, our
results could be adversely affected by increased costs due to heightened competition for employees, higher
employee turnover or increased employee benefit costs. Any of the foregoing could have a material adverse
effect on our business, financial condition, results of operations and prospects.
Fluctuations in currency exchange rates could materially and adversely affect our business, financial
condition and results of operations.
Our principal currency translation exposures are to the US dollar, the Australian dollar, the Canadian dollar, the
Brazilian real, the South African rand, the pound sterling, the Indian rupee and the Mexican peso as the results
of operations, assets and liabilities of our overseas businesses must be translated into euro to produce our
consolidated financial statements. The assets and liabilities of our overseas businesses are translated into euro at
year-end exchange rates, which results in the recognition of foreign exchange translation gains or losses.
Revenues and costs of our overseas businesses are translated into euro at average rates of exchange for the year,
to the extent that these rates approximate the actual rates at the date of the transactions, for inclusion in our
consolidated financial statements. As a result, a strengthening of euro against any of the aforementioned
currencies, may materially adversely affect our translated results of operations. Fluctuations in currency
exchange rates, which have recently experienced volatility due to the global financial downturn, have affected
and will continue to affect our results of operations.
Currency fluctuations could also affect the comparability of our results between financial periods or result in
changes to the carrying value of our assets, liabilities and equity. For example, in 2013, our net profit was
negatively impacted by non realized exchange losses of €14.9 million.
We evaluate exchange rate risks from time to time and we hedge our risks by entering into financing agreements
in the currency to which we are exposed, and by using financial exchange rate derivative instruments. Our
foreign currency hedging strategies may not adequately protect our results of operations or balance sheet
position from the effect of exchange rate fluctuations, which may result in losses or may limit any benefit that
we might otherwise receive from favorable movements in exchange rates. Any significant adverse fluctuations
in currency exchange rates could have a material adverse effect on our business, financial condition and results
of operations.
We provide guarantees to our clients that could be enforced if we do not meet certain obligations.
In the course of our business, we provide bank guarantees, including performance bonds, to ensure performance
of our obligations. As at September 30, 2014, we had performance and other bank guarantees in the total amount
of €39.1 million and this amount is likely to increase as we expand our operations. These commitments may
adversely affect our financial condition and may make it more difficult to secure financing on attractive terms.
In addition, if we fail to perform our obligations to the satisfaction of the party that holds the performance
guarantees, that party may seek to enforce the guarantees, which could have a material adverse effect on our
business operations, financial condition and prospects.
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We use bank facilities for the provision of performance bonds. Further growth of our operations may require
additional facilities to provide for additional performance bonds. If our claims record or the banks’ policies
change and we cannot obtain the necessary consent, we may be unable to obtain additional performance bonds
when required, which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We are exposed to the credit risk of our clients.
We are subject to the credit risk of our clients who purchase and use our services for their projects. We may be
unable to collect payments from our clients in a timely manner or at all. The credit risk of our clients varies by
country, and we have experienced delays in payment collection from clients in some countries. Late payments,
failure to pay, or the insolvency of our clients may adversely affect our business, financial condition, results of
operations and prospects. Write-offs on trade receivables in the nine months ended September 30, 2014 were
€2.0 million, and were €6.9 million, €7.0 million, and €14.7million in 2013, 2012 and 2011, respectively. These
amounts accounted for 0.3%, 1.1%, 1.2%, and 3.1%, respectively, of total revenue.
We may be party to legal proceedings or disputes that may adversely affect our business.
In the ordinary course of business, we have been, and may in the future be named as a defendant or an interested
party in legal actions and claims or become involved in disputes in connection with our business activities.
These actions may include challenges to our existing permits and licenses, environmental claims, employment-
related claims, administrative actions and contractual disputes or claims for personal injury or property damage
that occur in connection with the performance of services relating to heavy lifting, complex transport and
specialized crane rental services, or actions by regulatory or tax authorities. Our provisions for such claims are
the result of management’s assessment of the likelihood of success of the claim and of the amount recoverable
in the event the claim is successful. As a result, our provisions may not be adequate. In April 2009, our Belgian
operations were the subject of an inspection by the Belgian tax authorities, as a result of which the tax
authorities claimed additional amounts of €20.1 million in unpaid taxes (excluding late interest payments and
penalties). We are contesting this claim, and we have provisioned €7.5 million for this claim.
Any material litigation or dispute could negatively affect our reputation or have adverse financial consequences
for us and we may not have established adequate provisions for any potential losses associated with litigation
not otherwise covered by insurance, which could have a material adverse effect on our business, financial
condition, result of operations and prospects.
We are exposed to risks in relation to compliance with anti-corruption laws and regulations and economic
sanction programs.
Doing business worldwide requires us to comply with the laws and regulations of various jurisdictions
(including, without limitation, the United States, Belgium and the United Kingdom). In particular, our
international operations are subject to anti-corruption laws and regulations, and to economic sanctions programs,
including those administered by the United Nations, the European Union and the United States. Anti-bribery
laws, such as the US Foreign Corrupt Practices Act of 1977 (“FCPA”) and the UK Bribery Act, prohibit
payments or offers of payments to governments and their officials, political parties and other persons for the
purpose of obtaining and retaining business or improperly influencing behaviour. The United States, through
sanctions overseen primarily by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”) and
the US State Department, the United Nations, the European Union and its Member States have laws that
regulate, restrict or prohibit certain business activities in or for the benefit of sanctioned countries, such as Iran,
Syria or Sudan, and sanctioned individuals or entities. In 2014, the US and the EU imposed sectoral sanctions
against certain entities in Russia and designated additional individuals and entities for sanctions in Russia and
Ukraine. We have subsidiaries in Russia and Ukraine, although we currently have no operations or employees in
Russia and only minor operations and a few employees in western Ukraine.
Some of the countries in which we operate, including in the Middle East, Africa, Asia or Latin America, lack a
developed legal system and have high levels of corruption. Our international expansion and global operations,
including in emerging markets, increase the risk of violations of anti-corruption laws, sanctions regulations or
similar laws by our employees, consultants or agents in these countries. Violations of anti-corruption laws and
sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions,
asset seizures, revocations or restrictions of licenses as well as criminal fines and imprisonment. In addition, any
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major violations could have a significant impact on our reputation and consequently on our ability to win future
business.
We operate through over 100 operating entities across multiple jurisdictions. We have policies and procedures
designed to assist our compliance with applicable laws and regulations. However, despite existing safeguards,
such as our code of conduct and disciplinary procedures, and any future improvements to these safeguards, there
is a risk our employees, consultants or agents may engage in conduct in breach of economic sanctions, anti-
bribery and anti-corruption regulations, accounting standards or our codes of conduct, for which we might be
held responsible. The foregoing could subject us to fines, legal proceedings, loss of operating licenses and
reputational harm, which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We operate in locations where there are high security risks, which could result in harm to our employees and
contractors or substantial costs.
Some of our projects are located in, and some of our subsidiaries, joint ventures and associates operate in high-
risk locations, such as Iraq, Mexico, Ukraine and Nigeria, where the country or location has suffered, or is
suffering from political, social or economic instability, war or civil unrest, or high crime rates. In those locations
where we have employees, assets or operations, those subsidiaries, associates and joint ventures may incur
substantial costs to maintain the safety of their personnel and to protect their assets. Despite these precautions,
the safety of our personnel in these locations may continue to be at risk. Tragically, in 2013, one of our family
shareholders, Jan Sarens, was shot and killed in Acapulco, Mexico. The investigation is ongoing.
We may not be able to obtain or renew the necessary operating licenses and approvals.
We currently have certain licenses and approvals in order to conduct business in the countries where we have
operations. In particular, we are required to obtain licenses for our activities, such as professional certifications
for our engineering staff. In the future, we will be required to renew such licenses and approvals when the need
arises and may be required to apply for additional licenses and approvals. While we do not anticipate difficulties
in renewing or obtaining such licenses and approvals, there can be no assurance that the relevant authorities will
issue or renew such licenses or grant approvals within the time frame required, the failure of which may
adversely affect our operations.
We may be unable to identify and execute strategic acquisitions, joint ventures, investments, or greenfield
opportunities and if we pursue such transactions, we may fail to successfully integrate them into or realize
anticipated benefits to our business.
We have sought, and may in the future seek, new operating and development opportunities in heavy lifting,
complex transport and specialized crane rental services or in new geographic markets. We consider acquisition
targets, including increasing ownership in our existing joint ventures, from time to time, and those acquisitions
and investment may be material. We have also expanded, and may in the future also seek to expand, through
greenfield investments. We may be unable to find suitable acquisition targets or to identify appropriate
partnerships or investments. Even if we are able to identify such opportunities, we may not be able to negotiate
acceptable arrangements, including financing arrangements. We can give no assurance that we can complete any
acquisition or business arrangement that we pursue, or are pursuing, on favorable terms, if at all, or that any
acquisitions or business arrangements completed will ultimately benefit our business.
We may incur transaction costs in connection with such acquisitions, joint ventures or investments and may also
incur substantial additional costs and suffer delays and other unforeseen difficulties in the integration of
acquired businesses or the development of greenfield operations. We may be unable to assess the regulatory
environment and market conditions accurately prior to investing in new countries. This risk is significant in
emerging markets, where there is limited history and precedent to provide guidance.
Any future acquisitions will involve a number of risks we may not be able to overcome and which present
financial, managerial and operational challenges and costs, such as: a significant decline in demand for our
services after we commit to complete an acquisition on certain terms; the expenditure of substantial managerial,
operating, financial and other resources to integrate the operations and personnel of any acquired companies; the
inability of management to realize anticipated synergies; the impairment of relationships with employees, clients
and contractors; and the potential for unknown and unanticipated liabilities associated with acquired assets and
businesses, including tax, environmental or other liabilities.
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Although we intend to conduct such due diligence as we deem reasonably practicable and appropriate in
connection with potential acquisitions, the due diligence undertaken may not reveal all relevant facts that may
be necessary to evaluate such acquisition. The information provided during due diligence may be incomplete,
inadequate or inaccurate. As a result, we may be subject to significant unanticipated liabilities associated with
the acquired assets or businesses, including tax, environmental or other liabilities.
If we pursue acquisitions, partnerships or investments in the future and fail to successfully execute such
transactions or integrate such businesses, our business, financial condition, results of operations and prospects
may be materially adversely affected.
We may be subject to liabilities that are not covered by our insurance policies.
Provision of our services carries with it a risk of liability for losses arising from defective work including
indirect or consequential losses suffered by third parties. Our insurance policies are subject to exclusions of
liability and limitations of liability both in amount and with respect to the insured loss events. Certain types of
losses, such as contractual penalties, political risk, terrorism or acts of war may be uninsurable or are not
economically insurable. In the event such a loss occurs, there can be no assurance that the insurance proceeds, if
any, will fully cover our loss or liabilities. In addition, we could be liable to third parties for damage caused by
uninsured risks. We may also experience delays in receiving reimbursements for claims from our insurers and
any claims made are likely to cause our premiums to increase. There can be no assurance that we are sufficiently
and effectively insured against all contingencies. If we suffer an uninsured loss or we have to pay damages, it
may have a material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to labor and employment laws in certain jurisdictions in which we operate, and many of our
employees are members of unions, which can limit our flexibility and may increase costs.
In some jurisdictions in which we operate, labor and employment laws grant significant job protection to certain
employees such as rights on termination of employment. These regulations, laws or requirements could increase
our costs or limit our flexibility to change our operating arrangements. Such laws also provide for the possibility
of periodic inspections by the authorities, and any findings of violations of applicable regulations may result in
administrative, civil and criminal penalties.
In addition, some of our employees are members of unions or are represented by a works council or by other
employee representatives’ bodies. We may be required to consult with and seek the consent, advice or opinion
of the representatives of these unions, works councils or other employee representatives’ bodies about specific
matters materially affecting employees’ rights and obligations. The terms and conditions of any agreements with
unions, works councils or other employee representatives’ bodies could increase our costs or otherwise affect
our ability to implement future operational changes to enhance our efficiency and performance.
Furthermore, we are subject to the risk of labor disputes, which may disrupt our operations. While to date no
significant conflicts or incidents have occurred, we cannot provide assurance that strikes and other industrial
action, as well as the negotiation of new collective bargaining agreements or salary increases, will not disrupt
our operations and make it more costly to operate our business. Any of the foregoing could have a material
adverse effect on our business, financial condition, results of operations and prospects.
We are subject to risks related to compliance with environmental regulation.
The activities in heavy lifting, complex transport and specialized crane rental services in which we are involved
can have adverse effects on the environment. Our operations are subject to laws and regulations pertaining to air
emissions, wastewater discharges, the handling and disposal of solid and hazardous materials and wastes, the
remediation of contamination, and otherwise relating to the protection of the environment. As a result, in our
capacity as a contractor we may be involved in administrative or legal proceedings relating to environmental
matters and could incur costs and capital expenditures related to such matters.
The identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory
authorities, or other unanticipated events may arise in the future and could give rise to additional environmental
liabilities, compliance costs and/or penalties that could be material. As environmental laws and regulations are
becoming more complex and stringent, our environmental management plans and/or programmes may be the
subject of increasingly strict interpretation or enforcement or become more comprehensive, and could result in
increased capital or operating expenditure or financial or other penalties and/or the suspension or loss of our
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rights. The occurrence of any of these risks could have a material adverse effect on our business, financial
condition, results of operations and prospects.
Changes in fiscal legislation and regulation in the various jurisdictions in which we operate may negatively
impact the taxes that we pay.
We are subject to fiscal legislation and regulation in each of the countries where we operate and the fiscal
framework may be subject to change from time to time. Our effective tax rate in any given financial year
reflects a variety of factors that may not be present in succeeding financial years and may be affected by the
interpretation of the tax laws of the jurisdictions in which we operate or changes to such laws. Changes in tax
laws and related interpretations and increased enforcement actions and penalties may alter the environment in
which we do business. In addition, certain tax positions that we take are based on industry practice and external
tax advice and/or are based on assumptions that involve a significant degree of judgment. If challenges to our
tax positions (through audits or otherwise) were to be successful, we may be required to pay additional taxes,
penalty charges and interest and may incur costs in defending litigation or reaching a settlement with the
relevant tax authority. Any of the foregoing could have a material adverse effect on our business, financial
condition, results of operations and prospects.
The market value of cranes is subject to fluctuations.
The value and liquidity of our cranes is subject to fluctuation depending on overall economic conditions and
general and specific supply and demand for different types of cranes. A drop in the market price of our cranes
can result in higher impairment charges, which could materially affect our financial position. This could in turn
limit our ability to make further drawings under lease facilities that require that we maintain certain financial
ratios, including loan to value ratios.
Fluctuations in interest rates could increase our finance costs.
Our finance costs are highly sensitive to many factors beyond our control, including interest rates, exchange
rates and other monetary policies of governments and central banks in the jurisdictions in which we operate.
Given the sizeable investments in capital expenditures related to the purchase and construction of cranes and
other equipment, we have relied for the majority of these investments on financial debt including corporate debt
and leasing debts. As at September 30, 2014, 41.5% of our long-term debt was at floating interest rates, before
taking into account the hedging of future interest payments. To the extent that our existing or future
indebtedness bears interest at floating rates and is unhedged or not hedged effectively, changes in interest rates
may increase our cost of borrowing, increasing interest expense and reducing cash flows. Interest rates are
highly sensitive to many factors, including governmental, monetary and tax policies, international and domestic
economic and political conditions, and other factors beyond our control. Movements in interest rates could have
a material adverse effect on the cost of any floating rate and unhedged borrowing exposure, which could
adversely affect our business, financial condition, results of operations and prospects. Although we have entered
into interest rate swaps for the purpose of hedging future floating interest rate movements on our indebtedness,
these hedging arrangements may not adequately protect us from the effect of interest rate fluctuations, may
result in losses or may limit any benefit that we may otherwise receive from favorable movements in interest
rates.
We are exposed to the risk of failures in our information technology systems.
We are exposed to the risk of failures in our information technology systems. The operation of our business
depends on the efficient and uninterrupted operation of our computer and communications systems and those of
third parties. Our computer and communications systems are vulnerable to damage or disruption from various
factors, including but not limited to, power loss, telecommunications failures, computer denial of service
attacks, data corruption, network failure, computer viruses, security breaches, natural disasters, theft, vandalism,
fraud or other acts not in our control.
Any disruption to or failure of our systems could impair our management reporting, payroll, client invoicing,
financial controls and the day-to-day management of our business. Any security breaches could also render us in
breach of data privacy laws and regulations and the confidential data of our clients and employees may be
misappropriated.
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The occurrence of any of these risks could have a material adverse effect on our business, financial condition,
results of operations and prospects.
We may not have adequate protection for our intellectual property and we may infringe the intellectual
property of others.
Each Group company has rights with respect to intellectual property or has the right to use intellectual property
rights pursuant to a license agreement or other similar agreement. In connection with our in-house development
of equipment, we currently hold a patent relating to the SGC-120, registered in the United States. We cannot
assure you that these measures will be adequate, that we have secured, or will be able to secure, appropriate
protections for all of our intellectual property (“IP”) rights in selected foreign jurisdictions or that third parties
will not infringe upon or misappropriate our IP rights. Policing the unauthorized use of our IP rights can be
difficult and expensive and litigation may be necessary to enforce or protect our trademarks and patents or
determine the validity and scope of the IP rights of others. The outcome of such potential litigation may not be
in our favor and any success in litigation may not be able to adequately protect our rights. Such litigation may
also be costly and divert management’s attention away from our business.
We also may be involved in disputes from time to time over rights and obligations concerning certain other IP
that we utilize, and we may not prevail in these disputes. In certain instances, we may not have obtained
sufficient rights to some IP we use. Third parties may raise claims against us alleging infringement or violation
of their IP. Some third party IP rights may be extremely broad and it may not be possible for us to conduct our
operations in such a way so as to avoid infringement of those IP rights. See “Business Overview—Legal
Proceedings”. The occurrence of any of these events could have a material adverse effect on our business,
financial condition, results of operations and prospects.
Risks Relating to the Notes, Our Indebtedness and Our Structure
Our significant leverage may make it difficult for us to service our debt, including the Notes, and operate our
business.
Upon consummation of the Offering and the application of the proceeds thereof, we will have a substantial
amount of outstanding indebtedness with significant debt service requirements. As at September 30, 2014, on an
as adjusted basis after giving effect to the Offering and the application of the proceeds thereof, our total
borrowings would have been €696.6 million, including the Notes. We would also have had approximately
€262.1 million available to draw under the Senior Secured Credit Facilities.
Our significant leverage could have important consequences for you as a holder of the Notes, including:
making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt
and liabilities;
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our
debt, thus reducing the availability of our cash flow to fund internal growth through working capital
and capital expenditures and for other general corporate purposes;
increasing our vulnerability to a downturn in our business or economic or industry conditions;
placing us at a competitive disadvantage compared to our competitors that have less debt in relation
to cash flow;
limiting our flexibility in planning for or reacting to changes in our business and our industry;
restricting us from exploiting certain business opportunities; and
limiting, among other things, our and our subsidiaries’ ability to borrow additional funds or raise
equity capital in the future and increasing, the costs of such additional financings.
Any of these of other consequences or events could have a material adverse effect on our ability to satisfy our
debt obligations, including under the Notes.
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Despite our high level of indebtedness, we and our subsidiaries will still be able to incur significant additional
amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the
Senior Secured Credit Facilities contain, and the Indenture governing the Notes will contain, restrictions on the
incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and
exceptions, and under certain circumstances the amount of indebtedness that could be incurred in compliance
with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels,
the related risks that we now face would increase. In addition, the Indenture and the Senior Secured Credit
Facilities will not prevent us from incurring obligations that do not constitute indebtedness under those
agreements.
We may not be able to generate sufficient cash to meet our debt service obligations.
Our ability to make interest payments on the Notes and to meet our other debt service obligations, including
under the Senior Secured Credit Facilities, or to refinance our debt, depends on our future operating and
financial performance, which will be affected by our ability to successfully implement our business strategy as
well as general economic, financial, competitive, regulatory and other factors beyond our control. In addition,
certain downgrades in our credit ratings would result in an increase of 75 basis points to the interest rate payable
on the Notes, which could have an effect on the Issuer’s ability to meet its debt payments and the market value
of the Notes. See “Description of the Notes—Interest Rate Step-Up Upon Ratings Downgrade.” If we cannot
generate sufficient cash to meet our debt service requirements, we may, among other things, need to refinance
all or a portion of our debt, including the Notes, obtain additional financing, delay planned capital expenditures
or investments or sell material assets.
If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially
reasonable terms or at all, we may not be able to satisfy our debt obligations, including the Notes. In that event,
borrowings under other debt agreements or instruments that contain cross default or cross-acceleration
provisions may become payable on demand, and we may not have sufficient funds to repay all of our debts,
including the Notes. See ‘‘Description of Other Indebtedness’’.
The Issuer is a special purpose vehicle and conducts no business of its own.
The Issuer is a finance company and conducts no business of its own. Upon completion of the Refinancing, the
Issuer’s only material assets will be the Notes Proceeds Loan and cash in its bank accounts. The Issuer will be
wholly dependent upon payments from the Parent Guarantor under the Notes Proceeds Loan to service its debt
obligations under the Notes to the extent it does not have cash to meet those obligations. Furthermore, the
Indenture prohibits the Issuer from engaging in any activities other than certain limited activities. See
“Description of the Notes—Certain Covenants—Limitations on Issuer Activities.” As such, the Issuer will be
dependent upon payments under the Notes Proceeds Loan in order to service its obligations under the Notes.
The Parent Guarantor is a holding company and conducts no business of its own and will depend on
payments from its direct and indirect subsidiaries to provide it with funds to meet its obligations under the
Parent Guarantee and the Notes Proceeds Loan.
The Parent Guarantor is a holding company and conducts no business operations of its own and has no
significant assets other than the shares it holds in its subsidiaries.
The ability of the direct or indirect subsidiaries of the Parent Guarantor to pay dividends or to make other
payments or advances to them will depend on their individual operating results and any statutory, regulatory or
contractual restrictions to which they may be or may become subject and, in some cases, receipt of such
payments or advances may be subject to onerous tax consequences.
Your right to receive payments under the Notes may be structurally or effectively subordinated to the claims
of certain existing and future creditors of the Parent Guarantor’s subsidiaries that do not guarantee the
Notes.
The Notes will be structurally subordinated to all obligations, including with respect to claims of trade creditors,
of any of our subsidiaries that does not guarantee the Notes.
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In the event of an insolvency, liquidation or other reorganization of any of our subsidiaries that are not
Guarantors, holders of their debt and their trade creditors will typically be entitled to payment of their claims
from the assets of those subsidiaries before any assets are made available for distribution to the Guarantors as
equity holders. As at and for the year ended December 31, 2013 and the nine months ended September 30, 2014,
the Guarantors, together, represented 84.2% and 86.6%, respectively, of our EBITDA, 26.5% and 24.9%,
respectively, of our consolidated turnover and 80.3% and 81.0%, respectively, of our consolidated assets.
The Guarantees will be subordinated to certain of our existing and future senior debt. The terms of certain of
the Senior Secured Credit Facilities restrict our ability to transfer assets out of Sarens NV, where holders of
the Notes have fewer enforcement rights.
The Notes will be guaranteed (i) on a subordinated basis by the Parent Guarantor until the Existing Belgian
Bonds Repayment Date, then on a senior subordinated basis thereafter, (ii) on a subordinated basis by Sarens
NV, and (iii) on a senior subordinated basis by certain other of the Company’s subsidiaries, which as at the Issue
Date will include Sarens UK Ltd., Sarens Cranes Ltd., Sarens Materieel B.V. and Sarens BE NV. The Notes and
the Guarantees will also be effectively subordinated to all of the existing and future debt of the Company’s
subsidiaries (other than the Issuer) that do not guarantee the Notes and to all existing and future secured
indebtedness of the Guarantors (other than indebtedness secured by the Collateral) to the extent of the value of
the property and assets securing such indebtedness.
Upon any distribution to the creditors of a Guarantor in liquidation, administration, bankruptcy moratorium of
payments, dissolution or other winding up of such Guarantor, the holders of senior debt of such Guarantor that
have the benefit of the Subordination Agreement will be entitled to be paid in full before any payment may be
made with respect to the relevant Guarantee. As a result, holders of Notes may receive less, ratably, than the
holders of such senior debt of the Guarantors, including the lenders under the Senior Secured Credit Facilities.
To the extent that indebtedness that ranks senior to the Guarantees remains outstanding, the holders of the Notes
shall be allowed to take enforcement actions against the Guarantors (other than Sarens NV) only if (i) payment
of such senior indebtedness has been accelerated or declared prematurely due and payable or payable on
demand or the creditors of such senior indebtedness have taken any enforcement action under the documents in
relation to such debt, (ii) there is an event of default under the Notes for failure to pay principal at its originally
scheduled maturity or (iii) a period of not less than 179 days has elapsed from the date that certain
representatives of such senior indebtedness received a notice of enforcement from the Trustee relating to an
event of default under the applicable documents relating to the Notes and such event of default remains
outstanding at (and has not been waived prior to) the end of the Standstill Period. The holders of the Notes are
not entitled to take enforcement action against Sarens NV. See “Description of the Notes—Subordination
Agreement.”
In addition, under the terms of the Global Facilities Agreement and the EH Facilities Agreement, the Company
must ensure that, at all times, the total assets of the Guarantors under the Notes (excluding the Company and
Sarens NV) do not exceed 25% of the total assets of the Consolidation Group. Please see “Description of Other
Indebtedness”.
Your ability to recover under the Collateral securing the Notes may be limited.
The Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as
may be set forth in the documents evidencing the security interests granted over the Collateral. The Initial
Purchasers have neither analyzed the effect of, nor participated in any negotiations relating to, such exceptions,
defects, encumbrances, liens and other imperfections. The existence of any such exceptions, defects,
encumbrances, liens and other imperfections could adversely affect the value of the Collateral as well as the
ability of the Security Agent to realize or foreclose on such Collateral.
The value of the Collateral may not be sufficient to satisfy our obligations under the Notes and such
Collateral may be reduced or diluted under certain circumstances, which may be time consuming and
cumbersome.
The Notes are only secured by a share pledge of Sarens Finance Company NV and a security interest in the
Issuer’s rights under the Notes Proceeds Loan. In the event of foreclosure on the Collateral, the proceeds from
the sale of the Collateral that secures the Notes may not be sufficient to satisfy our obligations under the Notes.
The value of the Collateral and the amounts to be received upon a sale of such collateral will depend upon many
36
factors, including, among others, the ability to sell the Collateral in an ordinary sale and the availability of
buyers. In addition, the Collateral may be illiquid and may have no readily ascertainable market value.
The Indenture will permit the granting of certain liens other than those in favor of the holders of the Notes on
the Collateral, including to holders of any additional Notes the Issuer may decide to issue under the Indenture.
To the extent that holders of other secured indebtedness or third parties enjoy such liens, including statutory
liens, whether or not permitted by the Indenture or the security documents governing the Collateral, such
holders or third parties may have rights and remedies with respect to the Collateral that, if exercised, could
reduce the proceeds available to satisfy our obligations under the Notes.
The security interests in the Collateral will be granted to the Security Agent rather than directly to the holders
of the Notes or the Issuer, as applicable. The ability of the Security Agent to enforce certain of the Collateral
may be restricted by local law.
The security interests in the Collateral that will secure our obligations under the Notes and the obligations of the
Guarantors under the Guarantees will not be granted directly to the holders of the Notes but will be granted only
in favor of the Security Agent. The Indenture will provide that only the Security Agent has the right to enforce
the Security Documents. As a consequence, holders of the Notes will not have direct security interests and will
not be entitled to take enforcement action in respect of the Collateral, except through the Trustee, who will
(subject to the provisions of the Indenture) provide instructions to the Security Agent in respect of the
Collateral.
The claims of the holders of the Notes will be effectively subordinated to the rights of our existing and future
secured creditors to the extent of the value of the assets securing the obligations owed to such secured
creditors.
The Notes and the Guarantees will be secured by the Collateral, which will have a value that is substantially less
than the value of the collateral securing the Senior Secured Credit Facilities (the “Senior Secured Collateral”).
The value of the Senior Secured Collateral will not be available to pay the obligations under the Notes until the
obligations under the Senior Secured Credit Facilities, the Existing Belgian Bonds, certain hedging obligations
and the guarantees of the foregoing have been satisfied.
The Indenture will allow us and our subsidiaries to incur a limited amount of secured indebtedness which will
be effectively senior to the Notes. In the event of any distribution or payment of our assets in any foreclosure,
dissolution, winding-up, liquidation, administration, reorganization, or other insolvency or bankruptcy
proceeding, holders of such secured indebtedness will have prior claim to those of our assets that constitute their
collateral. In these circumstances, we cannot assure you that there will be sufficient assets to pay amounts due
on the Notes. As a result, holders of Notes may receive less, ratably, than holders of other secured indebtedness.
Covenant restrictions under our existing debt obligations and the Indenture impose significant operating and
financial restrictions on us and may limit our ability to finance our future operations and capital needs and
to pursue business opportunities and activities.
Our existing debt obligations, including the Senior Secured Credit Facilities and the Existing Belgian Bonds,
currently contain, and the Indenture will contain, covenants that restrict our ability to finance future operations
or capital needs or to take advantage of other business opportunities that may be in our interest. These covenants
restrict our ability to, among other things:
incur or guarantee additional indebtedness and issue certain preferred stock;
make investments or other restricted payments;
pay dividends or make other distributions or repurchase or redeem our capital stock;
create liens on assets to secure indebtedness;
transfer, lease or sell assets, including stock of restricted securities;
37
engage in certain transactions with affiliates;
create encumbrances or restrictions on the payment of dividends or other distributions, loans or
advances to, and on the transfer of, assets to an entity;
enter into agreements that restrict our restricted subsidiaries’ ability to pay dividends; and
merge or consolidate with or into another company.
Events beyond our control, including changes in general business and economic conditions, may affect our
ability to meet these requirements. A breach of any of these covenants could result in a default under the
Indenture and our existing debt obligations.
All of these limitations will be subject to significant exceptions and qualifications. See “Description of other
Indebtedness” and “Description of the Notes—Certain covenants.” Despite these exceptions and qualifications,
the covenants to which we are subject could limit our ability to finance our future operations and capital needs
and our ability to pursue business opportunities and activities that may be in our interest.
The Existing Belgian Bonds require us to maintain a specified interest coverage ratio, and the terms of other
indebtedness that is permitted to be borrowed in the future under the Indenture as well as existing debt
obligations may require us to maintain similar or other financial ratios, satisfy specified financial tests and
comply with other terms that are customary for comparable financings. Our ability to meet the financial ratios
and tests under the Existing Belgian Bonds as well as other existing debt obligations, including the Indenture,
may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet
these ratios and tests.
After giving effect to the Refinancing and the Offering of the Notes, we expect that our interest coverage ratio
will be close to the minimum required by the Existing Belgian Bonds which mature on December 6, 2016. If we
breach the interest coverage ratio under the Existing Belgian Bonds, on the next testing dates of December 31,
2014 and December 31, 2015, it would constitute an event of default under our other financing arrangements,
including the Indenture, and as a result we may need to call a meeting of holders of the Existing Belgian Bonds.
The holders may decide that such event of default constitutes an early redemption event, upon which the
Existing Belgian Bonds will be immediately due and payable at their principal amount with accrued interest. In
case of acceleration, there can be no assurances that our assets would be sufficient to repay in full that
indebtedness and our other indebtedness, including under the Notes.
There are circumstances other than repayment or discharge of the Notes under which the Collateral and the
Guarantees will be released automatically, without your consent or the consent of the Trustee.
Under various circumstances, the Collateral and the Guarantees will be released automatically, including,
without limitation, a sale, transfer or other disposal of such Collateral in a transaction not prohibited by the
Indenture.
See “Description of the Notes—Note Guarantees” and “Description of the Notes—Security”.
We may not be able to obtain enough funds necessary to finance the mandatory redemption of your Notes
upon the occurrence of certain events constituting a change of control (as defined in the Indenture) as
required by the Indenture.
We may not be able to obtain enough funds necessary to finance the mandatory redemption of your Notes upon
the occurrence of certain events constituting a change of control (as defined in the Indenture) as required by the
Indenture.
Upon the occurrence of certain events constituting a change of control, the Issuer is required to redeem all
outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of
purchase plus accrued and unpaid interest to the date of purchase other than with respect to Notes of any holders
which do not require such redemption. If a change of control were to occur, we cannot assure you that the Issuer
would have sufficient funds available at such time to redeem the outstanding Notes or that the restrictions in our
credit facilities or other then existing contractual obligations of us or the Issuer would allow the redemption. The
38
redemption of the Notes pursuant to such an offer could cause a default under such indebtedness, even if the
change of control itself does not. The Issuer’s ability to pay cash to the holders of the Notes following the
occurrence of a change of control may be limited by our then existing financial resources. Sufficient funds may
not be available when necessary to make any required redemption. If an event constituting a change of control
occurs at a time when we are prohibited from providing funds to the Issuer for the purpose of repurchasing the
Notes or the Parent Guarantor is prohibited from satisfying its obligations under the Notes Proceeds Loan, we
may seek the consent of the lenders under such indebtedness to purchase the Notes or may attempt to refinance
the borrowings that contain such prohibition. If we do not obtain such consent or repay such borrowings, the
Issuer will remain prohibited from redeeming any Notes. In addition, we expect that we would require third-
party financing to redeem the Notes upon a change of control. We cannot assure you that we would be able to
obtain such financing. Any failure by the Issuer to redeem Notes would constitute a default under the Indenture,
which could, in turn, constitute a default under other agreements governing our debt. See “Description of the
Notes—Mandatory Redemption—Change of Control”.
The change of control provisions contained in the Indenture may not necessarily afford you protection in the
event of certain important corporate events, including reorganization, restructuring, merger or other similar
transaction involving us that may adversely affect you, because such corporate events may not involve a shift in
voting power or beneficial ownership or, even if they do, may not constitute a “change of control” as defined in
the Indenture. Except as described under “Description of the Notes—Mandatory Redemption—Change of
Control”, the Indenture does not contain provisions that require us to offer to repurchase or redeem the Notes in
the event of a reorganization, restructuring, merger, recapitalization or similar transaction.
The definition of “change of control” contained in the Indenture includes a disposition of all or substantially all
of the assets of the Parent Guarantor and its restricted subsidiaries taken as whole to any person. Although there
is a limited body of case law interpreting the phrase “all or substantially all”, there is no precise established
definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of
uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the
assets of the Parent Guarantor and its restricted subsidiaries taken as a whole. As a result, it may be unclear as to
whether a change of control has occurred and whether the Issuer, is required to redeem the Notes.
Certain covenants may be suspended upon the occurrence of a change in the Notes’s rating.
The Indenture will provide that, if at any time following the date of the Indenture, the Notes receive a rating of
BBB- or better by S&P and no default or event of default has occurred and is continuing, then beginning that
day and continuing until such time, if any, at which such Notes cease to have such ratings, certain covenants
will cease to be applicable to such Notes. See “Description of the Notes—Certain Covenants—Suspension of
Covenants When Notes Rated Investment Grade.” If these covenants were to cease to be applicable, the Group
would be able to incur additional debt or make payments, including dividends or investments, which may
conflict with the interests of holders of the Notes. There can be no assurance that the Notes will ever achieve an
investment grade rating or that any such rating will be maintained.
We cannot assure you that an active trading market will develop for the Notes, in which case your ability to
sell the Notes will be limited.
The Notes will be new securities for which there is no market. We cannot assure you as to:
the liquidity of any market that may develop for the Notes;
your ability to sell your Notes; or
the prices at which you would be able to sell your Notes.
Future trading prices of the Notes will depend on many factors, including, among other things, prevailing
interest rates, our operating results and the market for similar securities. Historically, the market for non-
investment grade securities has been subject to disruptions that have caused substantial volatility in the prices of
securities similar to the Notes. The liquidity of a trading market for the Notes may be adversely affected by a
general decline in the market for similar securities and is subject to disruptions that may cause volatility in
prices. It is possible that the market for the Notes will be subject to disruptions. Any such disruption may have a
negative effect on you, as a holder of the Notes, regardless of our prospects and financial performance. The
Initial Purchasers of the Notes have advised the Issuer that they currently intend to make a market in the Notes.
39
However, the Initial Purchasers are not obliged to do so, and they may discontinue any market making activities
at any time without notice. As a result, there is no assurance that an active trading market will develop for the
Notes. If no active trading market develops, you may not be able to resell your Notes at a fair value, if at all.
Although the Issuer will agree in the Indenture to use commercially reasonable efforts to have the Notes listed
and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange within a reasonable
period after the issue date of the Notes and to maintain such listing as long as the Notes are outstanding, the
Issuer cannot assure you that the Notes will become or remain listed. If the Issuer is unable or can no longer
maintain the listing on the Luxembourg Stock Exchange or it becomes unduly burdensome to make or maintain
such listing (for the avoidance of doubt, preparation of financial statements in accordance with IFRS or any
other accounting standard other than the accounting standard pursuant to which the Issuers prepare their
financial statements shall be deemed unduly burdensome), the Issuer may cease to make or maintain such listing
on the Luxembourg Stock Exchange, provided that they will use reasonable best efforts to obtain and maintain
the listing of the Notes on another stock exchange although there can be no assurance that the Issuer will be able
to do so. Although no assurance is made as to the liquidity of the Notes as a result of listing on the Luxembourg
Stock Exchange or another recognized listing exchange for high yield issuers in accordance with the Indenture,
failure to be approved for listing or the delisting of the Notes from the Luxembourg Stock Exchange or another
listing exchange in accordance with the Indenture may have a material adverse effect on a holder’s ability to
resell Notes in the secondary market.
Credit ratings may not reflect all risks.
The credit ratings assigned to the Notes are an assessment by the relevant rating agencies of the Issuer’s ability
to pay its debts when due, which is, in respect of payment obligations under the Notes, dependent upon the
ability of the Parent Guarantor to make payments under the Notes Proceeds Loan. Consequently, real or
anticipated changes in our or the Notes’ credit ratings may generally affect the market value of the Notes.
Ratings may not reflect the potential impact of all risks relating to structure, market, additional factors discussed
in this Listing Prospectus, and other factors may affect the value of the Notes. In addition, certain downgrades in
our credit ratings would result in an increase of 75 basis points to the interest rate payable, which could have an
effect on the Issuer’s ability to meet its debt payments and the market value of the Notes. See “Description of
the Notes —Interest Rate Step-Up Upon Ratings Downgrade.” A credit rating is not a recommendation to buy,
sell or hold securities and may be revised or withdrawn by the rating agency at any time. An explanation of the
significance of such rating may be obtained from the applicable rating agency. There is no assurance that such
credit ratings will be issued or remain in effect for any given period of time or that such ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies, if, in the applicable rating agency’s judgment,
circumstances so warrant. It is also possible that such ratings may be lowered in connection with the application
of the proceeds of this offering or in connection with future events, such as future acquisitions. Holders of Notes
will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of
such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market
price or marketability of the Notes.
Belgian insolvency laws may not be as favorable as insolvency laws in other jurisdictions.
The insolvency laws of Belgium may not be as favorable to holders of Notes as insolvency laws of jurisdictions
with which investors may be familiar. The Issuer, the Company, some of the Guarantors and other members of
the Group are incorporated and have their centre of main interests in Belgium (the “Belgian Entities”).
Accordingly, insolvency proceedings with respect to these Belgian Entities will likely proceed under, and be
governed by, Belgian insolvency laws.
For holders of Notes, the opening of formal insolvency proceedings under Belgian law against these Belgian
Entities include the following important consequences:
In the event of a bankruptcy order, the company’s directors and managers immediately lose all
authority and decision rights concerning the management of the bankrupt business, and a court-
appointed bankruptcy trustee will take control of the company. Creditors must file a notice of claim
and as a general rule, their individual enforcement rights are suspended. Note that this suspension
does not apply to a pledge of financial instruments falling within the scope of the Belgian Financial
Collateral Act (provided the creditor seeking to enforce the pledge can invoke a payment default),
and will only be temporary for so-called ‘separate creditors’ who have specific security over movable
or immovable assets (such as pledgees or first-ranking mortgagees).
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In the event of judicial restructuring proceedings under the Continuity Act of January 31, 2009, the
company continues as a going concern and control remains (in principle) with its directors.
Restructuring proceedings may ultimately lead to an amicable settlement with two or more creditors
only, a collective reorganization plan binding all creditors or a court-organized auction of part of all
of the company’s assets. The company will benefit from a temporary moratorium, which operates as
a stay of enforcement in respect of pre-existing claims in the moratorium. Certain exceptions apply:
pledges on receivables (but not claims that are part of a floating charge) and pledges on financial
instruments within the meaning of the Belgian Financial Collateral Act (provided a payment default
can be shown) are not affected by the moratorium.
In case of bankruptcy, certain transactions, payments or the granting of securities that were effected
either with fraudulent intent or during specified hardening periods in advance of a bankruptcy event,
may be held ineffective against third parties.
In the event of bankruptcy of the Issuer or any of the Belgian Guarantors under Belgian law, the
relevant bankruptcy trustee may request the bankruptcy court to declare payments of the Issuer or the
relevant Guarantor during the hardening period for debts due ineffective against third parties,
provided it can be established that the creditor concerned was aware of the cessation of payment by
the Issuer or that Guarantor. If any of the Guarantees (in case of bankruptcy of the relevant
Guarantor) or the Issuer Share Pledge (in case of bankruptcy of the Company) were successfully held
ineffective by the relevant bankruptcy trustee, holders of the Notes would cease to have any claim in
respect thereof and would be under an obligation to repay any amounts received pursuant to such
Guarantee or the realization of the share pledge.
For further detail, see “Limitations on validity and enforceability of the Guarantees and certain insolvency law
considerations”.
The insolvency laws of Ireland, the Netherlands and the UK may not be as favorable to Noteholders as the
US bankruptcy laws and may preclude Noteholders from recovering payments due on the Notes.
Certain Guarantors are established under the laws of Ireland, the Netherlands and the UK. Consequently, in the
event of a bankruptcy or insolvency of any of such Guarantors, insolvency proceedings with respect to such
Guarantors would most likely be based on and governed by the insolvency laws of the jurisdiction under which
the relevant entity is established. The insolvency laws of Ireland, the Netherlands and the UK may be less
favorable to Noteholders’ interests as creditors than the bankruptcy laws of the United States or another
jurisdiction with which you may be familiar, in particular with respect to priority of creditors, ability to obtain
post-petition interest and the duration of the insolvency proceedings. The application of these laws, and any
conflict between them, may limit your ability to recover payments due on the Notes to an extent exceeding the
limitations arising under other insolvency laws. See also “Limitations on validity and enforceability of the
Guarantees and certain insolvency law considerations” for additional information on the insolvency laws of
Belgium, Ireland, the Netherlands and the UK.
You may be unable to enforce judgments obtained in US courts against the Issuer and Guarantors.
The Issuer and the Guarantors are companies incorporated outside the United States. All of the Issuer’s directors
and executive officers and the directors and executive officers of the Guarantors are not residents of the United
States. Although the Issuer and the Guarantors have submitted to the jurisdiction of certain New York courts in
connection with any action under US securities laws, you may be unable to effect service of process within the
United States on the Issuer’s directors and executive officers or the directors or executive officers of the
Guarantors. In addition, as most of the Issuer’s and each Guarantor’s assets and those of their respective
directors and executive officers are located outside of the United States, you may be unable to enforce against
them judgments obtained in the US courts predicated upon civil liability provisions of the federal securities laws
of the United States. See “Service of Process and Enforcement of Civil Liabilities.”
The United States and Belgium do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments in civil and commercial matters. Therefore, a final judgment for payment of money
rendered by a federal or state court in the United States based on civil liability, whether predicated solely upon
US federal securities laws, may not be enforceable, either in whole or in part, in Belgium. Furthermore, the
jurisdictions in which the Guarantors are incorporated do not have a treaty in place for the mutual enforcement
41
of court judgments with the United States, which may make it difficult or impossible to effect service of process
upon the Guarantors.
The Issuer is incorporated under and subject to Belgian law.
The Issuer is a limited liability company, incorporated under the laws of Belgium. The rights of holders of Notes
and the responsibilities of the Issuer to the holders of Notes under Belgian law may be materially different from
those with regard to equivalent instruments under the laws of the jurisdiction in which the Notes are offered.
Insolvency proceedings may be brought against the Issuer and such proceedings may proceed under, and be
governed by, Belgian insolvency laws (see “—Belgian insolvency laws may not be as favorable as insolvency
laws in other jurisdictions”).
Corporate benefit and financial assistance laws and other limitations on the obligations under the
Guarantees may adversely affect the validity and enforceability of the Guarantees.
The Guarantees provide the holders of the Notes with a right of recourse against the assets of the relevant
Guarantors. Each of the Guarantees and the amounts recoverable thereunder will be limited to the maximum
amount that can be guaranteed by a particular Guarantor without rendering its Guarantee as it relates to that
Guarantor voidable or otherwise ineffective under applicable law. Enforcement of the obligations under the
Notes against the Issuer or the Guarantors will be subject to certain defenses available to the Issuer or the
relevant Guarantor. These laws and defenses may include those that relate to fraudulent conveyance, financial
assistance, corporate benefit and regulations or defenses affecting the rights of creditors generally. If one or
more of these laws and defenses are applicable, the Issuer or a Guarantor, may have no liability or decreased
liability under the Notes or its Guarantee may be unenforceable.
Transfers of the Notes are restricted, which may adversely affect the value of the Notes.
The Notes are being offered and sold pursuant to an exemption from registration under the US Securities Act
and applicable state securities laws of the United States. The Notes have not been and will not be registered
under the US Securities Act or any US state securities laws. Therefore you may not transfer or sell the Notes in
the United States except pursuant to an exemption from, or a transaction not subject to, the registration
requirements of the US Securities Act and applicable state securities laws, or pursuant to an effective
registration statement, and you may be required to bear the risk of your investment in the Notes for an indefinite
period of time. The Notes and the Indenture governing the Notes contain provisions that restrict the Notes from
being offered, sold or otherwise transferred except pursuant to the exemptions available under the US Securities
Act. In addition, by acceptance of delivery of any Notes, the holder thereof agrees on its own behalf and on
behalf of any investor accounts for which it has purchased the Notes that it shall not transfer the Notes in an
aggregate principal amount of less than €100,000. Furthermore, the Issuer has not registered the Notes under
any other country’s securities laws. It is your obligation to ensure that your offers and sales of the Notes within
your jurisdiction comply with applicable securities laws. See “—Transfer Restrictions”.
The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the
relevant clearing systems to exercise any rights and remedies. The Domiciliary Agent will not be required to
segregate any amounts received by it.
Owners of the book-entry interests will not be considered owners or holders of the Notes unless and until
definitive Notes in registered form (“Definitive Registered Notes”) are issued in exchange for book-entry
interests. Instead, the NBB (or its nominee) will be the sole holder of the global notes representing the Notes.
The Paying and Domiciliary Agency Agreement provides that, as long as the Notes are represented by the
Global Notes, the Domiciliary Agent will debit the relevant account of the Issuer and use such funds to make
payment to the owners of the book-entry interests. The Paying and Domiciliary Agency Agreement also
provides that the Domiciliary Agent will, simultaneously with the receipt by it of the relevant amounts, pay to
the owners of the book-entry interests, directly or through the NBB, any amounts due in respect of the Notes.
However, the Domiciliary Agent is not required to segregate any such amounts received by it in respect of the
Notes and in the event that the Domiciliary Agent were subject to insolvency proceedings at any time when it
held such amounts, owners of the book-entry interests would not have any further claim against the Issuer, any
Guarantor or the Trustee in respect of such amounts, and would be required to claim such amounts from the
Domiciliary Agent in accordance with applicable Belgian insolvency laws.
42
Owners of book-entry interests will not have the direct right to act upon our solicitations for consents or requests
for waivers or other actions from holders of the Notes, including enforcement of security for the Notes. Instead,
if you own a book-entry interest, you will be reliant on the NBB-SSS, Euroclear and/or Clearstream, as
applicable, or any nominee or participant thereof, to act on your instructions and/or will be permitted to act
directly only to the extent you have received appropriate proxies to do so from Euroclear and/or Clearstream as
applicable, or, if applicable, from a participant. We cannot assure you that procedures implemented for the
granting of such proxies will be sufficient to enable you to vote on any requested actions or to take any other
action on a timely basis. See “Book-Entry, Delivery and Form”.
43
USE OF PROCEEDS
The gross proceeds from the Offering will primarily be used to (a) acquire assets currently held off balance
sheet under operating leases and purchase options; (b) refinance existing debt, and (c) pay fees and expenses
arising from the Refinancing.
The estimated sources and uses of the funds are shown in the table below. Actual amounts are subject to
adjustments and may vary from estimated amounts depending on several factors, including the amount of
outstanding indebtedness and actual fees and expenses.
Sources Amount Uses Amount
(€ million) (€ million) Notes offered hereby .......... 125.0 Repayment of Revolving Facility
(1) 40.0
Repayment of operating leases(2)
.............. 62.4
Exercise of purchase options under certain
equipment leases(3)
.................................... 18.6
Estimated fees and expenses(4)
.................. 4.0
Total sources ....................... 125.0 Total uses .................................................. 125.0
_____________
(1) Repayment of current drawings under the Revolving Facility. As at September 30, 2014, €62.0 million was drawn of
the €90.0 million of commitments under the Revolving Facility.
(2) Represents the prepayment of certain bilateral operating leases (e.g., facilities pursuant to which the Company had
financed the acquisition of or use of cranes). The lease facilities to be prepaid with the proceeds from the Offering
include facilities with: Deutsche Leasing for €26.5 million, De Lage Landen for €6.9 million, SüdLeasing for €3.6
million, BNP Lease for €2.8 million, ABN-AMRO Lease for €1.3 million, Van Schaften Leasing BV for €2.4 million,
VFS Financial Services Belgium NV for €0.2 million and Belfius Lease for €18.8 million.
(3) Represents costs associated with the exercise of purchase options for cranes under certain equipment leases.
(4) Represents the estimated transaction fees and expenses relating to the Refinancing, including the Initial Purchasers’
commissions and other fees and commissions, including finance fees, advisory fees and other transaction costs and
professional fees.
44
CAPITALIZATION
The following table sets forth the cash and cash equivalents and capitalization, as at September 30, 2014, of the
Company: (a) on an actual consolidated basis; and (b) as adjusted to give effect to the Offering and the
Refinancing.
You should read the following table in conjunction with “Use of Proceeds”, “Selected Historical Financial
Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and
the consolidated financial statements and related notes included elsewhere in this Listing Prospectus. Except as
set forth below, as at the Issue Date, there have been no material changes to our capitalization since September
30, 2014.
As at September 30, 2014
Actual
As Adjusted for
the Offering
(€ million)
Cash ................................................................................................................... 35.6 35.6
Third party borrowings
EH Facility Agreement(1)
.................................................................................... 111.8 111.8
Global Facilities Agreement—Lease Facility(2)
.................................................. 263.6 263.6
Global Facilities Agreement—Revolving Facility(3)
........................................... 62.0 22.0
SNME Credit Facility Agreement(4)
................................................................... 15.6 15.6
SNME Hermes Covered Credit Facility Agreement(5)
........................................ 11.7 11.7
Bilateral loans and financial leases(6)
.................................................................. 74.8 74.8
Short-term borrowings(7)
..................................................................................... 29.3 29.3
Notes offered hereby ........................................................................................... — 125.0
Existing Belgian Bonds ...................................................................................... 42.8 42.8
Total third-party debt ...................................................................................... 611.6 696.6
Total equity ....................................................................................................... 250.2 250.2
Total capitalization ........................................................................................... 861.8 946.8
Operating leases .................................................................................................. 62.4 —
Total financial commitments 924.2 946.8
______________
(1) The EH Facility Agreement consists of a €242.5 million credit facility. As of September 30, 2014, the Company had
approximately €116.0 million of available capacity to borrow under the EH Facility Agreement.
(2) The Lease Facility under the Global Facilities Agreement consists of a €335.0 million revolving credit facility. As of
September 30, 2014, the Company had approximately €52.7 million of available capacity to borrow under the Lease
Facility.
(3) The Revolving Facility under the Global Facilities Agreement consists of a €90.0 million revolving credit facility. As
of September 30, 2014, the Company had approximately €28.0 million of available capacity to borrow under the
Revolving Facility.
(4) The SNME Credit Facility Agreement consists of a €38.6 million non-revolving lease facility, which was fully drawn
at signing.
(5) The SNME Hermes Covered Credit Facility consists of a €50.0 million lease facility. As of September 30, 2014, the
Company had approximately €25.4 million of available capacity to borrow under the SNME Hermes Covered Credit
Facility.
(6) Includes 113 finance leases for an aggregate amount of €20.6 million as at September 30, 2014 and 73 bilateral term
loans for an aggregate amount of €54.3 million as at September 30, 2014.
(7) Includes a bilateral overdraft and revolving credit facility used for short-term cash needs and cash pool facilities.
45
SELECTED HISTORICAL FINANCIAL INFORMATION
The tables below set forth summary consolidated financial information for the Group as at and for the years
ended December 31, 2011, 2012 and 2013, as at September 30, 2014 and for the nine months ended September
30, 2013 and 2014, and for the twelve months ended September 30, 2014, as well as certain other financial and
operating information.
The Issuer was incorporated on December 11, 2014 for the principal purpose of issuing the Notes. It has no
material assets or liabilities (other than those that result from the offering of the Notes) and it has not engaged in
any activities other than those related to its formation in preparation for the Offering.
The following tables present our summary Group financial data. The financial statement data presented as at and
for the years ended December 31, 2011, 2012 and 2013 have been derived from our Annual Consolidated
Financial Statements included elsewhere in this Listing Prospectus. The financial statement data presented as at
September 30, 2014 and for the nine months ended September 30, 2013 and 2014 has been derived from our
unaudited Interim Condensed Consolidated Financial Statements included elsewhere in this Listing Prospectus.
The cash flow statement data presented for the years ended December 31, 2011, 2012 and 2013 and the nine
months ended September 30, 2013 and 2014 have been derived from our Annual Consolidated Cash Flow
Statements and our Interim Consolidated Cash Flow Statements.
In addition, the Listing Prospectus includes certain unaudited financial information for the twelve-month period
ended September 30, 2014. The unaudited consolidated profit and loss statement and the other financial and
operating information presented in this Listing Prospectus for the twelve months ended September 30, 2014 has
been calculated by taking the unaudited profit and loss statement for the nine months ended September 30, 2014
and adding them to the difference between the results of operations for the year ended December 31, 2013 and
the nine months ended September 30, 2013. Such period has been prepared solely for the purposes of the Listing
Prospectus and is for illustrative purposes only and is not necessarily representative of our results of operations
for any future period, or our financial condition at any date.
The following tables also include certain unaudited Group pro forma financial information that has been
adjusted to reflect certain effects of the Offering and use of proceeds therefrom set forth under “Use of
Proceeds” on our pro forma EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total
net debt and interest expense as at and for the twelve months ended September 30, 2014 as if the Offering and
the use of proceeds therefrom had occurred (a) on September 30, 2014 for the purposes of the calculation of pro
forma cash and cash equivalents, senior debt, total debt, senior net debt and total net debt and (b) on October 1,
2013 for the purposes of the calculation of pro forma EBITDA and interest expense. The unaudited Group
financial information has been prepared for illustrative purposes only and does not purport to represent what our
actual EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total net debt and interest
expense would have been if the Offering and use of proceeds therefrom had occurred on such date, nor do they
purport to project our EBITDA, cash and cash equivalents, senior debt, total debt, senior net debt, total net debt
and interest expense at any future date.
46
The financial statement data set forth in the following tables should be read in conjunction with “Presentation of
Financial and Other Information”, “Capitalization”, “Use of Proceeds”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, “Selected Financial Data”, our Annual
Consolidated Financial Statements, our unaudited Interim Condensed Financial Statements and related notes.
Consolidated Profit and Loss Statement
Year ended
December 31,
Nine months ended
September 30,
Twelve months
ended
September 30,
2011 2012 2013 2013 2014 2014
(audited) (unaudited) (unaudited) (€ million)
Turnover .............................................................. 470.0 560.3 592.1 439.1 475.5 628.5
Stocks of finished goods and contracts in progress .............. (1.9) 0.0 (0.7) (0.1) 0.1 (0.5) Own work capitalised ........................................................... 9.5 5.1 2.2 1.4 3.0 3.8
Other operating income ........................................................ 11.1 10.1 15.6 11.9 11.0 14.7
Total operating income ............................................ 488.7 575.6 609.1 452.3 489.6 646.4
Raw materials and consumables ........................................... (48.0) (39.1) (39.0) (27.5) (33.6) (45.1)
Services and other goods ...................................................... (175.0) (219.2) (243.5) (176.5) (205.5) (272.5)
Remuneration, social security costs and pensions ................ (131.9) (155.1) (167.2) (124.4) (129.8) (172.6)
Depreciations and amounts written off on formation expenses, intangible fixed assets, tangible fixed assets and positive
consolidation differences .................................................. (76.6) (86.3) (97.0) (71.4) (69.5) (95.1)
Amounts written off stocks, contracts in progress and trade debtors .............................................................................. (15.7) (6.7) (6.9) (3.5) (4.2) (7.6)
Provisions for liabilities and charges .................................... (2.4) (4.0) (1.1) 1.8 (1.1) (4.0) Other operating charges ....................................................... (7.1) (13.2) (8.6) (7.3) (4.0) (5.3)
Total operating charges ........................................... (456.8) (523.6) (563.1) (408.8) (447.7) (602.2)
Operating profit/(loss) ............................................. 31.9 52.0 46.0 43.5 41.9 44.4
Financial income .................................................... 25.0 15.8 15.6 17.5 27.1 25.2
Financial charges ................................................... (45.1) (51.0) (66.1) (57.6) (42.8) (51.3)
Profit/(loss) on ordinary activity before taxes ............... 11.8 16.7 (4.6) 3.4 26.2 18.1 Extraordinary income ............................................. 0.1 0.7 2.6 2.8 — (0.2)
Extraordinary charges ............................................ (0.5) (2.3) (0.1) (1.0) — 0.9
Profit/(loss) for the period before taxes ....................... 11.4 15.1 (2.0) 5.2 26.2 18.8
Transfer to/from deferred taxes ............................................ 0.2 (7.6) (7.6) (8.0) (9.2) (8.8)
Income taxes ........................................................................ (6.8) (4.9) (9.1) (6.8) (6.5) (8.8)
Income tax expenses ................................................ (6.6) (12.5) (16.7) (14.8) (15.7) (17.6)
Profit/(loss) of the period ......................................... 4.7 2.7 (18.7) (9.6) 10.5 1.2
47
Consolidated Balance Sheet
As at December 31,
As at
September 30,
2011 2012 2013 2014
(audited) (unaudited)
(€ million)
Fixed assets
Formation expenses and intangible fixed assets ................... 7.6 26.5 23.7 20.4
Positive consolidation differences ........................................ 5.3 4.4 4.0 3.2
Tangible fixed assets ............................................................ 706.5 799.8 812.6 817.1
Financial fixed assets ............................................................ 2.9 3.6 2.7 5.0
Total fixed assets ................................................................. 722.4 834.3 843.0 845.7
Current assets
Other amounts receivable after more than 1 year ................. 5.4 4.4 8.7 8.7
Stocks and contracts in progress ........................................... 5.5 5.5 5.6 8.0
Trade debtors ........................................................................ 144.4 155.0 159.7 195.2
Other amounts receivable within 1 year ............................... 39.0 39.9 39.1 44.7
Cash at bank and in hand ...................................................... 18.8 40.2 42.4 35.6
Deferred charges and accrued income .................................. 14.1 17.3 18.9 16.4
Total current assets ............................................................ 227.3 262.3 274.4 308.6
Total Assets ......................................................................... 949.7 1,096.7 1,117.4 1,154.3
Equity
Capital .................................................................................. 55.0 80.0 80.0 80.0
Revaluation surplus .............................................................. 7.6 7.3 7.7 7.7
Consolidated reserves ........................................................... 166.0 168.4 151.8 162.2
Negative consolidation differences ....................................... 2.1 2.2 2.2 2.2
Translation differences ......................................................... (2.4) (3.8) (11.1) (6.3)
Total equity ......................................................................... 228.4 254.1 230.6 245.8
Minority interests ............................................................... 4.9 4.3 4.2 4.4
Provisions and deferred taxes
Provisions for liabilities and charges .................................... 9.0 13.0 15.0 15.2
Deferred taxes ....................................................................... 69.0 76.5 83.2 92.9
Total provisions and deferred taxes .................................. 78.0 89.5 98.1 108.1
Amounts payable over 1 year
Subordinated loans ............................................................... 50.3 40.8 41.9 42.8
Leasing and other similar obligations ................................... 237.5 246.4 219.2 230.8
Credit institutions ................................................................. 74.2 130.7 219.7 219.7
Other loans............................................................................ 1.4 1.5 3.1 3.5
Total financial debts ........................................................... 363.5 419.4 483.9 496.8
Amounts payable within 1 year
Current portion of amounts payable over 1 year falling due
within 1 year and financial debts—credit institutions........ 142.0 166.5 117.2 114.8
Trade debts ........................................................................... 71.5 102.9 121.1 122.6
Advances received on contracts in progress ......................... 1.7 6.1 4.2 1.1
Taxes, remuneration, social security and other amounts
payable ............................................................................... 51.8 43.6 47.9 50.9
Total amounts payable within 1 year ................................ 267.0 319.1 290.4 289.4
Accruals and deferred income ........................................... 7.9 10.3 10.1 9.8
Total liabilities .................................................................... 949.7 1,096.7 1,117.4 1,154.3
48
Consolidated Cash Flow Statement
Year ended
December 31,
Nine months ended
September 30,
Twelve
months
ended
September
30
2011 2012 2013 2013 2014 2014
(unaudited for all periods)
(€ million)
Operating profit/(loss) ............................................. 31.9 52.0 46.0 43.5 41.9 44.4
Depreciations ........................................................... 76.6 86.3 97.0 71.4 69.5 95.0
Bad debt provision and WIP write off ..................... 15.7 6.7 6.9 3.5 4.2 7.6
Other provisions ...................................................... 2.4 4.0 1.1 (1.8) 1.1 4.0
EBITDA .................................................................. 126.7 148.9 150.9 116.6 116.8 151.1
Result on disposal of fixed assets ............................ (6.5) (3.9) (8.8) (6.6) (5.4) (7.5)
Other non-monetary items ....................................... 1.0 1.7 5.5 3.5 (0.2) 1.8
Non-cash adjustments .............................................. (5.5) (2.2) (3.2) (3.1) (5.6) (5.7)
Changes in working capital ..................................... (24.8) 2.8 (7.6) (38.5) (35.0) (4.1)
Income tax paid ....................................................... (4.0) (7.8) (9.4) (6.8) (5.6) (8.2)
Cash flow from operating activities ..................... 92.4 141.7 130.7 68.3 70.6 133.0
Net investments in intangible fixed assets ............... (1.9) (1.9) 0.2 — (0.6) (0.4)
Net investments in tangible fixed assets .................. (174.1) (169.6) (107.8) (93.9) (62.0) (75.9)
Net investments in financial fixed assets ................. (1.2) (5.5) (2.1) (3.8) (2.2) (0.5)
Dividends received .................................................. — — — (0.1) — —
Cash flow from investing activities....................... (177.2) (177.0) (109.7) (97.6) (64.8) (76.8)
Net cash used in extraordinary activities ............. 0.1 (0.8) 1.5 3.3 — (1.8)
Consolidated free cash flow .................................. (84.7) (36.1) 22.6 (26.0) 5.7 54.3
Capital increase ....................................................... 50.0 25.0 — — — —
Financial results ....................................................... (16.5) (28.2) (33.4) (24.4) (22.9) (31.9)
Net debt movements ................................................ 46.7 81.0 13.1 51.0 10.5 (27.4)
Costs debt rescheduling ........................................... — (20.4) — — — —
Cash flow from financing activities ...................... 80.2 57.4 (20.3) 26.6 (12.4) (59.3)
Net change in cash and cash equivalents ............. (4.5) 21.3 2.2 0.6 (6.7) (5.0)
Cash and cash equivalents at the beginning of the
year ....................................................................... 23.4 18.8 40.2 40.2 42.4 40.6
Cash and cash equivalents at end of period......... 18.9 40.2 42.4 40.7 35.6 35.6
49
Pro Forma Financial Information
As at and for the twelve months
ended September 30, 2014
(unaudited)
EBITDA(1)
.............................................................................................................. €151.1 million
Pro forma EBITDA(2)
............................................................................................. €177.5 million
Pro forma cash and cash equivalents ...................................................................... €35.6 million
Pro forma senior debt(3)
.......................................................................................... €528.8 million
Pro forma total third-party debt(3)
........................................................................... €696.6 million
Pro forma senior net debt(4)
.................................................................................... €493.2 million
Pro forma total net debt(5)
....................................................................................... €661.0 million
Pro forma net interest expense(6)(7)
......................................................................... €35.1 million
Ratio of pro forma senior net debt to pro forma EBITDA ..................................... 2.78:1
Ratio of pro forma total net debt to pro forma EBITDA ........................................ 3.72:1
Ratio of pro forma EBITDA to pro forma net interest expense(6)(7)
....................... 5.22:1
(1) EBITDA is not a term used in the consolidated financial statements, which are prepared in accordance with BE GAAP.
EBITDA represents operating (loss)/profit before depreciation, amortization and impairment; amounts written off on
inventories and trade debtors; and provisions for liabilities and charges.
We believe that EBITDA is meaningful for investors because it provides an analysis of our operating results,
profitability and ability to service debt. In addition, this measure is used by our management to track our business
evolution, establish operational and strategic targets, and make important business decisions.
EBITDA is also commonly reported and widely used by investors, securities analysts and other interested parties in
our industry as a supplementing measure of operating performance and liquidity. EBITDA is not a measure of
performance under BE GAAP and you should not consider this measure as an alternative to (a) operating income or
profit for the period as a measure of our operating performance; (b) cash flows from operating, investing and financing
activities as a measure of our ability to meet our cash needs; or (c) any other measures of performance under generally
accepted accounting principles. For a description of the limitations of EBITDA as a financial measure, see
“Presentation of Financial and Other Information—Non-BE GAAP Financial Measures”.
For a reconciliation of EBITDA to operating profit/(loss) for the period, see footnote (1) under “Summary Historical
and Other Financial Information—Pro Forma Financial Information”.
(2) Reflects the expected effect of €18.5 million in reduced operational lease charges and €7.9 million of reduced rental
charges resulting from operating leases being acquired and coming on balance sheet as part of the Refinancing. See
“Use of Proceeds”.
(3) Reflects the incurrence of indebtedness from the Offering of the Notes of €125.0 million and the repayment of €40.0
million of indebtedness under the Revolving Facility under the Global Facilities Agreement. See “Use of Proceeds”.
(4) Represents pro forma senior debt less pro forma cash and cash equivalents.
(5) Represents pro forma total third-party debt less pro forma cash and cash equivalents.
(6) Reflects an increase in net interest expense due to the net effect of the incurrence of indebtedness from the Notes and a
decrease in interest expense from the repayment of €40.0 million of indebtedness under the Revolving Facility under
the Global Facilities Agreement. See “Use of Proceeds”.
(7) Net interest expense excludes the non-cash payment in kind interest paid on the Existing Belgian Bonds, which
amounted to €1.1 million.
50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion and analysis of our financial condition and results of operation in the periods set
forth below. This discussion should be read together with, and is qualified in its entirety by reference to, our
consolidated financial statements and the related notes thereto included elsewhere in this Listing Prospectus.
The following discussion should also be read in conjunction with “Presentation of Financial and Other
Information and Certain Definitions” and “Selected Historical Consolidated Financial Information”. Except for
the historical information contained herein, the discussion in this section contains forward-looking statements
that reflect our plans, estimates and beliefs and involve risks and uncertainties. Our actual results could differ
materially from those discussed in these forward-looking statements. Factors that could cause or contribute to
these differences include, but are not limited to, those discussed below and elsewhere in this Listing Prospectus,
particularly under “Risk Factors” and “Forward-Looking Statements”.
Overview
We are a worldwide leader in heavy lifting, complex transport projects and specialized crane rental services, and
have been active in the industry since 1955. With state of the art equipment and one of the world’s largest crane
fleets, we provide value-added engineering to offer our clients customized solutions to heavy lift and transport
challenges for industrial and infrastructure construction, installation, renovation, maintenance, and removal
projects. We provide our clients with the following services:
Heavy Lifting—We are a worldwide leader in lifting oversized and overweight objects, ranging from
bridges to reactors for oil and gas refineries to roof sections for sports stadiums.
Complex Transport—We specialize in transporting, handling, and assembling oversized and
overweight components that cannot be moved in a conventional manner, such as turbines for offshore
wind farms and the Space Shuttle Endeavour.
Engineering—Undertaking complex structural studies and selecting effective technical solutions,
using appropriate equipment and resources, in order to find the most suitable lifting and transport
techniques for our client’s requirements, are key components to our value-added proposition to our
clients.
Crane Rental Services—Our rental business consists of local rental of mobile cranes, principally with
operators, on an hourly or daily basis to support project and maintenance work for our clients, as well
as longer-term rental of hydraulic and lattice boom cranes, principally with operators.
We provide these services to the following sectors on a global basis:
Oil & Gas General
Industrial
Onshore &
Offshore
Wind Power
Civil
Works
Offshore &
Module Yards
Nuclear &
Power Plant Mining
We own and operate a global fleet of 1,593 cranes, 1,788 SPMT axle lines and an extensive inventory of other
specialized lifting and transport equipment, with a market value of approximately €1.2 billion and an estimated
replacement value of €1.7 billion as at September 30, 2014. We utilize our cranes and equipment flexibly
around the world and across industry sectors, deployed from a network of 86 depots on either a project or rental
basis, in order to optimize asset utilization, resource commitment, and return on invested capital. Accordingly,
due to our broad range of activities, covering project-related services to crane rentals, we are able to efficiently
manage utilization of our resources and optimize the deployment of our assets.
Our business is geographically diversified, serving clients across the globe and operated through two core
business segments: Global Projects and Regional Operations. Due to their size, complexity, and equipment and
engineering requirements, larger projects are generally managed from our headquarters in Belgium (our Global
Projects segment), while smaller projects, as well as the short- and medium-term rental of cranes with operators,
are managed at a local level in the respective regions (our Regional Operations segment). Some examples of our
51
recent projects include the transport and installation of the cable stay suspension towers on the Millau bridge in
France, the tallest bridge in the world, and the transport of 16 new lock doors for the Panama Canal, each
weighing between 1,900 tonnes and 4,300 tonnes, from the factory in Italy to their respective installation sites at
the Panama Canal.
Our in-house engineering team provides key value-added services and has developed proprietary designs and
creative solutions as certain projects and other activities require a customized approach. For example, our
engineering team designed and built the SGC-120, one of the world’s largest mobile cranes in terms of load
capacity and range, as well as numerous other adaptations of lifting and transportation equipment to provide
bespoke solutions for our clients. We complement our core business with a range of other ancillary activities,
including the sale of used cranes in the liquid secondary market, pro-active fleet management and maintenance,
as well as research and development.
For the twelve months ended September 30, 2014, we generated revenue of €628.5 million and EBITDA of
€151.1 million. Our pro forma EBITDA, after taking into account the effects of the Refinancing, is €177.5
million for the twelve months ended September 30, 2014. See “Summary Historical and Other Financial
Information—Pro Forma Financial Information”.
Factors Affecting Our Results of Operations
The results of our operations have been, and will continue to be, affected by a range of factors, many of which
are beyond our ability to predict or control. This section discusses the key factors that management believes
have had a material effect on our results of operations and financial condition during the periods under review,
as well as those that are reasonably likely to have a material effect on our results of operations and financial
condition in the future.
Activity levels and trends in the industry sectors and geographies that we serve
Our results are directly affected by the levels of activity and expenditure in the energy sector (oil and gas,
onshore and offshore wind power, nuclear and conventional power plants), offshore and module yards sector,
civil works sector (bridges and large infrastructure projects), the general industrial sector, and the mining sector.
Activity levels in these industries depend on a variety of factors, including regional and global demographic and
urbanization trends that affect demand for energy, infrastructure and industrial investments. Governmental
policies, regulation, availability and cost of financing, and energy and commodity prices drive the level of
capital expenditures in these sectors. Demand for our services is also driven by the growing trend toward
modular construction of large-scale structures at off-site locations and the transportation and assembly of the
modules at the project site, requiring specialized heavy lift and transport equipment and expertise. As the scale
of such projects requires specialized equipment and engineering solutions, smaller and/or local crane companies
that have smaller and less geographically mobile fleets than ours are less able to compete and are increasingly
excluded from the market.
We have benefitted from the diversity of sectors that we serve and our geographical diversity that has enabled us
to quickly shift resources from countries or regions where demand for our services has decreased to countries
that offer growth opportunities. For example, in 2012, the slowdown in Europe was offset by revenue growth
from oil and gas and infrastructure projects in the Middle East, the onshore and offshore wind power and mining
sectors in South Africa and Latin America, and the energy sector in Oceania. In 2013, lower than budgeted
revenues in Asia and Latin America were offset by higher than expected demand in Western Europe.
Whereas the individual sectors and geographies that we serve are subject to cyclical movements in the economy,
the diversification of our global operations, the broad range of client sectors we serve and our range of services
mitigates our exposure to the volatility and cyclicality of our markets. We utilize our cranes and specialized
equipment flexibly around the world and across industry sectors. Due to the lead times underpinning the need
for our various services, our rental activities, which experience shorter lead times, are generally subject to
greater impact from early fluctuations in the economic cycle, while our projects activities, which generally
require significant advance planning and therefore longer lead times, are generally subject to greater impact
from late cycle economic adjustments. As a result, we can often anticipate a slowdown of projects and related
capital expenditure at the beginning of an economic downturn in any one region and a positive effect on rental
services when the economy recovers, and shift our resources accordingly. In addition, our services cover
renovation and maintenance projects, as well as construction, installation and removal projects. This reduces our
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exposure to volatility in any one of our end markets, as renovation and maintenance projects typically increase
when there is a downturn in construction, installation and removal projects.
Expansion and upgrade of crane fleet and other equipment
Our revenue is dependent on the number of cranes we operate and their utilization levels, as well as the supply
and demand factors discussed above. In order to effectively compete with other providers of heavy lifting,
complex transportation and crane rental services, we must acquire, develop, and maintain high quality cranes
and other specialized equipment. For example, while cranes in the construction industry can typically be in use
for 30 years or longer, we provide services to clients who, due to project demands or local regulations, require
that we provide new or relatively new cranes. Certain countries, such as Australia or Kazakhstan, impose
restrictions, typically for safety or environmental reasons, on the age of cranes that can be imported.
In order to build our asset base in each region, we both acquire new cranes and relocate cranes from region to
region. We have built relationships with suppliers who allow us to sell back older cranes in exchange for new
cranes of the same capacity. Through our ancillary trading activities, we sell used cranes through the liquid
secondary markets and buy new cranes. We also own a wide range of special equipment, including SPMTs,
lifting towers, barges, jacking systems, and strand jacks, which complements our cranes to provide a full scope
of heavy lifting and logistical services, distinguishing us from our local competitors who do not offer as wide a
range of auxiliary equipment.
The growth of our operations has necessitated additional net investments in our fleet, and we have invested
€174.1 million, €169.6 million, €107.8 million and €62.0 million, respectively, in new fixed assets in 2011,
2012, 2013 and the nine months ended September 30, 2014. The decrease in our capital expenditure beginning
in 2013 reflects the significant investment in our assets in prior years. As a result, our fleet has expanded from
1,414 cranes as at January 1, 2012 to 1,593 cranes as at September 30, 2014 and the average age of our fleet has
decreased over the same period.
The table below shows the average age in years of the cranes in our fleet by type of crane and of our SPMT axle
lines, as well as the total number of cranes and SPMT axle lines at the dates indicated:
As at
December 31,
2012
As at
December 31,
2013
As at
September 30,
2014
(years)
Telescopic cranes (<200 tonnes) .................................... 9.7 9.0 8.5
Telescopic cranes (>200 tonnes) .................................... 8.8 8.0 7.7
Lattice boom cranes ........................................................ 11.0 10.4 9.8
SPMT ............................................................................... 6.9 6.0 5.1
Total number of cranes and SPMT axle lines
Cranes .............................................................................. 1,414 1,499 1,593
SPMT axle lines .............................................................. 1,428 1,690 1,788
Our business is also impacted by our ability to innovate from both an equipment and engineering perspective.
For example, we invest in the development of equipment, and in 2011, our in-house team developed the SGC-
120, with a lifting capacity of 3,200 tonnes. We utilized the SGC-120 in the construction of Intel’s US
manufacturing facilities in the United States, the loading of modules at a shipyard in China, the construction of a
nuclear plant in France, and in the construction of petrochemical plants in Indonesia and Saudi Arabia.
Executing these projects for our clients involved not only the deployment of the SGC-120, but also the
mobilization of the necessary support cranes to construct, transport and fully utilize the SGC-120. The support
cranes required to fully utilize the SGC-120 included crawlers, telescopic cranes, lattice boom cranes and an
SPMT.
We expect our capital expenditure in the medium term to be less than our capital expenditure in 2011 to 2013,
and more in line with 2014, as our fleet is young relative to its useful lifetime, and as we increase our focus on
maximising the benefits of our investments. In the short term, we will focus our investments in projects-based
activities in the onshore and offshore wind power, mining and oil and gas sectors in Africa and in the oil and gas
sector in North America. As part of our current capital expenditure program, we intend to focus on a
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replacement rather than a growth strategy, and plan to replace a number of smaller cranes with fewer large
cranes, such as crawler cranes with a capacity of at least 750 tonnes and telescopic cranes with capacity over
250 tonnes. We also intend to shift smaller cranes to developing countries.
Fleet management
The effective management of our fleet is a key driver of our business and requires a balance between utilization
of our equipment and the fees charged for deployment. The utilization rates of and fees for of our cranes vary
across the range of cranes in our fleet, depending on size, age, quality and features of the cranes, as well as
market practices in the regions where they operate. Several factors drive the utilization rates and fees for cranes,
including mobilization and deployment times; maintenance and downtime requirements; and market demand for
cranes of certain sizes or cranes equipped with special features. Due to our international presence, we can
relocate under-utilized cranes between regions or dispose of sizes or types of cranes that are under-utilized and
acquire cranes with higher utilization potential. We plan the allocation of our cranes centrally from our
headquarters and allocate our fleet based upon our expectation of future utilization and fees across our regions.
Since the end of 2009, we have monitored the forward-looking utilization rate of our entire crane fleet, relating
to the larger cranes (i.e. crawler cranes with a capacity of at least 750 tonnes and telescopic cranes with a
capacity of at least 250 tonnes). The deployment of larger cranes is planned further in advance than the
deployment of smaller cranes, giving us better visibility over utilization rates. As smaller cranes generally
follow, or are combined with, larger cranes on a particular project, we regard the forward-looking utilization rate
of the larger cranes as a strong indicator of our future performance as a whole.
We have and may continue to take steps to reduce the number of idle cranes including: exercising sale-back
options with manufacturers; trading idle cranes for cranes with higher demand, such as smaller cranes for larger
cranes; relocating cranes to areas with more activities, such as the relocation of part of our heavy lift crawler
fleet to Western Canada in response to demand in the oil and gas sector in 2013 and the relocation of smaller
cranes to growth markets, such as South Africa; and the deployment of cranes for either projects or rental
activities and vice versa. Our ancillary trading activities in the liquid secondary market also contribute to our
ability to optimize the utilization of our fleet, as we are able to sell cranes in one region and buy cranes in
another region to meet demand on projects, while avoiding the costs of transporting cranes across regions. We
implemented this strategy when activity in the mining sector in Australia slowed down, selling cranes in
Australia in order to purchase cranes in the United States to meet demand for projects in the oil and gas sector.
We are also focused on increasing operational performance and fleet management in order to optimize planning
and preventive maintenance, with the aim of reducing days-out-of-order and increasing utilization rates. We
implement maintenance schedules to reduce the risk of a large number of our cranes being out of operation
during the same period due to repair needs. As at September 30, 2014, we had installed “black boxes” in over
90% of our cranes to allow us to track the equipment and schedule maintenance more efficiently.
Geographical expansion and investment
We serve our clients on a global and local basis, following them around the world and into new geographic
markets, subsequently developing our operations in these markets. We have expanded into new regions to
diversify our operations and benefit from favorable growth outlooks. During the periods under review, we have
continued our expansion outside of Western Europe, as we identified suitable growth opportunities. For
example, we have increased our footprint in Canada where the oil and gas industry is expected by industry
analysts to perform strongly. Because we have expanded our operations into a number of new markets and
invested heavily in our cranes and other equipment, we have also been able to grow our revenue and maintain
stable EBITDA margins since 2006, despite the global financial and economic crisis. Our geographical
expansion decreased our reliance on Western Europe, with 37% of our revenue derived from Western Europe in
2011 compared to 33% in the twelve months ended September 30, 2014. We have pursued our expansion
strategy through the acquisition of carefully selected local crane operating companies and their assets, such as
Rigging International in the United States, investments in joint venture partnerships, such as our SNME joint
venture in the Middle East, and greenfield investments, in countries such as Kazakhstan, the Philippines,
Colombia and Peru.
Going forward, we are shifting our focus from our historic high capital expenditure growth strategy to a profit
maximization strategy, supported by strategic acquisitions. We intend to continue to focus on complex projects
and value-added engineering services to increase profitability in developed regions and to shift cranes from
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mature markets with limited growth potential to regions and markets where the end market is growing. For
example, we have intensified our activities in the wind energy markets in emerging economies as competition in
traditional western markets is increasing.
Margins
Our margins are driven by the factors that contribute to our revenue discussed above and our operating
expenses, which comprise: personnel costs (45% for the year ended December 31, 2013); subcontracting costs
relating to transport, equipment and manpower (33%); purchases of tires, fuel, spare parts, maintenance and
consumables (11%) and other costs including insurance, fees and commissions, rental costs and maintenance
and repairs (11%). Most of our operating expenses, approximately 70% for the year ended December 31, 2013
were variable, with costs such as personnel and subcontracting also varying across the regions in which we
operate. Our fixed costs are primarily impacted by expansion of regional offices.
Although we expanded our international operations and made significant net investments in our equipment
during the periods under review, we were able to maintain our EBITDA margins despite an increase in
subcontracting costs and one-off costs in relation to, for example, the restructuring of our operations in Mexico,
Chile and Australia in 2014. This was largely due to growth in demand for our services and our continued focus
on cost control.
Following the Offering of the Notes, we expect to improve our pro forma EBITDA and pro forma EBITDA
margin by using part of the proceeds of the Notes to exercise our purchase options under operating leases for
equipment, thus reducing our lease and operating rent costs. Although the exercise of these options will increase
our depreciation costs, we expect that this increase will be more than offset by the decrease in our lease and
operating rent costs.
Currency fluctuations
Our reporting currency is the euro, but certain of our subsidiaries generate revenue and incur expenses in
currencies other than euro, including the US dollar, the Australian dollar, the Canadian dollar, the Brazilian real,
the Indian rupee, the South African rand, the pound sterling and the Mexican peso. The assets and liabilities of
our overseas businesses, on one hand, are translated into euro at year-end exchange rates, which results in the
recognition of foreign exchange translation gains or losses. Revenues and costs of our overseas businesses, on
the other hand, are translated into euro at average rates of exchange for the year, to the extent that these rates
approximate the actual rates at the date of the transactions, for inclusion in our consolidated financial
statements. Consequently, increases and decreases in the value of the euro versus the currencies of our overseas
businesses will affect our reported results of operations and the value of our assets and liabilities in our
consolidated balance sheet, even if our results of operations and the value of those assets and liabilities have not
changed in their original currency. For example, in 2013, our net profit was negatively impacted by non-realized
exchange losses of €14.9 million. In the nine months ended September 30, 2014, foreign exchange translation
had a positive impact on our results as the euro declined against the US dollar, resulting in the reporting of lower
amounts paid to suppliers in US dollars, when translated into euros. The effect of this foreign exchange
translation rate exposure on our financial statements varies depending on the proportion of revenue derived from
currencies other than the euro.
We try to minimize the effect of foreign exchange rate fluctuations by matching the revenue and expenses and
liabilities (including debt financing) in each currency, to the extent commercially reasonable. In addition, we
evaluate exchange rate risks from time to time and, going forward, we will hedge our risks in accordance with
our new Global Foreign Exchange Risk Policy, which has been effective since October 1, 2014. Please see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and
Qualitative Disclosures about Market Risk—Exchange Rate Risk”
Description of Principal Profit and Loss Statement Line Items
The following discussion describes line items in our profit and loss statement reported in accordance with BE
GAAP.
55
Turnover
Turnover represents the value of payments receivable for the sale of goods and services in the ordinary course of
business activities, deducting any discounts allowed and excluding VAT and any other sales related taxes.
Income from projects activities is recognized in the profit and loss statement when an increase in future
economic benefits related to an increase in an asset or decrease of a liability has arisen that can be measured
reliably. If the outcome of a project can be estimated reliably, the income from such a project is recognized
using the percentage of completion method. Progress is measured for each contract on the proportion of the
expected total cost for the contract incurred to date, excluding the cost of subcontracted work. An expected loss
on a project is recognized immediately in the profit and loss statement. Crane rental income is recognized over
the rental period. Profits on trading of equipment and profits on sale of fixed assets are accounted at the time of
transfer of ownership.
Total operating income
Total operating income comprises turnover, income from stocks of finished goods and contracts in progress,
own work capitalised, and other operating income.
Stocks of finished goods and contracts in progress comprises a variety of work in progress. Contracts in
progress are valued at cost including the attributable margin according to the percentage of completion method.
Progress is measured for each contract on the proportion of the expected total cost for the contract incurred to
date, excluding the cost of subcontracted work. An expected loss on a project is recognized immediately in the
income statement.
Own work capitalised includes the production cost of in-house developed equipment that qualifies as a tangible
fixed asset and investments in fixed assets to increase their useful life. The production cost includes the cost of
materials, direct internal production costs and the pro rata indirect production costs attributable to these assets.
Other operating income mainly represents capital gains on sale and disposal of fixed assets, indemnities
received or claimable from insurance companies and other income related to operations.
Total operating charges
Total operating charges comprises: raw materials and consumables; services and other goods; remuneration,
social security costs and pensions; depreciations and amounts written off on formation expenses, intangible
fixed assets, tangible fixed assets and positive consolidation differences; amounts written off on stocks,
contracts in progress and trade debtors; provisions for liabilities and charges; and other operating charges.
Raw materials and consumables represents the cost of raw materials used in the generation of our turnover,
including tires, fuel, spare parts and consumables.
Services and other goods comprises the costs we incur for services and goods provided by third parties,
including rent, subcontracting costs, insurance costs, travel and lodging costs, fees and commissions, and office
costs. Subcontracting costs primarily relate to transportation, equipment and labor. These are recognised at cost
as incurred.
Other operating charges includes losses on disposal of fixed assets, losses on trade receivables, temporary
import charges, and non-recoverable VAT and sales taxes related to operations (road taxes, taxes on motor
vehicles and other similar taxes).
Financial income
Financial income represents income from financial fixed assets and current assets. Other financial income
comprises realized and unrealized foreign exchange gains.
Financial charges
Financial charges represents the interest expense and charges on our bank borrowings, financial leases and bank
guarantees, realized and unrealized foreign exchange losses, as well as losses from adverse movements in
exchange rates.
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Income tax expenses
Income tax expense includes all current and deferred taxes calculated in accordance with the relevant income
tax laws applicable in the jurisdictions where we operate.
In our BE GAAP statutory accounts, we report depreciation of our property, plant and equipment using the
accelerated depreciation method, such that the amount of depreciation taken each year is higher during the early
years of an asset’s life. This also defers income taxes by reducing taxable income in the early years of an asset’s
life, and thereby results in the creation of deferred taxes.
Results of Operations
The following table sets out our consolidated profit and loss statement data for the period indicated:
Year ended December 31,
Nine months ended
September 30,
Twelve
months
ended
September
30,
2011 2012 2013 2013 2014 2014
(audited) (unaudited) (unaudited)
(€ million)
Turnover ................................................................................ 470.0 560.3 592.1 439.1 475.5 628.5
Stocks of finished goods and contracts in progress ................. (1.9) 0.0 (0.7) (0.1) 0.1 (0.5)
Own work capitalised .............................................................. 9.5 5.1 2.2 1.4 3.0 3.8 Other operating income ........................................................... 11.1 10.1 15.6 11.9 11.0 14.7
Total operating income ......................................................... 488.7 575.6 609.1 452.3 489.6 646.4
Raw materials and consumables .............................................. (48.0) (39.1) (39.0) (27.5) (33.6) (45.1) Services and other goods ......................................................... (175.0) (219.2) (243.5) (176.5) (205.5) (272.5)
Remuneration, social security costs and pensions ................... (131.9) (155.1) (167.2) (124.4) (129.8) (172.6) Depreciations and amounts written off on formation expenses,
intangible fixed assets, tangible fixed assets and positive
consolidation differences ..................................................... (76.6) (86.3) (97.0) (71.4) (69.5) (95.1) Amounts written off stocks, contracts in progress and trade
debtors ................................................................................. (15.7) (6.7) (6.9) (3.5) (4.2) (7.6)
Provisions for liabilities and charges ....................................... (2.4) (4.0) (1.1) 1.8 (1.1) (4.0) Other operating charges........................................................... (7.1) (13.2) (8.6) (7.3) (4.0) (5.3)
Total operating charges ........................................................ (456.8) (523.6) (563.1) (408.8) (447.7) (602.2)
Operating profit/(loss) ........................................................... 31.9 52.0 46.0 43.5 41.9 44.4
Financial income .................................................................... 25.0 15.8 15.6 17.5 27.1 25.2
Financial charges ................................................................... (45.1) (51.0) (66.1) (57.6) (42.8) (51.3)
Profit/(loss) on ordinary activity before taxes ..................... 11.8 16.7 (4.6) 3.4 26.2 18.1
Extraordinary income ........................................................... 0.1 0.7 2.6 2.8 — (0.2)
Extraordinary charges .......................................................... (0.5) (2.3) (0.1) (1.0) — 0.9
Profit/(loss) for the period before taxes ............................... 11.4 15.1 (2.0) 5.2 26.2 18.9
Transfer to/from deferred taxes ............................................... 0.2 (7.6) (7.6) (8.0) (9.2) (8.8)
Income taxes ........................................................................... (6.8) (4.9) (9.1) (6.8) (6.5) (8.8)
Income tax expenses .............................................................. (6.6) (12.5) (16.7) (14.8) (15.7) (17.6)
Profit/(loss) of the period ...................................................... 4.7 2.7 (18.7) (9.6) 10.5 1.2
Results of Operations for the Nine Months Ended September 30, 2014 compared to the Nine Months Ended
September 30, 2013
Turnover
Turnover increased by €36.4 million, or 8.3%, to €475.5 million in the nine months ended September 30, 2014
from €439.1 million in the nine months ended September 30, 2013, due to organic growth resulting from better
utilization of our cranes.
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Turnover from our Global Projects segment increased by €6.3 million, or 10.0%, to €69.2 million in the nine
months ended September 30, 2014 from €62.9 million in the nine months ended September 30, 2013. This
increase was due to an increase in project activities directly executed by the Global Projects segment.
Turnover from our Regional Operations segment increased by €30.8 million, or 8.2%, to €406.1 million in the
nine months ended September 30, 2014 from €375.3 million in the nine months ended September 30, 2013. This
increase came from strong performance in Eastern Europe, Asia, North America and Latin America, where
economic activity is picking up, and was offset by a decrease in turnover from Oceania. Turnover from Eastern
Europe increased by €11.6 million (58.6%); turnover from Asia increased by €11.1 million (40.5%); turnover
from North America increased by €6.0 million (14.1%); and turnover from Latin America increased by €8.7
million (41.2%). Turnover from Oceania decreased by €12.8 million (28.6%) due to a downturn in the mining
sector in Australia, while turnover from the Middle East decreased slightly by €0.4 million.
Total operating income
Total operating income increased by €37.3 million, or 8.3%, to €489.6 million in the nine months ended
September 30, 2014 from €452.3 million in the nine months ended September 30, 2013 due to an increase in
turnover, offset in part by a decrease in other operating income.
Total operating charges
Total operating charges increased by €38.9 million, or 9.5% to €447.7 million in the nine months ended
September 30, 2014 from €408.8 million in the nine months ended September 30, 2013. This increase was due
to an increase in costs related to services and other goods; raw materials and consumables; remuneration, social
security costs and pensions; and amounts written off stocks, contracts in progress and trade debtors and
generally reflecting the growth of our business. Depreciation and amounts written off on formation expenses,
intangible fixed assets, tangible fixed assets and positive consolidation differences remained relatively stable at
€69.5 million in the nine months ended September 30, 2014 as compared to €71.4 million in the nine months
ended September 30, 2013.
Services and other goods increased by €29.0 million, or 16.4%, to €205.5 million in the nine months ended
September 30, 2014 from €176.5 million in the nine months ended September 30, 2013 as a result of the growth
of our business.
Raw materials and consumables costs increased by €6.0 million, or 21.9%, to €33.6 million in the nine months
ended September 30, 2014 from €27.5 million in the nine months ended September 30, 2013 due to additional
costs for tires, equipment, consumables and spare parts for maintenance as a result of the continued growth of
our business.
Remuneration, social security costs and pensions increased by €5.4 million, or 4.3%, to €129.8 million in the
nine months ended September 30, 2014 from €124.4 million in the nine months ended September 30, 2013 due
to an increase in headcount.
Operating profit
Operating profit decreased by €1.6 million, or 3.7%, to €41.9 million in the nine months ended September 30,
2014 from €43.5 million in the nine months ended September 30, 2013 for the reasons discussed above and
reflecting the greater increase in our operating charges relative to operating income.
Financial income
Financial income increased by €9.6 million, or 54.8%, to €27.1 million in the nine months ended September 30,
2014 from €17.5 million in the nine months ended September 30, 2013. This increase was due to unrealized
foreign exchange gains, as a result of the weakening of the euro.
Financial charges
Financial charges decreased by €14.8 million, or 25.7%, to €42.8 million in the nine months ended September
30, 2014 from €57.6 million in the nine months ended September 30, 2013. This decrease was due to unrealized
foreign exchange losses, as a result of the weakening of the euro.
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Income tax expenses
Income tax expenses increased by €0.8 million, or 5.4%, to €15.7 million in the nine months ended September
30, 2014 from €14.8 million in the nine months ended September 30, 2013. This increase was due to an increase
in relation to deferred taxes in the amount of €1.2 million, offset in part by a decrease in current income taxes of
€0.3 million.
Profit for the period
Profit for the period increased to €10.5 million in the nine months ended September 30, 2014 from a loss of €9.6
million in the nine months ended September 30, 2013 for the reasons discussed above.
Results of Operations for the Year Ended December 31, 2013 compared to the Year ended December 31, 2012
Turnover
Turnover increased by €31.8 million, or 5.7%, to €592.1 million in the year ended December 31, 2013 from
€560.3 million in the year ended December 31, 2012. This was driven by an increase in turnover from our
Regional Operations segment, reflecting the growth of our business, which was partly offset by a decrease in
turnover from our Global Projects segment, reflecting a change in the reporting and booking of certain projects,
as described below.
Turnover from our Global Projects segment decreased by €9.7 million, or 10.4%, to €83.7 million in 2013 from
€93.4 million in 2012. This decrease was due to mid-sized cranes being shifted from our Global Projects
segment to our Regional Operations segment beginning in 2013, as well as a change in reporting of certain
projects. As some regions, for example, Western Europe and North America, are becoming more mature in
terms of organization, some large projects are being managed and booked in those regions.
Turnover from our Regional Operations segment increased by €43.0 million, or 9.3%, to €507.3 million in 2013
from €464.3 million in 2012. Strong performance in Western Europe, North America, Middle East and Oceania
offset a decrease in turnover in other regions, such as South Africa and Latin America. Turnover from Western
Europe increased by €21.0 million primarily due to shifting of projects from our Global Projects segment to our
Western Europe segment as a result of the increased capacity and skill level in our Western European operations
and to strong growth in our activities in the UK; turnover from Oceania increased by €18.5 million primarily
due to demand from the energy sector in Australia; and turnover from the Middle East increased by €7.3 million
primarily due to demand from the oil and gas sector in Saudi Arabia and infrastructure investments in Qatar and
Oman. Turnover from South Africa, Latin America, Asia and Eastern Europe decreased slightly by €5.1 million,
€3.4 million, €1.3 million and €1.0 million, respectively, due to macroeconomic uncertainty in these regions and
currency translation losses resulting from the rise in the value of the euro against local currencies in these
regions, primarily the US dollar, the Australian dollar, the Indian rupee and the South African Rand.
Based on management estimates, the strengthening of the euro in 2013 as compared to 2012 negatively
impacted our total turnover by €30.6 million.
Total operating income
Total operating income increased by €33.5 million, or 5.8%, to €609.1 million in the year ended December 31,
2013 from €575.6 million in the year ended December 31, 2012. This increase reflects the €31.8 million
increase in turnover discussed above and a €5.5 million increase in other operating income due to an increase of
€3.6 million in capital gains on disposal of fixed assets and a €1.8 million increase in other operating income.
This was partly offset by a €3.0 million decrease in own work capitalized.
Total operating charges
Total operating charges increased by €39.5 million, or 7.5%, to €563.1 million in the year ended December 31,
2013 from €523.6 million in the year ended December 31, 2012. This increase reflects an increase in costs
related to services and other goods; remuneration, social security costs and pensions; and depreciations and
amounts written off on formation expenses, intangible fixed assets, tangible fixed assets and positive
consolidation differences. Raw materials and consumables costs remained relatively stable at €39.0 million in
2013 compared to €39.1 million in 2012.
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Services and other goods increased by €24.2 million, or 11.1%, to €243.5 million in the year ended December
31, 2013 from €219.2 million in the year ended December 31, 2012, due to increased subcontracting costs,
rental charges and operating lease costs as a result of our international expansion.
Remuneration, social security costs and pensions increased by €12.0 million, or 7.7%, to €167.2 million in the
year ended December 31, 2013 from €155.1 million in the year ended December 31, 2012 due to an increase in
headcount from 3,826 full-time equivalent employees as at December 31, 2012 to 4,262 full-time equivalent
employees as at December 31, 2013 reflecting our net investments in our larger crane fleet and to support the
growth of our international operations, including in Canada, Kazakhstan and North Africa. These headcount
numbers include all of the full-time equivalents of our subsidiaries and joint ventures, whether or not the results
of such entities are fully consolidated in our financial statements.
Depreciation and amounts written off on formation expenses, intangible fixed assets, tangible fixed assets and
positive consolidation differences increased by €10.7 million, or 12.4%, to €97.0 million in the year ended
December 31, 2013 from €86.3 million the year ended December 31, 2012, primarily due to increased
depreciation following large investments in cranes and other equipment made in previous years.
Operating profit
Operating profit decreased by €6.0 million, or 11.6%, to €46.0 million in the year ended December 31, 2013
from €52.0 million in the year ended December 31, 2012 for the reasons described above. A stronger euro in
2013 as compared to 2012 negatively impacted operating profit by €12.2 million.
Financial income
Financial income decreased slightly by €0.2 million, or 1.4%, to €15.6 million in the year ended December 31,
2013 from €15.8 million in the year ended December 31, 2012.
Financial charges
Financial charges increased by €15.1 million, or 29.6%, to €66.1 million in the year ended December 31, 2013
from €51.0 million in the year ended December 31, 2012. This was driven by an increase in realized exchange
losses of €9.0 million, an increased in unrealized exchange losses of €2.8 million and an increase in interest
expenses of €2.5 million and an increase in other financial charges (commitment fees and bank charges) of €0.8
million.
Income tax expenses
Income tax expenses increased by €4.2 million, or 33.6%, to €16.7 million in the year ended December 31, 2013
from €12.5 million in the year ended December 31, 2012. This increase was primarily due to strong results in
the UK and Australia, where we paid higher income taxes as we did not have tax losses to offset our income,
and due to the non-recognition of any deferred tax assets for some entities that recorded losses but which we are
unlikely to be able to use such tax assets in the future.
Profit for the period
Profit for the period was a loss of €18.7 million in the year ended December 31, 2013, compared to a gain of
€2.7 million in the year ended December 31, 2012 for the reasons described above.
Results of Operations for the Year Ended December 31, 2012 compared to the Year ended December 31, 2011
Turnover
Turnover increased by €90.3 million, or 19.2%, to €560.3 million in the year ended December 31, 2012 from
€470.0 million in the year ended December 31, 2011. This was due to the strong performance of our Regional
Operations segment, offset in part by a decrease in turnover from our Global Projects segment.
Turnover from our Regional Operations segment increased by €114.5 million, or 32.7%, to €464.3 million in the
year ended December 31, 2012 from €349.8 million in the year ended December 31, 2011. The biggest
60
contributors to this increase were North America, Oceania, South Africa and Asia, which showed increases in
turnover for the period of €25.1 million (97.3%), €19.5 million (90.7%), €18.8 million (68.1%) and €16.9
million (90.9%), respectively. Turnover from North America was driven by demand in the oil sands sector in
Canada, turnover from South Africa was driven by demand in the onshore and offshore wind power and mining
sectors, and turnover in Asia and Oceania were driven by the mining and energy sectors, respectively. These
increases were offset by a decline in turnover from Eastern Europe of €6.7 million, largely due to a €5.2 million
decrease in turnover in Poland as a result of delays or postponements of four power plants projects, with each
project valued at approximately €20 million, and a €2.3 million decrease in turnover in Russia following the
completion of projects.
Turnover from our Global Project segment decreased by €20.0 million, or 17.6%, to €93.4 million in the year
ended December 31, 2012 from €113.4 million in the year ended December 31, 2011 due to the ongoing change
in reporting of certain projects. As some regions, for example, Western Europe and North America, are
becoming more mature in terms of organization, some large projects are being managed and booked in those
regions.
Total operating income
Total operating income increased by €86.9 million, or 17.8%, to €575.6 million in the year ended December 31,
2012 from €488.7 million in the year ended December 31, 2011. This reflects the increase in turnover discussed
above.
Total operating charges
Total operating charges increased by €66.8 million, or 14.6%, to €523.6 million in the year ended December 31,
2012 from €456.8 million in the year ended December 31, 2011. This increase reflects an increase in costs
related to services and other goods; remuneration, social security costs and pensions; and depreciations and
amounts written off on formation expenses, intangible fixed assets, tangible fixed assets and positive
consolidation differences.
Services and other goods increased by €44.3 million, or 25.3%, to €219.2 million in the year ended December
31, 2012 from €175.0 million in the year ended December 31, 2011, mainly due to increased costs related to our
geographic and fleet expansion, primarily subcontracting fees, transport charges and rental costs.
Remuneration, social security costs and pensions increased by €23.2 million, or 17.6%, to €155.1 million in the
year ended December 31, 2012 from €131.9 million in the year ended December 31, 2011, primarily due to an
increase in headcount from 3,502 full-time equivalent employees as at December 31, 2011 to 3,826 full-time
equivalent employees as at December 31, 2012, resulting from the further international expansion of our
business. These headcount numbers include all of the full-time equivalents of our subsidiaries and joint
ventures, whether or not the results of such entities are fully consolidated in our financial statements.
Depreciation and amounts written off on formation expenses, intangible fixed assets, tangible fixed assets and
positive consolidation differences increased by €9.6 million, or 12.6%, to €86.3 million in the year ended
December 31, 2012 from €76.6 million in the year ended December 31, 2011, primarily due to increased
depreciation following our large investments in cranes and other equipment made in previous years.
These increased costs were offset in part by decreases in amounts written off stocks, contracts in progress and
trade debtors, and in raw materials and consumables. Amounts written off stocks, contracts in progress and trade
debtors decreased by €9.1 million, or 57.7%, to €6.7 million in the year ended December 31, 2012, from €15.7
million in 2011 as a result of better management of payments collection. Raw materials and consumables
decreased by €8.9 million, or 18.6%, to €39.1 million in the year ended December 31, 2012 from €48.0 million
in the year ended December 31, 2011 due to decreases in consumables due to the disposal of V. Geest
Betontechniek, which had accounted for €10 million in consumables costs in 2011.
Operating profit
Operating profit increased by €20.1 million, or 63.0%, to €52.0 million in the year ended December 31, 2012
from €31.9 million in the year ended December 31, 2011 for the reasons described above.
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Financial income
Financial income decreased by €9.2 million, or 36.8%, to €15.8 million in the year ended December 31, 2012
from €25.0 million in the year ended December 31, 2011. This reflects a decrease of €9.3 million, or 38.0%, in
other financial income to €15.1 million in 2012 from €24.4 million in 2011, primarily due to the weakening of
the euro.
Financial charges
Financial charges increased by €5.9 million, or 13.1%, to €51.0 million for the year ended December 31, 2012
from €45.1 million in the year ended December 31, 2011. This increase was the result of an increase in interest
expenses to €28.5 million in 2012 from €23.6 million in 2011 due to an increase in our total financial debt.
Income tax expenses
Income tax expenses increased by €5.9 million, or 88.6%, to €12.5 million in the year ended December 31, 2012
from €6.6 million in the year ended December 31, 2011. This increase was due to an increase in relation to
deferred taxes in the amount of €7.7 million due to accelerated depreciation in our statutory accounts in
accordance with BE GAAP, offset in part by a decrease in current income taxes paid of €1.8 million for the
period, primarily due to major investments by our Belgian subsidiary, Sarens NV.
Profit for the period
Profit for the period decreased by €2.1 million, or 43.5%, to €2.7 million in the year ended December 31, 2012
from €4.7 million in the year ended December 31, 2011 for the reasons described above.
Liquidity and Capital Resources
Our liquidity requirements arise primarily from the need to fund our working capital, capital expenditures, debt
service obligations, other commitments, contractual obligations and strategic bolt-on acquisitions. Our primary
sources of liquidity across our businesses are our cash flows from operating activities, committed bank facilities,
committed lease facilities and the debt capital markets.
We use financial and operating lease agreements to finance our investments in our crane fleet. These leases are
primarily long term in nature and are recognized in accordance with BE GAAP. Given the longevity of our
cranes, we are able to conclude sale and lease back agreements on cranes which are free of lease obligations,
which increase our flexibility for financing and refinancing.
As at September 30, 2014, we had €222.1 million of unutilized bank lines.
For a description of our indebtedness, please see “Description of Other Indebtedness.”
Cash Flow Summary
The table below sets forth information regarding our cash flows for the years ended December 31, 2011, 2012
and 2013 and for the nine months ended September 30, 2013 and 2014.
Year ended
December 31,
Nine months ended
September 30,
Twelve
months
ended
September
30,
2011 2012 2013 2013 2014 2014
(unaudited for all periods)
(€ million)
Cash flow from operating activities ......................... 92.4 141.7 130.7 68.3 70.6 133.0
Cash flow from investing activities........................... (177.2) (177.0) (109.7) (97.6) (64.8) (76.8)
Cash flow from financing activities .......................... 80.2 57.4 (20.3) 26.6 (12.4) (59.3)
Cash and cash equivalents at end of period............. 18.9 40.2 42.4 40.7 35.6 35.6
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Nine Months Ended September 30, 2014 and September 30, 2014
Cash from operating activities was €70.6 million in the nine months ended September 30, 2014, compared to
cash from our operating activities of €68.3 million in the nine months ended September 30, 2013. Cash flow
from operating activities consisted mainly of operating profit of €41.9 million, non-cash items such as
depreciation and provisions of €74.8 million, less changes in working capital in the amount of €35.0 million.
Cash used in investing activities was €64.8 million in the nine months ended September 30, 2014, compared to
cash used in investing activities of €97.6 million in the nine months ended September 30, 2013. This was due to
our reduced capital expenditures for 2014.
Cash used in financing activities was €12.4 million in the nine months ended September 30, 2014, compared to
cash from financing activities of €26.6 million in the nine months ended September 30, 2013. This was due to
financial charges of €22.9 million in the nine months ended September 30, 2014 compared to €24.4 million in
the nine months ended September 30, 2013, and a €40.5 million decrease in net debt movements to €10.5
million in the nine months ended September 30, 2014 from €51.0 million in the nine months ended September
30, 2013 reflecting limited additional funding needs from our reduced capital expenditure program.
Year Ended December 31, 2013 and December 31, 2012
Cash from operating activities was €130.7 million in the year ended December 31, 2013, compared to €141.7
million in the year ended December 31, 2012. This decrease was primarily due to a decrease in operating profit
of €6.0 million, a negative change in working capital of €10.4 million due to an increase in trade debtors, a €2.9
million decrease in provisions for liabilities and charges and a €1.6 million increase in income tax paid, offset
by a €10.7 million increase in depreciation, reflecting our investment in assets in previous years.
Cash used in investing activities was €109.7 million in the year ended December 31, 2013, compared to €177.0
million in the year ended December 31, 2012. This decrease in cash used in investing activities was primarily
due to a decrease in the amount invested in cranes and other equipment of €61.8 million reflecting our reduced
capital expenditure program following our significant expenditure in our assets in previous years.
Cash used in financing activities was an outflow of €20.3 million in the year ended December 31, 2013,
compared to an inflow of €57.4 million in the year ended December 31, 2012. This was due primarily to net
debt movements of €13.1 million in 2013 compared to €81.0 million in 2012, reflecting limited additional
funding needs from our reduced capital expenditure program in 2013, and a €5.2 million increase in interest and
other financial charges reflecting higher financial debt in 2013.
Year Ended December 31, 2012 and December 31, 2011
Cash flow from operating activities increased to €141.7 million in the year ended December 31, 2012 from
€92.4 million in the year ended December 31, 2011, primarily due to an increase in operating profit of €20.1
million, positive changes in working capital of €27.6 million due to better payment terms with our major
suppliers and a €9.7 million increase in depreciation, reflecting our investment in assets in previous years. These
were offset in part by a €9.0 million decrease in bad debt provisions and write-offs on work in progress.
Cash used in investing activities was €177.0 million in the year ended December 31, 2012, a slight decrease
from €177.2 million in the year ended December 31, 2011.
Cash flow from financing activities decreased to €57.4 million in the year ended December 31, 2012 from €80.2
million in the year ended December 31, 2011. This reflects lower cash flow from capital increases in connection
with Waterland PE’s acquisition of shares in the Company (€50 million in 2011 compared to €25 million in
2012), the incurrence of €20.4 million of debt structuring costs in 2012, as we restructured our existing credit
facilities and entered into new senior facilities to fund further international expansion and a €11.7 million
increase in interest and other financial charges reflecting higher financial debt in 2012. These were offset in part
by a €34.3 million increase in net debt movements.
In connection with Waterland PE’s investment in the Company, the Company’s share capital was fully paid up
in 2012.
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Working Capital
Our working capital needs include trade debts and other amounts payable. Our working capital includes stocks
and contracts in progress, trade receivables, other amounts receivable within one year. In the nine months ended
September 30, 2014, working capital decreased by €2.1 million due to an increase in trade debtors. In the year
ended December 31, 2013, working capital decreased by €10.4 million due to an increase in trade debtors. In the
year ended December 31, 2012, working capital increased by €27.6 million due to better payment terms with
our major suppliers, which allow us to defer payments on new equipment for up to 12 months.
Capital Expenditures
Our capital expenditures mainly consist of acquisition of cranes, SPMTs and other equipment. We incurred
substantial capital expenditures and costs related to the acquisition of cranes and equipment during the periods
under review.
The following table sets out our historical capital expenditures for the periods indicated.
Year ended
December 31,
Nine months
ended
September 30,
Twelve months
ended
September 30,
2011
2012
2013
2013
2014
2014
(audited) (unaudited)
(€ million)
Net investments in tangible fixed assets ............................ 174.1 169.6 107.8 93.9 62.0 75.9
Net investments in intangible fixed assets ......................... 1.9 1.9 (0.2) 0.0 0.6 0.4
As part of our capital expenditure program in 2013, we acquired 29 cranes for our Middle East operations, 32
for our Australian operations, eight for our Canadian operations, and we invested in 128 axle lines and one
barge for the Global Projects segment. In 2012, our acquisitions included three new crawler cranes with
capacities over 1,000 tonnes, 100 SPMT axle lines, several new barges, lifting towers and telescopic cranes. In
2011, we invested in a large number of crawler and mobile cranes, SPMTs, a large barge, trailers and additional
transport equipment to increase our global footprint. We expect our annual capital expenditure in the medium
term to be less than capital expenditure in the 2011 to 2013 period, and more in line with 2014, as we have
invested heavily in the expansion of our fleet in recent years.
Contractual Obligations and Commercial Commitments
The following table sets forth our financial obligations as at September 30, 2014, as adjusted to give effect to the
use of proceeds from the Notes offered hereby.
Q4-2014 2015 2016-2017 2018-2019
2020 and
after Total
(€ million)
Notes offered hereby ................................................. — — — — 125.0 125.0
Existing Belgian Bonds ............................................. — — 42.8 — — 42.8
EH Facility Agreement .............................................. 2.4 16.0 31.9 31.9 29.6 111.8
Global Facilities Agreement—Lease Facility ............ 13.8 52.2 93.7 61.8 42.1 263.6
Global Facilities Agreement—Revolving Facility .... — — — 22.0 — 22.0
SNME Credit Facility Agreement ............................. 0.6 2.6 5.5 5.9 1.0 15.6
SNME Hermes Covered Credit Facility Agreement . 0.8 1.6 3.1 3.1 3.1 11.7
Bilateral loans and financial leases(1)
......................... 7.4 22.1 28.8 13.1 3.4 74.8
Short-term borrowings ............................................... 29.3 — — — — 29.3
Total .......................................................................... 54.3 94.5 205.8 137.8 204.2 696.6
(1) Includes 113 finance leases for an aggregate amount of €20.6 million as at September 30, 2014 and 73 bilateral term
loans for an aggregate amount of €54.3 million as at September 30, 2014.
64
Contingent Obligations and Off-Balance Sheet Arrangements
We have contingent liabilities in respect of bank guarantees and other guarantees provided in the ordinary
course of business. In the ordinary course of business, we are required to provide performance guarantees in the
form of cash or bank guarantees in connection with the execution of projects. In the case of bank guarantees, a
bank to which we would ultimately be liable, issues a bond on our behalf to guarantee our obligations to the
beneficiary (i.e., in the case of a performance guarantee satisfactory completion of a project). As at September
30, 2014, the total value of the performance and other bank guarantees we had furnished to third parties was
€39.1 million.
We also enter into operating leases, which are recorded off-balance sheet. As at September 30, 2014, we had
€62.4 million in operating leases, all of which were off-balance sheet. Following the Offering of the Notes, we
expect to use €62.4 million of the proceeds of the Notes to exercise our purchase options under operating leases,
thereby bringing such amount of our operating leases on balance sheet.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market, operational and financial risks arising from our activities. The main market risks that
we face relate to fluctuations in exchange rates (exchange rate risk) and interest rates (interest rate risk), the
availability of funds to meet business needs (liquidity risk), and the risk of default by counterparties (credit risk).
We seek to mitigate these risks through our business controls, organizational structure, management methods
and internal control systems.
Exchange Rate Risk
We have international operations and are therefore exposed to foreign exchange risk. We are exposed to
fluctuations primarily in respect of the US dollar, the Australian dollar, the Canadian dollar, the Brazilian real,
the South African rand, the sterling pound and the Mexican peso. Going forward, we expect to hedge our
exchange rate risk in accordance with our foreign exchange risk policy (the “Global Foreign Exchange Risk
Policy”), which has been effective since October 1, 2014.
The objectives of our Global Foreign Exchange Risk Policy are (i) to minimize, to the extent possible and at
reasonable hedging cost, the impact of adverse exchange rate fluctuations on our operating income by hedging
our forecasted transaction exposure within the levels described below and (ii) to mimize our financial balance
sheet items exposure by prohibiting assumptions of translation risks by any Group company, to the extent
possible, and without exposing us to risks with transactions that could be regarded as speculative. Our policy is
to centralize all global transaction risks at our headquarters where they can be most effectively managed. All
Group entities are therefore required to report and hedge 100% of their transaction exposure with our
headquarters. After aggregating and netting all booked transaction exposures, our corporate finance treasury
function at our headquarters enters into external hedging transactions as part of its normal business. We will
only enter into derivative contracts with financial institutions with an S&P credit rating of BBB or better.
For each non-euro currency, we seek to hedge between (i) 60% and 80% of our exchange rate risk exposure for
up to six months, (ii) 40% and 60% of our exposure for between six and 12 months, and (iii) 20% and 40% of
our exposure for between 12 and 24 months. Our Global Foreign Exchange Risk Policy provides that we should
not hedge an exposure in a currency that represents less than 5% of the total exposure in all foreign currencies
(whether hedged or not). Hedging of currency flows deviating from these percentages must be submitted to our
Chief Financial Officer, who approves such hedging on a case-by-case basis.
Interest Rate Risk
As at September 30, 2014, 41.5% of our long-term total debt was at floating interest rates, before taking into
account the hedging of future interest payments. Interest rates are highly sensitive to many factors, including
governmental, monetary and tax policies, international and domestic economic and political conditions, and
other factors beyond our control. To manage our interest rate risk in connection with our debt, we enter into
derivative instruments, such as interest rate swap agreements. We currently have in place a series of interest rate
swaps maturing in connection with our debt. As at September 30, 2014, 47.5% of our long-term debt bearing
floating interest rates was hedged by derivative instruments.
65
Liquidity Risk
We have used bank facilities, lease facilities and the debt capital markets to finance our historic capital
expenditures. Due to these financial debts, we have significant historic financial obligations which may lead to
liquidity risks. We monitor our financial obligations on a monthly basis. The vast majority of our financial debts
have a long term nature. See “Description of Other Indebtedness.”
We currently have sufficient undrawn funds and cash for our working capital purposes.
Credit Risk
We believe the risk of non-recoverability to be small in view of the reputation and solvency of our clients, the
diversification of our client portfolio, and the constant monitoring of our outstanding receivables. Write-offs on
trade receivables in the nine months ended September 30, 2014 were €2.0 million, and were €6.9 million, €7.0
million, and €14.7 million in 2013, 2012 and 2011, respectively. These amounts accounted for 0.3%, 1.1%,
1.2% and 3.1%, respectively, of total revenue.
Critical Accounting Estimates and Judgements
The preparation of our consolidated financial statements in accordance with BE GAAP involves certain
judgements and calculations about future events relating to our operations, developments and financial
performance. The principle of substance over form is applied, whereby the ultimate goal is to include all details
of any importance to form an opinion of the assets, financial position and results of our business. Management is
required to form judgments, assumptions and estimates about the assets and liabilities carried forward. The
judgements, estimates and assumptions are reviewed on an ongoing basis. Changes in estimates are recognized
in the period in which the revision is made and in future periods for which the revision has consequences.
Actual results may differ from calculations and assumptions taken into consideration in the preparation of our
financial statements.
The following is a summary of the key accounting policies which require management to make judgments,
estimates and assumptions.
Recognition of income
Income is recognised in the income statement when an increase in future economic benefits related to an
increase in an asset, or a decrease of a liability, has arisen which can be measured reliably.
If the outcome of a project can be estimated reliably, the operating income from such a project is recognized
using the percentage of completion method. Progress is measured for each contract on the proportion of the
expected total cost for the contract incurred to date, excluding the cost of subcontracted work. An expected loss
on a project is recognized immediately in the income statement. Crane rental income is recognized over the
rental period. Profits on trading equipment and profits on sale of fixed assets are accounted for at the time of
transfer of economic ownership.
Basis of Consolidation
Our consolidated statements include the financial data of our subsidiaries, jointly controlled entities and
associates. Subsidiaries are all entities over which the Company has the power, directly or indirectly, to control
the financial and operating policies, generally implying that the Company holds 50% +1 of the voting rights.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on
which we acquired control until the date that the control ceases.
Intercompany transactions, balances and unrealized gains on transactions between our Group companies are
eliminated. Unrealized losses are also eliminated unless such losses are permanent.
Jointly controlled entities are all entities over which the Company has, directly or indirectly, joint control. The
proportionate consolidated method is applied to all jointly controlled entities. This method combines on a line
by line basis the Company’s share of each of the assets, liabilities, income and expenses of the jointly controlled
entity and Group entities are eliminated to the extent of the interests held by our Group. Unrealized losses are
also eliminated unless such losses are permanent.
66
Associates are all entities over which the Company has, directly or indirectly, a significant influence. This is
presumed if the Company holds at least 20% of the voting rights. Associates are consolidated by the application
of the equity method, whereby the investment is initially recognized at cost and adjusted thereafter for any post-
acquisition change in our Group’s share of the net assets of the associate.
Property, plant and equipment
Property, plant and equipment are recognised if and only if: (i) we have control over the asset; (ii) it is probable
that future economic benefits associated with the asset will flow to the entity; and (iii) the cost of the item can be
measured reliably.
Property, plant and equipment are recognized initially at cost. Cost is defined as the amount of cash or cash
equivalents paid or the fair value of the consideration given to acquire an asset at the time of its acquisition or
construction.
Costs incurred for significant upgrades to property, plant and equipment or to extend their lifetime shall be
capitalized up to the maximum market value and written off over the remaining lifetime of the asset.
The cost of property, plant and equipment with a limited useful life is reduced to its estimated residual value by
the systematic allocation of depreciation over the asset’s useful life. We apply depreciation on a straight-line
basis down to a residual value. Assets held under finance leases are depreciated on the same basis as owned
assets.
An impairment loss will be recoded if the carrying amount of the tangible asset exceeds its recoverable amount,
which is the higher of its value in use or it sales value.
Gains and losses on disposal of cranes are included in operating results while all other gains and losses on
disposal are included in extraordinary results.
Trade receivables
Trade receivables are measured at nominal value, less the appropriate impairments for amounts considered as
unrecoverable. At each reporting date, we assess whether there are indications that a trade receivable should be
impaired. A trade receivable is impaired if it is probably that the entity will not collect or collect only part of the
amount due.
Provisions for liabilities and charges
Provisions are recorded to cover clearly identified losses or charges which result from past events on the balance
sheet date, and which are likely or certain to occur, but not reliably quantifiable as to their amount.
The amount recognized as a provision reflects the best estimate of the minimum expenditure required to settle
the present obligation.
Change in accounting policies
From 2013 onwards, the Company presents unrealized exchange differences on intercompany loans of a
permanent nature and for which the Group has an intention to incorporate these loans into the capital of the
subsidiary, no longer under financial income and charges, but directly under the heading “translation
differences” in equity. This change in accounting policies resulted in a decrease of financial charges with a
corresponding decrease in equity in the amount of €9.6 million for the year ended December 31, 2013.
Due to an improvement in tracking hoisting material, the Company started to capitalise hoisting material under
tangible fixed assets as from January 1, 2013. The net impact on the consolidated financial statements for the
year ended December 31, 2013 amounted to €0.7 million.
67
New accounting standards
Our intention is to report our financial statements pursuant to International Financial Reporting Standards in
accordance with International Accounting Standards beginning with the financial year ending December 31,
2015.
Description of Certain Differences between BE GAAP and IFRS
Presentation of Financial Statements
The BE GAAP financial statements established under the Belgian reporting framework have a mandatory pre-
defined tabular presentation format for financial statements, which comprises a balance sheet, income statement
and a limited number of disclosure notes. Under BE GAAP, the consolidated financial statements as published
on the website of the NBB do not include a cash flow statement.
IFRS requires a complete set of financial statements, comprising a balance sheet, a statement of profit or loss
and other comprehensive income, a statement of changes in equity and a statement of cash flows, including
disclosure notes which are much more extensive compared to the disclosure requirements under BE GAAP.
Furthermore, the classification of certain items within the balance sheet or income statement can differ between
BE GAAP and IFRS. For example, expenses are classified under the applicable accounting framework in
Belgium by nature whereas under IFRS these could be classified by function.
Revenue recognition
The manner in which revenues are accounted for under BE GAAP is materially consistent with the manner in
which they are accounted for under IFRS.
Other comprehensive income
The concept of other comprehensive income does not exist under BE GAAP (except in exceptional cases as
revaluations of items of property, plant and equipment) resulting in the fact that all items accounted for as part
of other comprehensive income under IFRS are accounted for in the income statement under BE GAAP.
Depreciation of property, plant and equipment
Under IFRS, items of property, plant and equipment are stated at historical cost less depreciation. Historical cost
includes all directly attributable costs related to the acquisition of the items. Subsequent costs are included in the
asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably.
Depreciation of assets is calculated using the straight-line method to allocate their cost minus their residual
values over their estimated useful lives. The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of
the asset and with a different useful life is depreciated separately. Significant parts are grouped together in
determining the depreciation charge if they have the same useful lives and depreciation methods. An asset’s
carrying amount is written down to its recoverable amount when indicators of impairment exist. Gains and
losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in
the income statement.
Exceptional items
Exceptional items are recognized separately under BE GAAP, whilst under IFRS such items will be recognized
in the respective operating income or expense line instead.
68
Leases
Under IFRS, leases are required to be classified as either finance leases (which transfer substantially all the risks
and rewards of ownership, and give rise to asset and liability recognition by the lessee and a receivable by the
lessor) and operating leases (which result in expense recognition by the lessee, with the asset remaining
recognised by the lessor).
The basic principle for qualifying as a finance lease in BE GAAP is the same as under IFRS. However, the
application of this principle can differ since BE GAAP only looks at one criterion to assess whether the risks
and rewards are transferred to the lessee. A finance lease is deemed to exist when the sum of the minimum lease
payments is equal to or greater than the lessor’s investment in the leased asset, including related interest and
other transaction costs. Purchase options included in leases for assets other than real estate assets and that
represent no more than 15% of the lessor’s investment are included in the minimum lease payments.
Employee benefits
Belgian GAAP does not include specific standards for the recognition and measurement of the cost of pensions
and other post-retirement benefits. BE GAAP requires entities to set up provisions for their obligations relating
to retirement or survivor’s pensions, early retirement and other similar pensions or allowances. However,
companies are also bound by law to fund their pension obligations with an independent pension fund or
insurance company. Consequently, BE GAAP allows companies to expense as incurred the premium charged by
the insurance company or pension fund, on the assumption that the amount of the premium constitutes an
appropriate measure of the economic cost of their pension obligations for the period concerned.
IFRS follows the principle that the cost of providing employee benefits should be recognized in the period in
which the benefit is earned by the employee, rather than when it is paid or payable, and outlines how each
category of employee benefits is measured, providing detailed guidance in particular about post-employment
benefits. This difference could result in the recognition of pension liabilities which are not recognised under BE
GAAP.
Deferred taxes
Under IFRS, deferred tax assets are recognized but only to the extent that it is probable that future taxable
profits will be available against which deductible temporary differences, unused tax losses and credits can be
utilized. Under BE GAAP the Company only recognises deferred tax assets to the extent of the deferred tax
liabilities.
Joint arrangements
Under IFRS jointly controlled entities are accounted for using the equity method in the consolidated financial
statements unless the joint arrangement meets the definition of a joint operation. Under BE GAAP the
proportionate consolidation method is applied to all jointly controlled entities.
Derivatives
We use financial instruments in order to hedge (part of) its interest rate risks and currency risks. Under IFRS,
derivatives are initially recognized at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. The method of recognizing the resulting gain or loss depends on
whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The effective portion of changes in the fair value of derivatives, that are designated and qualify as cash
flowhedges, is recognized in other comprehensive income (“OCI”). The gain or loss relating to the ineffective
portion is recognized immediately in the income statement. Amounts accumulated in OCI are reclassified to
profit or loss in the periods when the hedged item affects profit or loss. When the forecast transaction, that is
hedged, results in the recognition of a non-financial asset, the gains and losses previously deferred in OCI are
transferred and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately
recognized in the income statement.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in OCI at that time remains in equity and is recognized when
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the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no
longer expected to occur, the cumulative gain or loss that was reported in OCI is immediately transferred to the
income statement.
Under BE GAAP, these financial instruments are initially not recognized and measured in the balance sheet.
The financial impact of the instruments related to interest rate swaps is periodically recognized following
interest settlements or at the settlement of the hedged situation. The financial impact of the instruments related
to foreign currency hedges is only recognized at the expiration date of the contract, or at the settlement of the
hedged situation.
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INDUSTRY
The information in the following section has been provided for background purposes. The information has been
extracted from a variety of sources released by public and private organizations.
The Issuer confirms that the information in this section has been accurately reproduced from these sources and
is not aware of any misstatements or omissions that would render the reproduced information inaccurate or
misleading. Industry publications, surveys and forecasts generally state that the information contained herein
has been obtained from sources believed to be reliable but the accuracy or completeness of such information is
not guaranteed and in some instances the sources do not assume liability for such information. The Issuer
believes that these industry publications, surveys and forecasts are reliable but the Issuer has not independently
verified them and cannot guarantee their accuracy or completeness.
The projections and forward-looking statements in this section are not guarantees of future performance, and
actual events and circumstances could differ materially from current expectation. Numerous factors could cause
or contribute to such differences. See “Risk Factors” and “Forward-looking Statements.”
Heavy lifting, complex transport and crane rental services market overview
Heavy lifting, transport and crane rental companies provide turnkey heavy lifting and complex transport
services, and short- to medium-term rental services of cranes with operators. These companies utilize their crane
fleets and specialized equipment by providing their clients with a range of solutions, from simple to highly
engineered methods, in complex construction and removal projects and by renting cranes with operators on an
hourly or daily basis. These companies play a key role in projects involving oversized and overweight objects
such as (a) power plant turbines and other components, (b) onshore and offshore wind turbines, (c)
petrochemical plant reactors and other components (d) off-shore drilling platforms and (e) bridge components or
entire bridges that need to be lifted and moved to, or installed in, a particular location. Although these lifting
and/ or transport services are generally a relatively small component of the overall cost of the end projects, the
services provided are crucial to achieving key construction and budget milestones and for the ultimate
completion of the projects. The primary clients include large EPC contractors, power plant and wind turbine
suppliers, maintenance companies and, in some cases, multinational industrial companies.
A simplified outline of the global heavy lift, complex transport and crane rental services industry is set forth
below:
Crane and Transportation Equipment Suppliers
The crane manufacturing market is highly fragmented in the small-scale segment and consists of many
international and regional manufacturers offering cranes with a capacity of less than 300 tonnes and related
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crane and heavy lifting equipment. In the large-scale segment (greater than 300 tonnes), however, there is a
limited number of global tier-1 manufacturers offering large capacity cranes. Liebherr and Terex Demag are the
key suppliers of large cranes to us and our competitors. The manufacture of SPMTs is dominated by Kamag and
Goldhofer.
After a period of uncertainty, the crane equipment manufacturing market stabilized in 2013 and growth is
generally expected in the short- to medium-term. From 2013 to 2018, the market for crane manufacturers is
expected to grow at a CAGR of 7.3%, with demand being derived from heavy lifting and transport companies
like Sarens and our competitors. Going forward, we believe the growth of emerging economies, the
infrastructure industries, the modularization of equipment and construction technologies, and the drive towards
greater energy efficiency will prompt continued innovation of heavy lifting equipment and technologies (on
both a manufacturer-driven basis and in cooperation with industry service providers like Sarens) and support
overall market growth in the heavy lifting and transportation services business.
Clients
For large projects, clients are generally EPC contractors engaged in the oil and gas, nuclear and conventional
power plant, mining and general industrial sectors; onshore and offshore wind turbine suppliers; and civil works
and infrastructure companies. Examples of large project clients include EPC contractors like Bechtel and Fluor,
powerplant and utility customers like Electrabel and RWE, metals and mining operators like Vale, and wind
turbine suppliers like Vestas and Siemens with services generally provided on a contracted basis over a longer
period of time. For crane rentals, clients are typically industrial maintenance companies and power plant
owners, construction companies, and private clients who require smaller, ad-hoc lifting solutions with the
equipment provided on a “with operator” or “equipment only” basis and which may be provided on a multi-
period contracted basis or on a day-rate type basis.
Competition
The global heavy lifting and crane rental industry consists of (i) a large number of smaller local companies
providing primarily low-value added crane rental services, and (ii) larger companies with a global presence. A
significant proportion of the smaller local players do not have engineering capabilities, equipment and the
necessary certifications to provide services to large complex projects which we and our direct competitors bid
for. Our main competitors are crane operators with a global presence or with a strong presence in the regions
where we operate, who provide a mix of heavy lifting, specialized and complex transport and crane rental
services with extensive fleets of equipment and significant resources. Competition is based on price, technical
specifications and the physical condition of cranes and other equipment; engineering solutions and technical
know-how; range and timeliness of the services offered; client relationships; a track record of delivery; the
willingness to accept higher contractual risks in tender contracts; compliance with health and safety and
environmental standards; brand name and reputation; and relevant certifications.
The following table outlines summary statistics for our principal competitors.
Key competitive factors Sarens Mammoet(1)
ALE(1)
Fagioli(1)
Headquarters Location Belgium Netherlands UK Italy
2013 Revenue (€ million) 592 1,247 — 127
2013 EBITDA (€ million)/EBITDA margin
(%) 151 219 — 10 (7.9%)
(25.5%) (17.6%)
—
Number Mobile cranes 1,142 1,343 62 18
Number of Crawler cranes 451 315 25 10
Total number of cranes 1,593 1,658 87 28
Total capacity of all modular trailers and
dollies 65,724 150,780 117,138 82,326
Global presence Global Global Global Global
(1) Competitors’ data sourced from publicly available information and accounts. Competitors may calculate EBITDA
differently.
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Primary- and End-Client Market trends
The heavy lifting, complex transport and crane rental services industry provides services to clients in a wide
variety of sectors on a global basis which results in reduced exposure to global, regional and country-specific
macroeconomic volatility. Furthermore, the industry provides services to maintenance and refurbishment
projects which are partially anti-cyclical in nature and their number has tended to increase during an economic
downturn. This counter-cyclicality further reduces exposure to volatility in any one end market. The following
trends are key drivers in the growth of the heavy lifting, complex transport and crane rental industry and are
expected to continue driving industry growth in the foreseeable future.
Growth in emerging markets
Growth in the emerging markets driven by urbanization, low labor costs, and global trade activity has been and
continues to represent significant long-term growth potential for the global heavy lifting, complex transport and
crane rental services industry. Increased spending in sectors such as water, power, civil engineering and
construction in Brazil, Russia, India and China and in other developing geographies such as Africa and other
parts of Asia has already, and is expected to continue to, lead to increased demand for heavy lifting and complex
transportation services.
Capital projects and infrastructure spending
Capital projects and infrastructure spending in the end-markets that we serve have begun to rebound from the
global financial crisis and are expected to grow over the coming decade. According to Oxford Economics and
PwC, worldwide capital projects and infrastructure spending will grow from US$4 trillion per year in 2012 to
more than US$9 trillion per year by 2025. Overall, close to US$8 trillion is expected to be spent globally in
capital projects and infrastructure between 2014 and 2025, including in sectors such as oil and gas, metals and
mining, power generation and civil works.
Modularization and demand for high-performance technologies
Demand has increased for high performance technologies, as rising labor costs lead to the need to deliver
projects faster. In particular, the energy sector increasingly seeks cost efficiencies, with capital project
management seen as a key area of improvement. Furthermore, many projects—particularly in the mining and
extracting sectors—are now being undertaken in more remote and hostile operating and construction
environments, reinforcing the benefits of tight operational control. These and other trends have resulted in the
widespread use of larger building components modularization (whereby large industrial and building
components or modules are manufactured offsite and transported and assembled on site to construct large
structures), for example in relation to refineries or processing equipment for the mining sector. Assembling pre-
manufactured and quality-assessed modules on site enables faster, safer and more cost-effective construction of
large objects to higher quality standards. As the scale of such projects requires specialized heavy lift and
transport equipment and engineering solutions, smaller crane companies with smaller fleets are unable to
compete and are excluded from the market. We have responded to this trend by growing our global presence and
expanding our fleet with large capacity cranes and by developing our own bespoke equipment in order to
provide tailor-made, efficient, engineering-driven solutions to our clients.
Crane and transportation services out-sourcing
There has been an increase in both capital acquisition and maintenance costs of higher capacity cranes and
transportation equipment as well as in the frequency of bespoke engineering-driven solutions, which require
qualified staff and on-going expertise development. Thus, many companies that have historically owned and
operated cranes as part of an integrated operation have chosen to divest their crane and transportation assets in
favor of securing the required lifting and transportation services from a third-party supplier. These outsourcing
activities have resulted in the purchase of ad-hoc day rate type lifting and transportation services to fully
contracted multi-year service agreements. Larger industry operators like Sarens benefit from both approaches by
utilising their well-invested fleet of cranes and related equipment to enter into selected contracted out-sourcing
agreements and also by providing with operator crane rental services to satisfy ad-hoc day rental demand,
thereby securing a core revenue stream and also being able to deploy assets on an as needed basis in order to
optimally maximise utilization rates.
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BUSINESS OVERVIEW
Overview
We are a worldwide leader in heavy lifting, complex transport projects and specialized crane rental services, and
have been active in the industry since 1955. With state of the art equipment and one of the world’s largest crane
fleets, we provide value-added engineering to offer our clients customized solutions to heavy lift and transport
challenges for industrial and infrastructure construction, installation, renovation, maintenance, and removal
projects. We provide our clients with the following services:
Heavy Lifting—We are a worldwide leader in lifting oversized and overweight objects, ranging from
bridges to reactors for oil and gas refineries to roof sections for sports stadiums.
Complex Transport—We specialize in transporting, handling, and assembling oversized and
overweight components that cannot be moved in a conventional manner, such as turbines for offshore
wind farms and the Space Shuttle Endeavour.
Engineering—Undertaking complex structural studies and selecting effective technical solutions,
using appropriate equipment and resources, in order to find the most suitable lifting and transport
techniques for our client’s requirements, are key components to our value-added proposition to our
clients.
Crane Rental Services—Our rental business consists of local rental of mobile cranes, principally with
operators, on an hourly or daily basis to support project and maintenance work for our clients, as well
as longer-term rental of hydraulic and lattice boom cranes, principally with operators.
We provide these services to the following sectors on a global basis:
Oil & Gas General
Industrial
Onshore &
Offshore
Wind Power
Civil Works
Offshore &
Module
Yards
Nuclear &
Power Plant Mining
We own and operate a global fleet of 1,593 cranes, 1,788 SPMT axle lines and an extensive inventory of other
specialized lifting and transport equipment, with a market value of approximately €1.2 billion and an estimated
replacement value of €1.7 billion as at September 30, 2014. We utilize our cranes and equipment flexibly
around the world and across industry sectors, deployed from a network of 86 depots on either a project or rental
basis, in order to optimize asset utilization, resource commitment, and return on invested capital. Accordingly,
due to our broad range of activities, covering project-related services to crane rentals, we are able to efficiently
manage utilization of our resources and optimize the deployment of our assets.
Our business is geographically diversified, serving clients across the globe and operated through two core
business segments: Global Projects and Regional Operations. Due to their size, complexity, and equipment and
engineering requirements, larger projects are generally managed from our headquarters in Belgium (our Global
Projects segment), while smaller projects, as well as the short- and medium-term rental of cranes with operators,
are managed at a local level in the respective regions (our Regional Operations segment). Some examples of our
recent projects include the transport and installation of the cable stay suspension towers to the Millau bridge in
France, the tallest bridge in the world, and the transport of 16 new lock doors for the Panama Canal, each
weighing between 1,900 tonnes and 4,300 tonnes, from the factory in Italy to their respective installation sites at
the Panama Canal.
Our in-house engineering team provides key value-added services and has developed proprietary designs and
creative solutions as certain projects and other activities require a customized approach. For example, our
engineering team designed and built the SGC-120, one of the world’s largest mobile cranes in terms of load
capacity and range, as well as numerous other adaptations of lifting and transportation equipment to provide
bespoke solutions for our clients. We complement our core business with a range of other ancillary activities,
including the sale of used cranes in the liquid secondary market, pro-active fleet management and maintenance,
as well as research and development.
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For the twelve months ended September 30, 2014, we generated revenue of €628.5 million and EBITDA of
€151.1 million. Our pro forma EBITDA, after taking into account the effects of the Refinancing, is €177.5
million for the twelve months ended September 30, 2014. See “Summary Historical and Other Financial
Information—Pro Forma Financial Information”.
Our Competitive Strengths
Leading global market position
We are a worldwide leader in heavy lifting, complex transport projects and specialized crane rental services,
ranked second by fleet size as at July 2014 (based on industry standards derived from maximum load capacity),
and the second largest revenue worldwide in 2013. The Sarens brand benefits from strong recognition amongst
our client base, which is a critical factor in winning large scale, complex projects. We have long-term
relationships with many of our clients, in some cases spanning decades. We are a pioneer in our industry and
often utilize certain bespoke heavy lifting equipment designed or adapted by us in cooperation with our
suppliers and clients or on a proprietary basis. As at September 30, 2014, we owned and operated 1,593 cranes,
as well as 1,788 SPMT axle lines and an extensive inventory of other specialized equipment, such as gantries,
jacking and skidding equipment, barges, trailers, tower cranes and strand jacks. With a network of 86 depots
providing flexibility for the worldwide deployment of our cranes and other equipment, we have both a global
and local presence allowing us to carry out projects where needed. Our in-house engineering department works
closely with our clients from the feasibility stage onwards to undertake complex structural studies and select
effective technical solutions, using appropriate equipment and resources, to deliver tailor-made solutions to their
heavy lifting and complex transport needs.
Diversified operations across a range of geographies, industry sectors and services
Our business benefits from diversification on three different levels: our global operations, the broad range of
client sectors we serve, and our range of services. This diversification mitigates our exposure to global and
regional macro-economic conditions as well as the volatility and cyclicality of the client sectors we serve.
Geographic Breadth
We operate across the globe, in both developed and emerging markets and benefit from the ability to relocate
cranes and other equipment between regions to optimize their utilization. For example, we relocated part of our
heavy lift crawler fleet to Western Canada in response to demand in the oil and gas sector in 2013, and have
relocated some of our smaller cranes to emerging countries such as South Africa. Our ancillary trading activities
also contribute to our ability to optimize the utilization of our fleet, as we are able to sell cranes in one region
and buy cranes in another region to meet demand on projects, while avoiding the costs of transporting cranes
across regions. We recently implemented this strategy when activity in the mining sector in Australia slowed
down, selling cranes in Australia in order to purchase cranes in the United States to meet demand for projects in
the oil and gas sector.
Numerous industry sectors
We serve a global client base that operates across a wide range of sectors, providing additional flexibility and
resilience to our business model. We execute projects and provide crane rental services for clients in the oil and
gas, general industrial, onshore and offshore wind power, civil works, offshore and module yards, nuclear and
conventional power plant, and mining sectors. The oil and gas and industrial sectors are core markets for us and
provide a steady pipeline of projects, including the construction, refurbishment and maintenance of oil and gas
plants and refineries and other industrial installations. We have also been involved in the installation of complex
roof structures for stadiums and industrial buildings; the transport and installation of bridges; the construction of
both onshore and offshore wind power projects; and the construction, refurbishment and maintenance of
nuclear, coal-fired and gas-fired power plants and metallurgical facilities. Our clients include large multi-
nationals and smaller, local clients, with no significant client concentrations, either individually or by sector.
Over the last three years, no single contract or project accounted for more than 5% of our total revenue.
Accordingly, our business is diversified from a sector and client perspective and less susceptible to downturns in
any one area.
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Range of Services
We provide project services involving a combination of heavy lifting, complex transport and customized
engineering solutions that can take months and sometimes years to complete and engage in hourly, daily or
long-term rentals of cranes, principally with operators. Our services cover renovation and maintenance projects,
as well as construction, installation and removal. This reduces our exposure to volatility in any one end market,
as renovation and maintenance projects typically increase when there is a downturn in construction, installation
and removal projects.
Due to the lead times underpinning the need for our various services, our rental activities, which experience
shorter lead times, are generally subject to greater impact from early fluctuations in the economic cycle, while
our projects activities, which generally require significant advance planning and therefore longer lead times, are
generally subject to greater impact from late cycle economic adjustments. As a result, we can often anticipate a
slowdown of projects and related capital expenditure at the beginning of an economic downturn in any one
region and a positive effect on rental services when the economy recovers, and thereby shift our resources and
investments accordingly. Furthermore, the advanced planning required for large projects provide us with good
visibility over the utilization of our resources and allows us to optimize the deployment of our assets. Cranes
that are not deployed in connection with specific projects are typically rented with operators in the local market
to support project and maintenance work for our clients.
State-of-the art and easily deployable asset base
After completing an intensive €1.1 billion capital expenditure program from the beginning of 2007 until the end
of 2013, we own and operate a large, diverse, and state-of-the-art fleet of cranes and other specialized lifting and
transport equipment, with a market value of approximately €1.2 billion and an estimated replacement value of
€1.7 billion as at September 30, 2014. Our cranes and related equipment meet all applicable market
specifications and certification requirements and range from smaller, mobile cranes to large cranes that are
assembled on site. Our crane fleet is young compared to its useful lifetime, with an average age of 8.8 years as
at September 30, 2014.
We have a company-wide policy of proactively monitoring fleet utilization and monitoring adherence to safety
standards and best working practices and do so through our well-established standard operating protocols (e.g.,
through “toolbox meetings”, which take place at the beginning of each shift to assess risks related to the
particular heavy lifting or complex transport project, and workplace inspections) and by means of “black
boxes”, which measure parameters such as operating time, engine and lifting load, and fuel usage and which are
installed in over 90% of our cranes. The “black boxes” and regular equipment inspections are also instrumental
in enabling us to schedule and complete regular and ad-hoc maintenance in an efficient and cost-effective
manner.
We have created a core asset base of cranes and other equipment in each of the regions where we operate, and
unlike many of our local competitors, our assets can be deployed anywhere in the world. We utilize our largest
cranes and most of our specialized equipment on a global basis, following our clients around the world where
our equipment and expertise is needed. For example, the SGC-120 has been disassembled into components,
transported in shipping containers and re-assembled for deployment in the United States, China, France,
Indonesia and Saudi Arabia.
Strong supplier relationships and in-house R&D capabilities
We maintain strong relationships with all major suppliers of cranes and other specialized equipment, including
tier-1 crane suppliers, such as Liebherr and Terex Demag, and complex transport equipment suppliers, including
Kamag and Goldhofer. We are a significant customer to these manufacturers due to our scale and are often able
to obtain favorable terms in respect of pricing, equipment specifications, payment terms and delivery dates. For
larger cranes and certain other equipment, we typically negotiate discounts to market prices of new cranes and
other equipment by sourcing directly from the manufacturers. In addition, our strong supplier relationships also
assist us in maintaining flexibility around delivery of new cranes and, if required, we are generally able to
change a crane model or expedite or postpone specific deliveries to match the timing, geographical location and
technical specifications of projects in our pipeline.
In parallel with our acquisition of cranes from third party manufacturers, we have also developed in-house
designs and adapted cranes and other equipment to provide bespoke solutions for our clients. Our in-house
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engineering team has designed and built the SGC-120, an innovative and versatile heavy lift crane and one of
the world’s largest mobile cranes in terms of load capacity and range, with a lifting capacity of 3,200 tonnes,
and designed both the SMB for complex transport across lakes or inland rivers and the Sarens Multi Lift Tower
to carry vertical and horizontal loads on free-standing towers. We have utilized the Sarens Multi Lift Tower on
projects including the construction of the Wasit gas plant in Saudi Arabia and the building of an offshore wind
farm in Ostend, Belgium. We have also worked closely with crane manufacturers to create tailor-made
solutions, including the adaptation of Terex Demag’s CC9800 mobile crawler crane for use in wind projects.
We believe our in-house research and development capabilities and engineering team help distinguish us from
our competitors and have been a key contributor to winning contract awards from many of our clients.
High barriers to market entry
We benefit from significant barriers to market entry that limit competition and protect our market position. The
heavy lifting and transport market is a capital intensive industry, requiring substantial and regular investments in
cranes. This is particularly true for larger, complex projects, which cannot be executed without the required
engineering and technical expertise, as well as an extensive fleet of cranes, other specialized equipment and
highly trained employees to prepare, maintain and operate the equipment safely. We provide a rigorous training
program for all of our employees, including specialized training for our crane operators.
The global market in which we operate is characterized by a few large players as a result of the importance of
client relationships, brand name and reputation, technical specifications and the physical condition of cranes and
other equipment, a track record of on-time and on-budget service delivery, a strong safety and training record,
engineering solutions and technical know-how in the selection process for heavy lifting and complex transport
services for large scale projects. We have long-standing client relationships with a number of EPC contractors
who recognize the quality and value we provide. Some of our clients consult us ahead of the bidding process for
their projects and we assist in preparing their bid proposals, which in turn increases the probability of securing a
heavy lift and/or complex transport contract for that project. We have built a track record of executing large
projects, applying the knowledge and solutions developed on past projects on new projects in different
geographies and sectors. Relevant health and safety and environmental certifications are a pre-requisite for the
provision of services in certain industries and sectors, and we hold several industry certificates relating to
quality management (ISO 9001), environmental management systems (ISO 14001) and health and safety
management systems (OHSAS 18001). We have a low accident rate, which is noted by our clients and is often a
pre-requisite for eligibility to bid for a project. All of these factors contribute to our ability to win large, complex
projects and protect and enhance our market position.
Strong historical operational and financial performance
We have a track record of strong operational and financial performance, with revenue growth, stable EBITDA
margins and high cash conversion. In the period from 1993 to 2004, our revenue grew at a CAGR of 12.7%.
Following the consolidation of ownership (utilizing a management buyout structure) by the five current family
shareholders in 2004, our revenue CAGR has increased to 20.5% from 2004 to 2013 and we have maintained
stable EBITDA margins above 24% since 2006. Our revenue growth has accelerated since 2004 due to strong
demand in global and regional projects and further expansion of our crane rental business. Through an intensive
capital expenditure program from the beginning of 2007 until the end of 2013, predominantly related to the
purchase of cranes, we have significantly grown our fixed asset base. In addition, we have expanded
internationally through the acquisition of carefully selected local crane operating companies and their assets,
such as Rigging International in the United States, investments in joint venture partnerships, such as our joint
venture in the Middle East with Bahrain-based Nass Group, and greenfield investments in countries such as
Kazakhstan, the Philippines, Colombia and Peru, which have reduced our operational and financial exposure to
any one region. In addition, the required advance planning and longer lead times of our projects activities,
together with our strong projects pipeline, provides us with good visibility over our revenues in the short to
medium term and thereby positively contributes to our ability to manage towards strong operational and
financial performance.
Highly experienced management team and stable ownership
We have a strong executive management team, which we believe is capable of delivering solid performance and
growth going forward. Our executive committee and regional directors have significant experience in the
industry and a proven track record of expanding our operations in new and existing markets both organically
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and through strategic acquisitions and partnerships and greenfield investments, while growing our asset base and
our revenues.
As a family-owned business, we have historically benefitted from a stable and long-term private shareholder
base and members of the third generation of our Company’s founder (Frans Sarens) currently own 78% of the
Company. Waterland Private Equity Investments, through Craneco, B.V., an entity held by Waterland PE, who
currently owns the remaining 22% stake in the Company, acquired an initial 16% stake in the Company through
capital increases in 2011 and 2012, which contributed to the funding of our ambitious growth and capital
expenditure program. To support robust corporate governance, our board of directors includes five non-
executive members and we have drawn up guidelines to ensure sound governance, both within our individual
operating companies and in the Group as a whole.
Our Strategy
We intend to pursue the following key elements of our business strategy:
Continue the development and growth of our complex projects business
We plan to continue to develop and grow our complex projects business and to maintain our global market
position as a leading provider of heavy lifting and complex transport services. Furthermore, we intend to focus
in particular on key client sectors (e.g., oil and gas, general industrial, civil works and mining), which we expect
to benefit from positive long-term growth drivers such as regional and global demographic, urbanization and
modularization trends.
Our past projects have involved the provision of both standard and customized services and thereby provide a
wide range of solutions and concepts from which we can extract creative skills and ideas for future projects. We
intend to leverage our extensive experience, technical know-how and engineering expertise, global footprint,
and regional and local presence to continue to secure high value projects worldwide. We also plan to capitalize
on our global client base and strong client relationships to develop customized solutions that allow us to follow
our clients into regions and environments that are difficult to access or that may present unique operating
challenges.
Optimize assets and competencies within our global network and focus on new growth markets
Following our intensive capital expenditure program, we have one of the largest and most diversified fleets of
cranes and other specialized equipment worldwide, as well as highly-qualified employees with experience,
training and dedication. We intend to optimize the deployment and utilization of our fleet and our employees
and plan to increase our local footprint through organic growth, greenfield investments and strategic bolt-on
acquisitions to acquire additional local heavy lifting equipment, particularly in growth markets such as North
America and Central Asia. These markets have several advantages which make them appealing to us, including
attractive contract price and rental rate levels comparable to Europe and long-term growth potential. While
expanding our presence in growth markets, we plan to continue to utilize subcontractors for specific transport,
equipment and manpower requirements to enable us to respond quickly to fluctuations in short-term demand in
those markets and until market conditions warrant fully developing our local capabilities and asset base. We
have shifted and intend to continue to shift cranes—through a combination of transporting cranes and selling
used cranes and buying new cranes—from mature markets to growth markets in order to optimize the use of our
assets across our global operations. In addition, part of the development of our footprint will be a focus on
increasing local engineering capabilities through local recruitment and training centers, which we have
successfully undertaken in the past in Asia and the United States. We believe this will allow us to have highly
trained engineers available locally and to be able to respond to business opportunities more swiftly and
distinguish us from local competitors.
Increase profitability in developed regions and pursue attractive revenue growth
In developed regions where our operations are more sophisticated and market conditions are subject to greater
competition, our strategy is to focus on complex and value-added engineering solutions and projects requiring
extensive know-how and technical expertise. This strategy generally includes the combining of our engineering
competencies and rental business to a greater degree, which allows us to provide our project services to a wider
range of clients and to increase utilization of our assets. For example, we acquired a company in Canada with
the credibility and expertise to bid on large projects to enhance our scale in the local market, and, in a separate
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initiative, we are building our mechanical maintenance service capabilities on industrial sites in Western Europe
with the target of rolling this out worldwide in the future. We believe this will also foster the development of
innovative heavy lifting and complex transport solutions and support high margins.
We also intend to pursue attractive revenue growth opportunities and plan to efficiently deploy our well-
invested asset base, which we have expanded in recent years, on projects and in markets with higher growth
prospects. In such potential growth markets, we aim to increase our presence by taking market share from
companies with less experience and technical knowledge. We intend to gain further scale to become an
important player in the countries in which we operate, though our aim is not to become the market leader in each
and every market we enter, as we want to retain the flexibility to move assets where needed and not become
overly exposed or dependent on any particular market.
We will focus on overall profitability with strict financial discipline to increase cash flows and deleverage. We
expect our annual capital expenditure in the medium term to be less than capital expenditure in the 2011 to 2013
period, and more in line with 2014, as we have invested heavily in the expansion of our fleet in recent years.
Our long-term objective is to have a capital structure that provides us with the flexibility to take advantage of
market opportunities to grow our business.
Design and development of customized equipment and solutions
In the spirit of our motto, “nothing too heavy, nothing too high”, we intend to continue working closely with
both our clients and suppliers to develop tailor-made equipment and solutions for our clients’ heavy lifting and
complex transport needs. This may include the in-house design and engineering of new equipment, such as the
SGC-120, the Sarens Multi Lift Tower and the Sarens Modular Barge, or the adaptation of third-party
manufactured equipment for a specific project. The adaptation of the CC9800, a mobile crawler crane developed
by Terex Demag, for example, allowed for the rapid dismantling and re-assembly of the crane in order to
provide mobility of an otherwise stationary piece of equipment for the Estinnes wind turbine project in 2014.
We believe the continued development of new equipment and solutions will allow us to continue to transport
and assemble larger and heavier components, leading to more efficient and safer project execution with
significant cost and time savings for our clients.
Our History and Development
Company History
In 1955, Frans Sarens established Ondernemingen Sarens—De Coster en Kinderen NV (now Sarens NV) in
Belgium, beginning with an expertise in the transport of trees for forestry works. Over the following decades,
we have grown our business through investment in new equipment and geographical expansion, with a
specialization in heavy lifting, complex transport projects and crane rental services.
Our first landmark project was the construction of the Atomium, a building in Brussels originally constructed
for the 1958 Brussels World Fair.
Between 1955 and 1970, we acquired our first crawler cranes and telescopic cranes. Between 1970 and 1985,
we expanded our business into other Western European countries, including The Netherlands, the United
Kingdom and Norway, and diversified our equipment with the acquisition of our first barge and SPMTs.
Between 1985 and 2000, we moved our headquarters to Wolvertem, Belgium and expanded our operations into
Germany and France, as well as entering into Poland and Thailand.
We continued to expand by entering into South Africa, North America, Australia and Latin America (Mexico
and Venezuela) between 2000 and 2005. In 2002, we created SNME, a joint venture with the NASS Group of
Bahrain, and established Sarens Algeria. In addition, in 2004, we established a training center in Steenhuffel,
Belgium that provides courses in crane operations, riggers and forklift operations for employees and others.
From the beginning of 2007 until the end of 2013, we invested €1.1 billion in an intensive capital expenditure
program, predominantly related to the purchase of additional cranes. In parallel with our organic growth, we
acquired a number of targeted businesses to accelerate our internationalization and build market share. These
acquisitions included Zuraw Grohman (Poland), Rigging International (US), Kristiansund and Verdalskrana
(Norway) and Cherbourg Levage (France).
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Between 2009 and 2012, we commenced operations in the USA, Canada, Colombia, Brazil, Chile, Morocco,
Tunisia, Congo-Brazzaville, Namibia, Mozambique, Nigeria, India, Malaysia, Vietnam, Oman, Iraq, Russia,
Ukraine and Lithuania. Our in-house team developed and constructed the SGC-120, one of the world’s largest
mobile cranes in terms of load capacity and range, in 2011, and the CS5000, the Sarens Climbing System with a
capacity of 5,000 tonnes, in 2012. In 2013, we commenced operations in Indonesia, Singapore, Panama and
Bolivia and our in-house team developed the SMB, a barge that can be adapted to the size of a channel or the
width of a lock for transport along inland waterways that are difficult to access. In 2014, we entered the
Philippines and Peru, and grew our operations in Chile.
Ownership History
From its establishment, the Company has been owned by members of the Sarens family. In 2004, the five
current family shareholders acquired 100% of the shares in the Company previously held by approximately 30
family members. The transaction took place in a debt-financed management buyout and marked the beginning
of a period of global expansion and investment.
In August 2011, Waterland PE acquired 16% of the shares in the Company through capital increases of €50
million in 2011 and €25 million in 2012. In September 2014, Waterland PE increased its shareholding to 22%
through a purchase of existing shares, with the five family shareholders holding the remaining 78% of the shares
of the Company.
Our Equipment and Suppliers
As a specialized asset and technology-driven company, we understand that our clients rely on our technology for
their heavy lifting and complex transport requirements. We acquire and develop high-quality equipment, which
we maintain and repair in-house. Our extensive fleet includes the following types of equipment that can be
flexibly deployed for projects around the world in a range of industry sectors:
Telescopic cranes ....................................................... Telescopic cranes are typically used for short-term
projects for lifting heavy objects and transporting them
to other locations, and occasionally for long-term
projects when the flexibility to move between lifts is
required at the site. They typically have a boom that
consists of a number of tubes fitted one inside the
other, and which can be extended or retracted by a
hydraulic, or other powered, mechanism. Our
telescopic cranes range in capacity from 30 tonnes to
1,200 tonnes.
Lattice boom cranes ................................................... The majority of our lattice boom cranes are crawler
cranes, which are capable of traveling with a load.
Lattice boom cranes can load very high capacities
relative to telescopic cranes. These cranes need to be
transported and assembled on site to the desired
height, which make them more costly relative to
telescopic cranes. Our lattice boom cranes, which
include the SGC-120, range in capacity from 35
tonnes to 3,200 tonnes.
SPMTs ........................................................................ Self-propelled module trailers are a special mobile
vehicle of 2 to 10 axle lines and a power pack that are
used to transport heavy structures. Steering is done at
a distance by a technical operator. The use of SPMTs
requires a significant amount of engineering, including
consideration of load dimensions, load weight and
transport routes.
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Auxiliary cranes, purpose-built and other special
equipment ................................................................
Auxiliary cranes, purpose-built and other special
equipment are also available to provide a full scope of
heavy lifting and complex transport services. These
include: the Sarens Multi Lift Tower (free-standing
towers with lifting beams on top, which are designed
to carry both vertical and horizontal loads); gantries
(cranes that lift objects by a hoist fitted in a trolley for
horizontal movement); strand jacks (a jack that uses
hydraulic cylinders and steel wires to lift heavy
components to the required height or pull (skid) them
to a certain position); trailers; and barges, including
the SMB, which is a barge that can be set up in
multiple configurations depending on the required
usage and project parameters.
Due to significant investments in new cranes from 2006 to 2013, our crane fleet is relatively young with an
average age of 8.8 years as at September 30, 2014. The table below presents a breakdown of our equipment by
type, capacity and by average age as at September 30, 2014.
Equipment As at September 30, 2014
Number
Average
Capacity
(tonnes)
Max
Capacity
(tonnes)
Average
Age
(years)
Useful
lifetime
(years)
Telescopic cranes (<200 tonnes lifting capacity) ............ 1,013 85 200 8.5 15
Telescopic cranes (>200 tonnes lifting capacity) ............ 129 356 1,200 7.7 20
Lattice boom cranes ........................................................ 451 315 3,200 9.8 30
SPMT axle lines .............................................................. 1,788 — — 5.1 30
In addition to cranes and SPMTs, we have invested in other specialized lifting and transport equipment,
including gantries, jacking and skidding equipment, barges, trailers, tower cranes and strand jacks.
Suppliers
We maintain good relationships with all major crane manufacturers. As we are a major customer, we benefit
from good prices and payment terms, and have negotiated provisions in our equipment purchase agreements
which have allowed us to postpone committed deliveries to match demand on our projects.
In the large crane market (300 tonnes capacity or greater), the number of quality suppliers is limited and our
larger cranes are primarily built by Liebherr and Terex Demag. There are a number of suppliers in the small
crane market (less than 300 tonnes capacity), and we have a diversified supplier base, including Faun, Grove,
Tadano, Terex Bendini, Terex PPM, XCMG, and Zoomlion. Approximately 50% of our total crane fleet is
manufactured by Liebherr and Terex Damag. Our equipment suppliers include Kamag and Goldhofer.
Clients and Sectors
We serve a global client base, comprising large multi-nationals and smaller, local clients across a range of
sectors. Our projects clients include EPC contractors engaged in large projects in the petrochemical, power
plants, mining, and industrial sectors; wind turbine suppliers for the erection of wind power parks; and civil
works and infrastructure companies. For crane rentals, our clients are typically industrial maintenance
companies and power plant owners, construction companies, and private clients who require smaller, ad hoc,
solutions.
We have in general long-term relationships with our clients, in some cases, spanning decades. We believe our
strong client relationships are built on trust and the safety, quality and reliability of the services that we provide.
We pursue a strategy of serving our clients on a global and local basis, following our clients around the world
and into new geographic markets to provide value-added, customized solutions to their heavy lift and complex
transport challenges.
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We have a diversified client base, including, among others, Bechtel, CB&I, Enercon, Fluor, Gamesa, GE,
NorSea Group, Samsung, Siemens, and Vale. At any one time, we are actively engaged with hundreds of clients
with no significant client concentration. Over the last three years, no single contract or project accounted for
more than 5% of our total revenue.
Our projects contracts are typically between six months and two years in duration. Our contracts range from
fairly standard documentation to complex project-specific agreements, and our general terms and conditions
include clauses that seek to protect us against client cancellations or postponements of projects or delays in
execution of projects. We typically agree a fixed price for a defined scope of work set on the date a contract is
awarded, which generally cannot be altered except in limited circumstances, as well as incremental fees for
additional services. We also typically include contractor and subcontractor liability clauses in our contracts to
cover the failure by such parties to meet agreed budgets or deadlines.
Our clients operate across a broad range of sectors, as described below. Our largest projects are strongly linked
to the energy sector, including projects relating to oil and gas extraction, petrochemical plants, wind farms, and
power plants. According to the International Energy Agency’s 2014 World Energy Investment Outlook, more
than $1.6 trillion is invested each year to provide the world’s consumers with energy, and this investment level
is expected to increase over the period to 2035 towards $2.0 trillion on an annual basis. In addition, civil works
and mining comprise a significant portion of our projects. According to the World Economic Forum’s April
2014 report on Strategic Infrastructure, annual global infrastructure (i.e. civil works) demand is estimated at
about $3.7 trillion and is driven by growing populations, economic growth, urbanization and industrialization in
developing and developed countries and also by maintenance and rehabilitation investment needs in developed
economies. Our cranes and other equipment are deployed flexibly across each of the sectors and regions we
serve, depending on the requirements of the particular client or project.
Oil & Gas
The oil and gas sector is a core market for us, with a steady projects pipeline. We focus on providing efficient
solutions “from factory to foundation”. Our engineering department, in close co-operation with our clients,
provide tailor-made solutions to their heavy lifting and complex transport needs. This allows us to execute the
transportation and assembly of heavier components, leading to safer projects with significant cost and time
savings.
Recent projects include the lifting and installation of columns and platforms for the expansion of a
petrochemical plant in Antwerp, Belgium and tower lifts at the Wasit gas plant in Saudi Arabia. We currently
have major projects in Kazakhstan, Saudi Arabia, Canada, and the Gulf of Mexico and are building our
capabilities to execute larger and more complex projects by strengthening our experience and track record of
executing large projects with our specialized equipment and know-how.
Onshore & Offshore Wind Power
In both the onshore and offshore wind power sector, our projects have varied from the standard provision of
crane rental services to individually-engineered lifting solutions for specific wind turbine designs and
geographical challenges. Following the requirements of our clients, we provide a range of solutions, from pure
crane rental to turnkey projects with an all-in transport, craning and installation (“TCI”) service. This service
covers the complete installation phase, including the transport of all parts from manufacturer to site; all loading,
intermediate storage, unloading and lifting; and complete mechanical and electrical installation. We have the
know-how and the global and local presence to carry out any size of wind power project and the required
expertise to implement uniquely designed solutions where needed.
In 2008, we built the first offshore wind farm of 5 megawatt turbines in the world: the Thornton Bank I in
Ostend, Belgium with six turbines mounted on foundations of 3,000 tonnes each. We performed all onshore and
offshore logistics, utilizing onshore and offshore cranes, SPMTs and the Sarens Multi Lift Tower. Since that
project, we have created a dedicated department that specializes in offshore wind farms. We are a member of the
High Wind NV consortium. Supported by the Flemish government, High Wind develops new installation
techniques which enable the installation of offshore wind turbines at higher wind speeds. This leads to a
significant decrease of downtime due to weather and allows for the possibility of year round operations.
Recent projects include the installation of 111 wind turbines at a wind farm near Merredin, Western Australia;
the construction of wind turbine foundations for the German offshore wind project at Vlissingen, The
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Netherlands; and the erection of a wind turbine designed to work in extreme weather conditions at a US Navy
base in the Bahamas. In the onshore and offshore wind power sector, we operate in Western European markets,
and have and will continue to expand internationally into selected markets on a project basis. We are currently
undertaking key projects in the Philippines, Poland, Brazil, Egypt, and South Africa.
Civil Works
Over the past decade, we have been involved in many civil works projects around the world, providing cranes
for steel assembly work and the installation of complex roof structures for stadiums and industrial buildings.
Some examples of our recent projects in the civil works industry include the transport of new lock doors for the
Panama Canal from the construction yard in Italy; the 2012 Euro Poland-Ukraine National Stadium in Warsaw,
Poland; the 2010 FIFA World Cup Moses Mabhida Soccer stadium in South Africa; the Ikea shopping mall in
Belgium; the Ahoy events complex in Rotterdam, The Netherlands; and the installation of roof sections at
Intel’s new US manufacturing facilities.
We also have a rich history in accelerated bridge replacement and installation technologies. In the early 1980s,
we moved our first bridge with SPMTs. Today, an average of 70 bridge projects is executed each year using
alternative rapid replacement technologies, and many more with the use of cranes. We developed specialized
equipment for creative and tailor-made solutions, and are able to do all design and engineering in-house. For
bridge moves, we use climbing systems, jacking, SPMTs, barges, ballasting systems, mooring equipment and
strand jacks. Some examples of our record projects include the Millau bridge, France (the tallest bridge in the
world with a deck 280 meters above the ground); Weil am Rhein, Germany (the longest single span pedestrian
bridge at 260 meters) and Sam White bridge, USA (the longest two-span bridge moved in the Western
Hemisphere at 354 feet long).
We believe that there are a number of opportunities in the civil works sector. We are actively pursuing future
projects in Qatar and investigating bridge replacement projects in Eastern Canada.
Offshore & Module Yards
We have served as a heavy lift partner to offshore projects for over 30 years. To date, we have successfully
executed more than 200 larger projects, handling weights related to offshore activities of up to 18,000 tonnes.
We specialize in offshore wind farm installation and in onshore logistics for offshore projects. Major offshore
projects include the Goya Project in Norway, where we executed the biggest load-out project with SPMTs ever
performed, and the developing and building of a computerized stability control system at the Aker Verdal yard
in Norway. Recent module yard projects include the load-out, transport, and load-in of modules from a module
yard in Batangas, Philippines for the construction of a liquefied natural gas plant in Gladstone, Australia. We
believe there are opportunities in this sector, driven by increasing demand for energy together with investment
in offshore exploration activities, as well as the growing trend toward modular construction, whereby large
building components or modules are manufactured off-site and transported and assembled on site to construct
large structures.
Nuclear & Power Plants
Nuclear Power Plants
In May 2009, we purchased Rigging International, an internationally recognized leader in nuclear heavy lift
rigging and heavy haul transport services. Since its founding in 1969, Rigging International has successfully
executed projects in a wide range of heavy lift segments of the nuclear power industry, including new plant
construction, steam generator replacement, reactor vessel head replacement, feedwater heater replacement, plant
heavy lift services, spent fuel storage module transport and installation, and decommissioning and disposal
services.
With this strategic acquisition and our global operations and equipment base, we are positioned to provide
innovative and cost effective solutions in meeting the diverse needs of our nuclear clients worldwide. We offer
our nuclear clients a fully-integrated depth and range of capabilities: technical planning and engineering support,
a crane fleet with capacities of up to 3,200 tonnes (including the in-house designed SGC-120), 1,788 SPMT axle
lines, and an extensive inventory of alternative lifting and shifting systems including gantries, jacking, skidding
equipment and strand jacks.
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Selected examples of our nuclear projects include a chimney removal at the Chernobyl Nuclear Power Plant in
Ukraine, the Olkiluoto OL3 Project in Finland and the Project EPR Flammanville 3 in France.
Our goal is to be the world’s leading one stop service provider in meeting the needs of our nuclear power
industry clients—safely, economically and innovatively.
Coal and Gas Power Plants
We provide heavy lifting and complex transport services for coal-fired and gas-fired power plant projects. We
have a dedicated team, which has developed an efficient “from factory to foundation” solution for our clients’
needs. Our engineering group also continues to assist in optimizing lift solutions and on-site transport,
depending on site conditions. New lifting and transport techniques are being introduced to enable the
transportation and assembly of heavier components, leading to cost and time savings during installations, repairs
and removals. We offer a tailor-made “total concept”, which includes all services and reduces interfaces to
optimise safety, Quality, Environment, Health & Safety (“QEHS”) processes and equipment use, and
coordination of all contractors active on the same site.
Selected examples of our coal-fired power plant projects include the Belchatow II power plant in Poland; the
Neurath power plant in Germany and the assembly of stacker/reclaimer components for a coal export terminal
expansion in New South Wales, Australia. Recent gas-fired power plant projects include the installation of 8
boiler units in the Vasilikos power plant in Cyprus and the installation of a heat recovery system generator, stack
and other components at the Tessenderlo plant in Belgium. We continue to focus on the diversification of our
power plant projects to include renovations, repairs and retirements of power plants in addition to construction
projects.
Mining
The mineral resources and mining sector is a core market for our cranes and complex transport services.
Today’s large-scale metallurgical refineries are built by assembling modules that are manufactured off-site at
module yards and shipped by heavy cargo ships to the site location. We provide module handling, load-in
services at the manufacturing yard, load-out, inland transport services, and heavy lifting and installation works
on site. During project execution, we provide for on-site management, engineering and drawing capabilities,
operators and installation teams, equipment maintenance, and spare part logistics.
Recent projects in the minerals, metals and mining sector include the transportation from China and assembly of
modules for the construction of a pyro-metallurgical facility in Koniambo, New Caledonia; transportation of a
modular-made desalination unit and load-in operation of 20 modules from China to Western Australia; and
heavy lifting and assembly services at the Cerro Matoso Nickel Mine in Colombia. We believe there are
opportunities for further international expansion in the minerals, metals and mining sector, despite a slowdown
in demand in more mature markets.
Business Segments
We operate our business through two core business segments: Global Projects and Regional Operations.
Our Global Projects segment specializes in large-scale heavy lifting and transport projects worldwide that due to
their size, complexity, equipment or engineering requirements are better managed from our headquarters in
Belgium rather than at the applicable regional level.
Our Regional Operations include projects of varying complexity managed at local level, including the short- and
medium-term rental of cranes with operators. This business segment is organized according to the following
geographic segments: Europe, the Middle East and Africa, Asia Pacific and the Americas.
We manage our projects work within either Global Projects or Regional Operations, depending on the scale and
complexity of the project and the level of experience in the region, taking into account a number of factors,
including whether purpose-built equipment is required, the type of equipment involved, the project-specific
engineering required and the type of work. As our operations in some regions are gaining more experience in
executing complex projects, some large projects are managed and booked in the regions. For example, Western
Europe and North America are key mature regions that are managing larger projects and, accordingly, we are
shifting some mid-sized cranes to those regions.
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The table below presents our revenue by business segment for the twelve months ended September 30, 2014.
Revenue
Twelve months ended
September 30, 2014
(€ million) (%)
Business Segment Global Projects ........................................................................................ 89.9 14.3
Regional Operations Europe
Western Europe ...................................................................... 209.3 33.3
Eastern Europe ....................................................................... 41.1 6.5
Middle East and Africa Middle East ............................................................................ 31.1 4.9
North Africa ........................................................................... 18.7 2.9
South Africa ........................................................................... 45.3 7.2
Asia Pacific Asia ........................................................................................ 45.2 7.1
Oceania ................................................................................... 46.8 7.4
Americas North America ........................................................................ 61.9 9.8
Latin America......................................................................... 38.7 6.1
Regional Operations Sub-Total .............................................................. 538.1 85.6
Others(1) .................................................................................................... 0.5 0.0
Total .......................................................................................................... 628.5 100%
(1) Others includes turnover from leasing and trading activities.
We provide our clients with the following value-added services:
Heavy Lifting—We are a worldwide leader in lifting oversized and overweight objects, including
bridges, reactors for petrochemical refineries, and a space shuttle. We operate one of the largest
worldwide fleets of lattice boom and mobile cranes, combined with strand jacks, tower lift and
skidding systems. All our lifting operations are conducted in accordance with international standards
and lifting method statements, based on approved execution studies. These studies provide an in-
depth analysis of the item to be lifted or transported, rigging arrangements and operational tolerances,
as well as three-dimensional and two-dimensional drawings, which include dimensions for lifting
gear (sling and shackle size), design, radius, counterweights, and spreader beams, among others.
Some examples of our heavy lift projects include the assembly of 39 wind turbines, each with a 78
meter tower in Poland and the installation of complex roof structures for the FIFA World Cup 2010
stadiums in Cape Town, Port Elizabeth, Johannesburg, Durban and Nelspruit, South Africa.
Complex Transport—We specialize in transporting, handling, and assembling oversized and
overweight components that cannot be transported in a conventional way. We engineer and prepare in
detail these turnkey operations, including through our contact with local authorities for infrastructure
requirements. We utilise an extensive fleet of SPMTs and heavy haulage trailers, including hydraulic
platforms, semi-trailers and low-bed platform trailers. Our SPMTs are multi-axle trailers designed for
moving heavy loads and capable of being coupled side by side and end to end. Remote SPMTs are
radio-controlled. Long-haul road transports are executed with the latest generation of Kamag K25
platform trailers that are designed with component flexibility and building blocks similar to those of
the SPMTs. Some examples of our recent complex transport projects include the transport and
installation of the Millau bridge in France, the tallest bridge in the world, and the transportation of a
modular-made desalination unit and load-in operation of 20 modules from China to Western
Australia.
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Crane Rental Services—Our rental business serves thousands of clients in more than 60 countries,
with nearly 1,600 cranes operating worldwide. Our rental business consists of local rental of mobile
cranes principally with operators on an hourly or daily basis to support project and maintenance work
for our clients, as well as some longer-term rental of hydraulic and lattice boom cranes principally
with operators. Cranes are typically deployed locally around our 86 depots, though our cranes can be
moved from mature markets into developing markets with higher demand and growth potential.
Engineering—A key component of our value-added proposition to our clients is our ability to make
complex structural calculations and select effective technical solutions, using appropriate equipment
and resources, in order to find the most suitable lifting and transport techniques for our projects. We
have a large, specialized engineering department, headed from Belgium with experienced staff
worldwide. We are able to make complex structural calculations and select effective technical
solutions, using appropriate equipment and resources in order to find the most suitable lifting
techniques for our projects. Our engineers are involved in projects from the feasibility stage onwards,
identifying and cataloguing the equipment requirements and methods to be used, with constant
monitoring of technical specifications throughout the commercial and procurement phases. During
the execution stage, our engineers support operations by drawing up documentation such as
equipment lists, drawings, calculation sheets and operating procedures.
Global Projects Segment
Our Global Projects segment involves project-based services that include a combination of heavy lifting,
complex transport and engineering services, often involving our largest cranes and other equipment that is
relocated around the world as needed. Customized solutions include the development of proposals, engineering,
project management, transportation and on-site services. Our headquarters in Belgium provide sales,
engineering and technical support, as well as operations and fleet solutions, for our global projects. Global
projects are coordinated from Belgium, but operations are carried out worldwide. Our Global Projects segment
benefits from support in each of our operating regions.
These projects take months and sometimes years from inception to completion due to their size and complexity.
They require advance planning due to the required know-how and the diversity of heavy lifting and special
equipment required for execution. These factors provide us with good visibility over our revenues and high
margins.
We actively monitor potential Global Projects opportunities through our in-house market research team, as well
as through our relationships with EPC contractors, large multi-nationals, and local clients. Our Global Projects
sales force of 25 team members, many of whom possess professional qualifications, such as civil engineering
degrees, are based around the world to pursue new opportunities and strengthen our client relationships. Client
relationships, a strong track record of delivery, and regional and local presence help in winning projects for our
Global Projects segment.
Global Projects activities typically comprise a number of phases, including:
a “bid for bid” tendering process—During the “bid for bid” phase, our Global Projects sales team
submits cost estimates to a number of EPC contractors who may be bidding for the same project, and
seeks to position Sarens as a cost-effective subcontractor for heavy lift, complex transport, and
engineering services;
a “bid for work” tendering process—At the “bid for bid” stage, one EPC contractor will have been
selected for the project and will typically require a more detailed bid proposal from us and other
potential subcontractors. Our sales team will work with other in-house functions, including our
engineers and operations teams, to propose value-added, customized solutions to the particular
challenges posed by the project. For example, at this “bid for bid” stage, we may provide a quote for
the project as proposed by the contractor, but also a second more cost-effective quote based on an
alternative approach to lifting and transporting that would also accomplish the contractor’s goals;
contract negotiation—If we are selected by the EPC contractor as the preferred subcontractor, our
sales team will work closely with other in-house teams, including our legal function and our regional
teams, to negotiate the contract terms. Some of our key considerations in negotiating contracts terms
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are timing, credit risk and allocation of equipment to maximize the efficiency and profitability of
each project;
project mobilization—Following contract execution, a project will move into an equipment
mobilization phase, which often involves global logistics and project-specific engineering
preparations, depending on the nature, location, and equipment needs of the particular project; and
project execution—During the execution phase of a project, we rely on years of experience to utilize
equipment and other resources, including through subcontractors and mobilization of equipment
around the world, in a manner that reduces deployment costs, optimizes the efficiency and safety of
the project and maximized profitability.
The following are some recent examples of Global Projects we have completed:
In connection with the construction of a greenfield pyro-metallurgical facility for the extraction of
nickel from ore mined at Konimbo, New Caledonia, we carried out a number of heavy lift and
transport activities, including the loading and transport of modules from Qindao, China to Konimabo,
transport on-site, lifting of the modules, and skidding and setting down of the modules. The project
involved an extensive array of equipment, including 35 mobile and crawler cranes with capacity
ranging from 25 tonnes to 1,300 tonnes, 300 SPMT axle lines, the Sarens Climbing System, man lifts,
fork lifts and lifting skidding beams, and required the mobilization of 120 of our employees. The
duration of the project was 4 years.
We transported 16 new lock doors for the Panama Canal, each weighing between 1,900 tonnes and
4,300 tonnes, from the factory in San Giorgio di Nogaro, Italy to the canal. The doors were moved
with SPMTs from the factory onto Sarens’ barges, then transported and loaded onto to a vessel in
Trieste, Italy. Upon their arrival in Panama, we unloaded all 16 lock doors with SPMTs on the
Atlantic side of the canal, and transported eight doors across the canal to the Pacific side. Our
intensive engineering preparations included barge stability, ballast and mooring calculations, as well
as deliberations with port authorities in Trieste and Nogaro, Italy. The duration of the project was 18
months.
Regional Operations Segment
Our Regional Operations segment carries out projects on a local level, as well as the short- and medium-term
rental of cranes with operators. The focus is on local markets, as transportation costs act as an economic
deterrent to the use of equipment for long distance projects and rentals. This segment operates in more than 60
countries in Europe, the Middle East and Africa, Asia Pacific and the Americas, providing the following core
services:
Projects include heavy lifting, complex transport and mechanical maintenances services. Unlike
projects carried out by our Global Projects segment, these projects can be fulfilled with locally
available equipment and do not typically require purpose-built construction and assembly or project-
specific engineering.
Our crane rental services consist of local rental of mobile cranes principally with operators to support
project and maintenance work for our clients, and to increase the utilization of our cranes that are not
deployed in connection with specific projects.
The table below presents a breakdown of our cranes by business segment as at September 30, 2014.
Business Segment
As at
September 30, 2014
Number of
Cranes
Percentage of
Cranes
Global Projects ......................................................................... 59 3.7%
Regional Operations ................................................................
Europe ..............................................................................
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Business Segment
As at
September 30, 2014
Number of
Cranes
Percentage of
Cranes
Western Europe ........................................................... 329 20.7%
Eastern Europe ............................................................ 138 8.7%
Middle East and Africa ....................................................
Middle East ................................................................. 317 19.9%
North Africa ................................................................ 136 8.5%
South Africa ................................................................ 166 10.4%
Asia Pacific .......................................................................
Asia ............................................................................. 103 6.5%
Oceania ........................................................................ 154 9.7%
Americas ...........................................................................
North America ............................................................. 52 3.3%
Latin America .............................................................. 135 8.5%
Leasing and Trading ............................................................... 4 0.0%
Total .......................................................................................... 1,593 100%
Geographical Diversification
The geographical diversification of our business has benefitted us, particularly as we have expanded our
operations into developing markets. Since 2011, we have reduced our reliance on Europe and generated a
greater proportion of our revenues in the Middle East, Oceania, and North America. We are able to shift
equipment to different markets and geographies, as well as sell equipment in one market and buy in another, in
response to market trends and specific project needs.
Europe
We generated 39.8% of our total revenue in the twelve months ended September 30, 2014 in Europe,
comprising our regional operations in Western Europe and Eastern Europe.
In Western Europe, we are active in Belgium, France, Germany, Ireland, Italy, The Netherlands, Norway, Spain,
Sweden, and the United Kingdom. We have served a broad range of sectors in Western Europe and believe there
are business opportunities within the energy, infrastructure, civil works, and oil and gas sectors in Western
Europe.
In Eastern Europe, we are active in the Czech Republic, Kazakhstan, Lithuania, Poland, Serbia, and Turkey,
among others. Our activities in this region primarily relate to crane rental services, though we believe there are
projects opportunities in the coal and gas power plant sector, including the retirement and dismantling of older
plants, as well as in the oil industry.
Middle East and Africa
We generated 15.1% of our total revenue in the twelve months ended September 30, 2014 in the Middle East
and Africa, comprising our regional operations in the Middle East, North Africa, and South Africa.
We operate in the Middle East through SNME, a 50/50 joint venture with the NASS Group of Bahrain, a well-
established and industrial conglomerate and construction company with operations throughout the Middle East.
In this region, we have benefitted from growth in the oil sector in Saudi Arabia and infrastructure projects in
Qatar and Oman. We expect local infrastructure projects, such as improvements in power and water supplies, to
continue to drive growth in the Middle East. The oil and gas extraction industries are also expected to grow in
importance over the coming decade.
South Africa is the hub for our activities in Sub-Saharan Africa, where our fleet and project management
capabilities are growing. Algeria is our main hub in North Africa. We believe there are opportunities in a
number of sectors, particularly in onshore and offshore wind power, power plants, and mining.
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Asia Pacific
We generated 14.6% of our total revenue in the twelve months ended September 30, 2014 in the Asia Pacific
region, comprising our regional operations in Asia and Oceania.
In Asia, we are active in India, Indonesia, Malaysia, the Philippines, Singapore, South Korea, Thailand, and
Vietnam. Sarens Asia is receiving a steady inflow of offshore oil and gas, power, and wind projects. Growing
urbanization in emerging Asian markets is expected to increase spending on water, power and transportation
infrastructure and we believe there are a number of opportunities, especially in Global Projects.
In Oceania, we are active in Australia and New Caledonia. The mining sector historically has been a major
source of demand for our services in this region, but the region is experiencing a downturn of investment in new
mining activities.
Americas
We generated 16.0% of our total revenue in the twelve months ended September 30, 2014 in the Americas,
comprising our regional operations in North America and Latin America.
We have technical know-how and expertise in the nuclear industry in North America. We believe that the
energy sector, particularly in the south east United States and north west Canada, present growth opportunities
and we expect to make capital expenditure investments in the region in the coming years.
In Latin America, we are active in Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, and
Venezuela. Our operations primarily comprise crane rental and transportation services, particularly in the
mining and energy sectors. We believe there are opportunities arising from expected investment in
transportation infrastructure and mining.
Ancillary Activities
We complement our projects and crane rental activities with a range of other services, including the sale of used
cranes, bare leasing, in-house research and development, and fleet management.
Trading and Bare Lease Activities
In February 2007, we created a new department in our Belgian headquarters for our global trading and bare
lease activities. Our trading activities relate to the sale of used cranes, allowing us to access the crane market for
rapid sourcing in the case of urgent projects, to adapt our fleet swiftly when market conditions change, and to
maximize the residual value of our cranes. This contributes to our ability to manage our fleet to optimize
utilization of our cranes worldwide.
There is an active crane trading market where smaller regional players in emerging markets, such as India,
China and Africa, are active buyers of second hand cranes. Our trading activities are carried out through a 50/50
joint venture with P. van Adringham, one of the world’s largest second-hand crane traders. We also partner with
Ritchie Bros. Auctioneers, an international heavy equipment auctioneer with an extensive buyer network of over
34,000 registered bidders from 121 countries and over 40 permanent auction sites in North America, Europe, the
Middle East, Asia and Australia.
Our bare rental activities relate to crane rental where our clients operate and maintain the equipment themselves,
with our support if required.
In-house Research and Development
Large structures or projects are increasingly built off-site in construction yards, with the component units being
transported and assembled on site. As components become larger, heavier and more complex, we continue to
develop in-house equipment and solutions, including by adapting our equipment, to meet client needs. We
believe this distinguishes our business from local competitors in our sector.
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In early 2011, we completed the construction and testing of our own crane, the SGC-120, designed to
accommodate the heavy lifting requirements in construction of new refineries, petrochemical plants, offshore
platforms, and newer generation nuclear power plants. It is an innovative and versatile heavy lift crane system,
for which we hold a patent registered in the United States, and one of the world’s largest mobile cranes in terms
of load capacity and range, with a lifting capacity of 3,200 tonnes. The SGC-120 can be disassembled into
components, transported in standard shipping containers, and re-assembled for worldwide deployment. It has
previously been utilized by us for the installation of roof sections at Intel’s new US manufacturing facilities; the
loading of modules at a Chinese shipyard; the construction of a nuclear power plant in Flammanville, France;
the installation of a regenerator at an oil and gas plant in Indonesia; and in the construction of an oil and gas
plant in Saudi Arabia.
In addition, our in-house engineering team has also developed tailor-made solutions by adapting existing cranes
and other equipment. Some examples include:
SMB, a modular barge consisting of 20 foot units and 40 foot units that can be interconnected to
adjust to the size of a channel or the width of a lock or connected to other units to form a larger barge,
was designed by our in-house engineering team in 2013. The SMB makes it possible to perform
barge operations in waters that are difficult to access by waterway, for example, lakes or inland
rivers. It was used in connection with the transport and installation of concrete beams for the
construction of a bridge in Abidjan, Ivory Coast.
The mobile crawler crane, CC9800, was developed by Terex Damag and adapted by us for the
Estinnes wind turbine project in 2014 to allow for the rapid dismantling and re-assembly of the crane
in order to provide mobility of an otherwise stationary piece of equipment.
Fleet Management
Our fleet management and maintenance services include the management of global client services; the
maintenance, refurbishment, overhaul, and repair of our equipment; and the tracking of black boxes installed in
over 90% of our cranes to monitor equipment utilization, improve safety performance and to schedule
maintenance efficiently.
Employees
As at September 30, 2014, we had 4,340 full-time equivalent employees. Over the last three years, we have seen
a steady increase in our employee base from 3,502 full-time equivalents as at December 31, 2011. These
headcount numbers include all of the full-time equivalents of our subsidiaries and joint ventures, whether or not
the results of such entities are fully consolidated in our financial statements.
The following table sets forth our full-time equivalent employees by segment as at September 30, 2014.
Business Segment
As at
September 30, 2014
Number of
FTEs
Percentage of
FTEs
Global Projects ......................................................................... 247 5.7
Regional Operations ................................................................
Europe ..............................................................................
Western Europe ........................................................... 875.9 20.1
Eastern Europe ............................................................ 487.5 11.2
Middle East and Africa ....................................................
Middle East ................................................................. 717 16.5
North Africa ................................................................ 449 10.3
South Africa ................................................................ 396 9.1
Asia Pacific .......................................................................
Asia ............................................................................. 501 11.5
Oceania ........................................................................ 101 2.3
Americas ...........................................................................
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North America ............................................................. 186 4.2
Latin America .............................................................. 328 7.5
Corporate headquarters ..................................... 51.2 1.2
Total .......................................................................................... 4,340 100%
In most countries in which we operate, collective bargaining agreements are concluded with the employee
representatives and are applicable to all employees, whether they are members of the trade union or not. As in
most countries trade union membership is protected by privacy, we do not keep statistics as to the number of our
employees in trade unions.
We have built good relationships and a strong track record with the unions representing our employees. We
have set up all required employee representatives bodies, such as committees, union representatives and workers
councils.
Our high-quality work is based on our excellent technical know-how acquired over years of experience and
applied on a daily basis in all our engineering projects. We ensure that all our employees are well-trained so that
they can bring difficult projects to a successful conclusion.
In 2013, we continued to develop our human resources organization by setting up a new corporate human
resources department and clarifying the roles and responsibilities at a Group, regional and country level. Four
major initiatives were undertaken at Group level:
the overall implementation of competence management and performance evaluation;
building a training and development portfolio (including a range of training sessions for engineers,
key account managers, sales managers, project managers, fleet managers and country managers);
developing a single global human resource information system; and
introducing a uniform global recruitment tool.
Quality, Environment, Health and Safety
Quality, environment, health and safety are paramount to our business. As part of their induction process on
their very first day, new employees learn about how our corporate QEHS policy is implemented within our
organization. This policy is part of our integrated QEHS management system which meets all the requirements
of the internationally recognized health and safety standard, OHSAS18001, as well as SCC-P (the Safety
Certificate for Contractors—Petrochemical safety assurance system) and MASE (Mechanical and Safety
Engineering, a collection of associations whose purpose is to promote and improve safety, health and
environment protection among its member companies). We hold industry certifications relating to quality
management (ISO 9001), environment management systems (ISO 14001) and health and safety management
systems (OHSAS18001). The QEHS management system is certified in many companies within our Group and
our other operational business units have been set the objective of obtaining OHSAS18001 certification by the
end of 2014. All entities within our Group are periodically audited by third-party and/or internal auditors to
ensure improvements to the system, based on experience feedback, lessons learnt and trend analysis.
To minimise hazards and other risks, we invest significantly in safety training and keeping our employees aware
of the risks in the environment where they are working. We have made quantifiable reductions in the number of
work accidents with lost time injuries over the last five years. The following table sets forth the number of work
accidents with lost time injuries per 1 million hours worked for the years indicated.
Year ended December 31,
Nine months
ended
September 30,
Global Accident Statistics 2011 2012 2013 2014
Number of work accidents with lost time injury per 1
million hours worked .......................................... 7.2 7.9 5.7 6.6
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BlueSafety
With the aim of continuing to reduce the number of work accidents, we launched the BlueSafety program
globally in early 2013. Multiple initiatives were introduced to place awareness of risks and safe behavior in the
spotlight, with tools such a pre-job meetings, onsite safety toolbox sessions, QEHS cartoons, site inspection
tours by supervisors, managers and directors, as well as QEHS alerts. In addition, a single email address was
created and attached to all our equipment, enabling any individual to send us comments and complaints, as well
as positive comments about our employees’ safety conduct.
Our management encourages staff on a daily basis to apply the ‘STOP & CONSULT’ procedure when
conditions are such that safety may be compromised if operations continue unchecked. If this is the case, ‘STOP
& CONSULT’ makes it mandatory for every employee to stop work and consult their supervisor or manager
and to discuss the situation so that a solution can be found for continuing operations safely.
Training
We attach great importance to training and the expertise of our employees, which contributes to the safety of our
operations and the quality of service we provide. We established a training center in July 2001 in close
collaboration with VZW Montage (a federation of crane services suppliers), VDAB (the Belgian re-employment
office), the Flemish Government and Antwerp Safety Institute.
In 2004, we replaced this training center with another training centre, Comokra, in Steenhuffel, Belgium in close
cooperation with VZW Montage and VDAB. Different courses, including crane operators, riggers and forklift
operators, are offered throughout the year for both our employees and others. The Comokra training center has
several mobile cranes, telehandlers, telescopic work platforms and other equipment and materials for training
purposes. We provide training to all our drivers who must obtain driver certifications prior to being allowed to
work with clients.
Since 2008, Sarens UK has had a CITB/CPCS (Construction Industry Training Board / Construction Plant
Competence Scheme) approved and accredited training center, providing a wide range of machine categories for
training and testing; industry national vocational qualification; Client Contractor National Safety Group safety
passport courses; Certificate of Professional Competence courses for heavy goods vehicle and large goods
vehicle drivers; and Construction Skills Certification Scheme health and safety tests, as well as a variety of other
industry training to meet clients’ health and safety requirements.
In addition to these training centers, we occasionally give project-related trainings, looking for local “special
operators” who get trained at our standard. We have conducted these trainings at the Goro project (New
Caledonia) where we trained and tested crane operators in The Philippines, the Tamatave project (Madagascar)
where we trained and tested Malagache crane operators and the Koniambo project (New Caledonia) where we
trained and tested crane operators and riggers in Thailand, India and the Philippines.
Furthermore, there are numerous and regularly organized trainings for our employees to develop them and build
a qualified workforce that can operate our complex machinery to execute safely projects worldwide.
Quality of Service
Equally important to occupational health and safety, quality also forms part of our integrated QEHS
management system. As a service provider, our success is highly dependent on the quality of our services and
client satisfaction. We are committed to meeting clients’ expectations, as well as the obligations imposed under
every contract awarded to us. A focus on quality underlies every decision, every interdisciplinary team, every
service provided and every client contract. We listen to the feedback that we receive and respond to the best of
our technical and managerial abilities, and seek to continually improve the quality performance of our services
and processes.
Business units within our Group have achieved and maintained ISO9001:2008 Quality Management
certification as individual entities, but they also work from a set of standardised corporate procedures that also
meet the requirements of ISO 14001:2004 Environmental Management and OHSAS 18001:2007 Occupational
Health and Safety Management. This is in addition to any other periodical third-party audits. or managed
successfully to renew their certificate and/or to pass periodical third-party audits.
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To ensure the further harmonization and standardization of all local management systems, the corporate QEHS
department will begin a series of Internal QEHS Compliance audits projected to commence in 2014.
Environmental Matters
As part of our commitment to being a good corporate citizen and community member, we are committed to a set
of environmental principles. It is our policy to minimize the environmental impact that may be associated with
any of our activities and we work closely with our clients, contractors and suppliers to improve efficiency,
conserve natural resources and reduce waste and emissions. We have ISO 14001 certification regarding our
environmental management system.
Property
Our corporate headquarters are located at Autoweg 10, 1861 Wolvertem, Belgium. Substantially all of our
properties, primarily land and office buildings, are owned by a third party, Saron N.V., which in turn is owned
by members of the Sarens family. The ownership of properties by Saron N.V. resulted from a demerger
transaction undertaken by the Company in 2010 to split up the crane-related activities and the real estate
activities of our Group. The rationale for the transaction was threefold: to increase focus on our core business;
the optimization of growth financing by separating the financing of real estate and crane assets, which is
fundamentally different in terms of both financing costs and duration; and to allow for optimization of
refinancing to maximum return on equity on both business units.
We lease our properties from Saron N.V. on an arm’s length basis pursuant to market terms. Our management
considers our properties to be adequate for our present purposes and, based on our experience, we believe that
suitable space for future expansion will be available on satisfactory terms.
Information Technology Systems and Management
Information technology (“IT”) is important to our ability to operate efficiently, and our information technology
systems infrastructure supports our various business operations with advanced operational and security levels.
We maintain IT systems aimed at ensuring the integrity and protection of our information and security systems.
We conduct regular backups, employ antivirus security measures and monitor physical movements in our
facilities and user access to IT systems. We have a centralized information technology model with full coverage
for our business processes, from invoicing, employee records, planning, accounting and consolidation.
Our main software solutions are based on recognized standard software packages distributed internationally,
such as SAP and Navison (Microsoft) for enterprise resource planning. Our sales department uses standard
client relationship management software to track our client relationship and manage our pipeline of projects and
bids.
Intellectual Property
Each Group company has all necessary rights with respect to intellectual property or has the right to use all
necessary intellectual property rights pursuant to a license agreement or other similar agreement.
In connection with our in-house development of equipment, we currently hold a patent relating to the SGC-120,
registered in the United States.
We do not believe that the loss of any single intellectual property right will have a material adverse effect on our
business, financial condition and results of operations. Moreover, we do not believe that the termination of
intellectual property rights expected to occur over the next several years, either individually or in the aggregate,
will materially adversely affect our business, financial condition and results of operations.
We are not aware of any threatened, proposed or actual proceedings that have or will be brought against us for
infringement of intellectual property rights of third parties that if successfully prosecuted would have a material
adverse effect upon our business, financial condition, results of operations and prospects. Similarly, we are not
aware of any infringement of our intellectual property by third parties that would materially adversely affect our
business, financial condition, results of operations and prospects. See “Risk Factors—Risks relating to Our
Business and Industry—We may not have adequate protection for our intellectual property and we may infringe
the intellectual property of others.”.
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Insurance
We maintain property insurance, property damage insurance, machinery breakdown, liability insurance,
comprehensive third party and product liability insurance, director & officers’ liability, fleet insurance, marine
liability, suretyship insurance and accident insurance. We do not insure against certain types of losses, such as
contractual penalties, political risk, terrorism or acts of war, which may be uninsurable or which we do not
consider economically insurable. See “Risk Factors—Risks relating to Our Business and Industry—We may be
subject to liabilities that are not covered by our insurance policies.”
Our management considers our insurance coverage to be sufficient in amount and scope.
Corporate Social Responsibility
We maintain a corporate social responsibility program in order to give back to our local communities. For
example, it is a tradition at Sarens NV to donate the budget that would normally be used for Christmas presents
to a carefully chosen charity benefiting children. In 2013, we chose to support Art for Africa, an organization
striving to give more chances to African children. Their motto is “every child, anywhere in the world, has the
right to have a future and a worthy life”. Africa is a continent that struggles with poverty, a low life expectancy,
poor literacy and AIDS. In recent years, Art for Africa has set up various projects in Senegal, Gambia and
Kenya, ranging from maintaining a hospital or supporting a school to the construction of an orphanage. All are
local actions benefitting the local children.
In previous years, we supported Cunina, a Flemish development organization which focuses on increasing
access to and the quality of primary and secondary schools in South Africa, and a project of VIA Don Bosco
(former Dmos Comide), a Belgian non-profit organization dedicated to improve the living conditions of children
in Africa, South America and India.
Sarens Australia helps the Movember Foundation to support health issues men face—prostate cancer and mental
health. The funds raised are directed to programs run directly by Movember and our men’s health partners, the
Prostate Cancer Foundation of Australia and beyondblue: the national depression initiative.
In addition, we also sponsor ‘Run for LCH’, a running event in Kapelle op den Bos, Belgium to raise money for
scientific research on LCH (Lagerhans’ Cell Histiocytosis). LCH is a very rare disease that occurs when there
are too many of the white cells known as histiocytes. As the cause of this disease is still unknown, research is
necessary and crucial.
Legal Proceedings
Save as described below, there are no governmental, legal or arbitration proceedings (including such
proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding
the date of this Listing Prospectus, which may have, or have had, a significant effect on the Company’s and/or
the Group’s financial position or profitability.
In April 2009, our Belgian operations were the subject of an inspection by the Belgian tax authorities, as a result
of which the tax authorities claimed additional amounts of €20.1 million in unpaid taxes (excluding late interest
payments and penalties). We are contesting this claim, and we have provisioned €7.5 million for this claim.
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MANAGEMENT OVERVIEW
The Issuer
The Issuer is a company incorporated as a limited liability company under the laws of Belgium on December 11,
2014 as a wholly-owned subsidiary of Sarens Bestuur NV (one share in the Issuer being held by Sarens NV).
The Issuer is a special purpose vehicle established for the purpose of raising capital through the issuance of debt
securities. The relationship between the Issuer and Sarens Bestuur NV and Sarens NV, the shareholders of the
Issuer, is governed by Belgian law. The directors of the Issuer are Sarens Bestuur NV, represented by its
permanent representative Ludo Sarens, Sarens NV, represented by its permanent representative Ludo Sarens and
Hendrik Sarens. The directors’ business office is located at Autoweg 10, 1861 Wolvertem, Belgium, and the
Issuer’s registered office at Autoweg 10, 1861 Wolvertem, Belgium.
The Company
Board of Directors
The board of directors of Sarens Bestuur NV (the “Board of Directors”) is responsible for our overall
management and performance and for defining and executing our strategy. The table below sets out the names
and positions of the individuals on the Board of Directors.
Name Position
Ludo Sarens ................................................................. Chairman
Hendrik Sarens ............................................................ Director
Marc Sarens ................................................................. Director
Beni Sarens .................................................................. Director
Frank Vlayen(1)
............................................................ Director, non-executive member
Cedric Van Cauwenberghe(2)
....................................... Director, non-executive member
Béni Roos .................................................................... Director, non-executive member
Johan Beerlandt ........................................................... Director, non-executive member
Guido Segers(3)
............................................................ Director, non-executive member
_____________
(1) Mr. Vlayen exercises his function as director through FV Management BVBA, his personal management company.
(2) Mr. Van Cauwenberghe exercises his function as director through MARGATES BVBA, his personal management
company.
(3) Mr. Segers represents STAK (Stichting Administratiekantoor) Jan Sarens.
The following is a summary of the business experience of the Board of Directors as at the date of this Listing
Prospectus.
Ludo Sarens joined the company in 1979 as head of accounting and was later assistant to the general manager.
He was CEO of the Group from 1987 to 2009.
Hendrik Sarens started at Sarens in 1973 at the dispatching of cranes and transport. Subsequently, Hendrik
Sarens became responsible for HR, sales and heavy lifting operations. He is currently active within the sales
department, where he has a worldwide advisory role.
Marc Sarens joined the Board of Directors in May 2007 as director. Marc Sarens joined the Group in 1978 in
the maintenance department, being responsible for repairs to the crane and transport fleet. In 1992, he became
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maintenance director, and in 2002, he started serving as director of fleet management. He currently has an
advisory role in purchasing equipment, fleet assets and assisting the subsidiaries with specific technical issues.
Beni Sarens has been responsible for all the alternative lifting and complex transport equipment of Sarens, such
as self-propelled modular trailers, jacking and skidding equipment, lifting towers, barges. As director of load
outs and special operations, his function includes sales, engineering and operation execution of these projects
worldwide.
Frank Vlayen is managing principal of Waterland Private Equity NV, responsible for all Waterland activities in
Belgium. Before joining Waterland, he worked as engagement partner at Accenture UK. Before that, he was
director of business development at Citigroup Consumer Banking Europe and vice-president of Tractebel’s
international energy division, where he held a number of senior positions in several functional areas. He started
his career at Fortis Bank (at the time Generale Bank) in corporate finance and trade finance. He studied for his
master’s degree in business administration at Vlerick Leuven Ghent Management School and is Business
Engineer at the Catholic University of Leuven.
Cedric Van Cauwenberghe is principal for Waterland Private Equity NV in Belgium. Previously, he was
Investment Director at Rendex Partner, a venture capital fund. Before, he was head of business development at
ChemResult NV, an enterprise software company, and co-founder and CFO of FastBidder NV, a technology
start-up. He started his career as management consultant with Roland Berger Consultants for their Brussels,
Frankfurt and Barcelona offices. He studied commercial engineering at the Université Libre de Bruxelles (Ecole
de Commerce Solvay).
Béni Roos started with Interbrew (currently InBev) in 1969 in the HR department. Successively he was HR
manager for Interbrew Belgium, executive vice president HR of Interbrew Group, and a member of the
executive committee. Mr. Roos worked and lived in many geographical locations of the Interbrew group. For
the last 10 years at Interbrew Group, he was a member of the due diligence committee. After leaving the
Interbrew Group on retirement, Mr. Roos stayed active as a Belgian Senior Consultant. He sits as vice chair of
the board of governors of the British School in Brussels.
Johan Beerlandt is CEO and managing director of BESIX Group, where he also serves as chairman of BESIX
and chairman of the Executive Board. Previously, he served as deputy general manager and general manager.
From 1975 to 1993, Mr. Beerlandt worked with a variety of companies in the United Arab Emirates, Iraq and
Cameroon, being involved in a variety of projects, such as water supply projects for villages.
Guido Segers started his career at Kredietbank in 1974 as a financial analyst. From 1986 to 2002, he was active
in the Belgian and international credit sector as director of risk and compliance, commercial representative for
small and medium-sized enterprises and as member of the accounting committee. In 2003, he joined the
executive committee of KBC, where until 2009, he was responsible for corporate and market activities. Mr.
Segers is also independent board member of Iep Invest (previously Punch International).
Executive Committee
We are managed through the combination of an executive committee and regional directors. The Executive
Committee controls all of the operational and financial aspects of our business and meets every two weeks.
The following individuals are members of the Executive Committee of the Company (the “Executive
Committee”, and together with the Board of Directors, “Management”).
Name Position Appointment Date
Wim Sarens Chief Executive Officer April 1, 2009
Magnus Björkman Chief Financial Officer April 23, 2014
Philip Van den bosch Corporate Business Support Director October 1, 2014
Carl Sarens Corporate Technical Solutions Director January 1, 2008
Guy Frederickx Corporate Fleet Director July 1, 2008
John Fitzmaurice Corporate QEHS Director September 1, 2014
Marc Verhaert Corporate Operations Manager September 2, 2013
Frans Vanwinkel Corporate Sales and Marketing Director February 3, 2014
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Name Position Appointment Date
Leo Depestele Corporate HR Director July 1, 2013
The following is a summary of the business experience of the management team as at the date of this Listing
Prospectus.
Wim Sarens was appointed chief executive officer in 2009. He joined us in business development in 2008.
Previously, he worked at McKinsey & Co. Wim Sarens holds an MBA from INSEAD.
Magnus Björkman was appointed chief financial officer in 2014. Previously, he worked at Volvo Construction
Equipment, Vestas Wind Systems and Aker Solutions. Mr. Björkman holds an executive MBA from the
Louvain School of Management.
Philip Van den bosch joined the Sarens Group in 2014 as corporate Procurement Officer. Previously he worked
at Phidan, Novartis Consumer Health and Smith’s Food Group. In October 2014, Philip was appointed Group
Procurement and Business Support Director. He holds a master’s degree in economical sciences (specialization
econometrics and industrial economics), a master’s degree in arts of economy and an advanced degree in
procurement and supply.
Carl Sarens was appointed corporate technical solutions director in 2008. He joined us in 1995 and previously
held the roles of project engineer and Director Technical Solutions. He has carried out more than 100 complex
projects for us in all regions of the world. Carl Sarens holds a master’s degree in industrial engineering
(electromechanics) from the College of Higher Education De Nayer, Sint-Kantelijne-Waver.
Guy Frederickx was appointed corporate fleet director in 2008. Previously, he worked at Egemin, Asea Brown
Boveri and Sundstrand International. Mr. Frederickx holds a master’s degree in industrial engineering from
Industriële Hogeschool Antwerpen-Mechelen (IHAM), Antwerp.
John Fitzmaurice joined us in 2013 as QEHS Manager Sarens Australia. Previously he worked as Global
QEHS Manager within the ALE organization. In 2014, he was appointed Corporate QEHS Director. John holds
an executive master’s degree in business administration and additional degrees in safety management and
environmental management, awarded by the British Safety Council.
Marc Verhaert was appointed corporate operations manager in 2013. Previously, he worked at Jan De Nul
Group on various dredging projects in Latin America, the Caribbean and Australia. Mr. Verhaert holds a degree
in industrial engineering architecture from the College of Higher Education De Nayer, Sint-Kantelijne-Waver.
Frans Vanwinkel was appointed corporate sales and marketing director in 2014. Previously, he worked at
Iveco-Fiat, Manitowoc SAS and Scott Continental. Mr. Vanwinkel holds a bachelor’s degree in social sciences
from Horama, Diest.
Leo Depestele was appointed corporate HR director in 2013. Previously, he worked at Umicore, Cumerio and
Rockwell Automation. Mr. Depestele holds a master’s degree in economics from Antwerp University (UFSIA).
Board Practices
The Board of Directors, composed of nine members, plays an active and prominent role in the development of
the Company. Supported by various advisory committees, the Board supports management in operational
activities and financial control. The Board meets at least quarterly, in practice monthly, and discusses our
operational and financial situation and monitors the execution of our strategic business plan.
Committees of the Board
Audit Committee
A charter of the audit committee of the Company (the “Audit Committee”) was approved by the Board of
Directors in April 2014. The Audit Committee shall be composed of four directors, including one independent
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director. The internal audit managers of the Company may be invited to attend meetings of the Audit
Committee.
The duties of the Audit Committee include:
advising on internal financial reporting to the Board of Directors;
monitoring the financial reporting process;
monitoring the effectiveness of the Company’s internal controls and risk management systems and
advising the Board of Directors on the respective systems in place;
advising on the internal audit and its effectiveness;
monitoring the statutory audit of the annual accounts and consolidated annual accounts, including
following up on the questions and recommendations of the statutory auditor; and
assessing and monitoring the independence of the statutory auditor with particular focus on the provision
of additional services to the Company.
The Audit Committee meets at least three times a year and as often as the chairman of the Audit Committee or
two of its members deem necessary.
Nomination and Remuneration Committee
On its own initiative, the Board of Directors constituted a nomination and remuneration committee in 2013 (the
“Nomination and Remuneration Committee”). This Nomination and Remuneration Committee is attended by
three board members and the corporate HR director.
Risk Management
We have an internal risk management policy. To manage risks related to our commercial contracts worldwide,
the policy provides the following:
for the day-to-day rental business, the agreements are governed by our general terms and conditions;
for contracts that deviate from our general terms and conditions, a detailed internal policy for
contracting applies, containing rules and guidelines to monitor and to mitigate any exposure resulting
from such deviations. We regularly organize training and conduct internal audits regarding
compliance with the policy.
We have an international insurance program with layers up to €50 million to cover any liability risk. In addition,
for major projects, we endeavor to be included in the specific project insurances taken out by the client or
project owner, with a waiver of subrogation in our favor. For some risks associated with specific projects (e.g.
all risks for entrusted goods that we manipulate or transport, etc.), we take out special insurance policies. As for
local projects, we have established a network of local insurance brokers who monitor the adequacy of our
insurance coverage.
Compensation and Benefits
The aggregate amount of remuneration paid to members of the Board of Directors and the Executive Committee
for services in all capacities provided to the Group during the nine months ended September 30, 2014 was €1.8
million and during the year ended December 31, 2013 was €1.8 million in salary and bonuses.
The Company has a limited equity plan for some members of the management. Mansar NV, a stock
compensation plan for certain members of management of the Company, holds 1.7% of the Company’s common
stock outstanding. See “Principal Shareholders”.
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Conflict of Interest
None of the members of the Board of Directors of the Issuer or the Company has an actual or potential conflict
of interest between duties owed to the Issuer and their private interests or other duties.
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PRINCIPAL SHAREHOLDERS
Issuer
The Issuer is a direct wholly-owned subsidiary of Sarens Bestuur NV. See “Summary—Summary Corporate and
Financing Structure”. The subscribed share capital of the Issuer amounts to €61,500, divided into 100 shares
fully paid-up, without nominal value.
Sarens Bestuur NV
The issued share capital of Sarens Bestuur NV amounts to €80,000,000, divided into 12,244 fully paid-up
shares, consisting of 9,534 Class A shares and 2,710 Class B shares.
Name of Beneficial Owner
Shares of Common Stock
Beneficially Owned
Percentage of Common
Stock Outstanding
CraneCo B.V.(1)
..................................................... 2,710 Class B Shares 22.1%
Ludo Sarens ........................................................... 2,389 Class A Shares 19.5%
Beni Sarens ............................................................ 1,795 Class A Shares 14.7%
Hendrik Sarens ...................................................... 1,795 Class A Shares 14.7%
Jan Sarens .............................................................. 1,675 Class A Shares 13.7%
Marc Sarens ........................................................... 1,675 Class A Shares 13.7%
Mansar NV(2)
......................................................... 205 Class A Shares 1.7%
Total ...................................................................... 12,244 Shares 100%
____________________
(1) CraneCo BV is an entity held by Waterland Private Equity Fund IV C.V.
(2) Mansar NV is a stock compensation vehicle for certain members of management of the Company.
In August 2011, when CraneCo B.V. (an entity owned by Waterland PE) acquired a participation in the
Company, CraneCo B.V. and the Sarens family shareholders entered into a shareholders agreement to regulate
their ownership of shares in the Company. The Company adopted articles of association on August 9, 2011 to
reflect the agreed arrangements. These include certain restrictions on transfers of shares in the Company,
including, without limitation, that:
no shares can be transferred to a third party until such third party has acceded to the existing shareholders
agreement;
any transfer of shares by a shareholder shall be subject to a pre-emption right for the benefit of the other
shareholders;
in the event that a shareholder sells shares representing 10% or more of the total share capital of the
Company to a third party, the other shareholders shall benefit from a tag-along right.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In the past, we have entered into, and expect to enter into in the future, contractual arrangements with our
principal shareholders or companies controlled by them. We also acquire goods and services from, or sell goods
and services to, various related parties in the course of our ordinary business. We believe that our prior and
existing transactions and arrangements have been negotiated on an arm’s length basis and contain market terms.
However, there is the possibility that we could have obtained better terms from third parties. In respect of our
sales of goods and services to related parties, the outstanding balances at the end of the year are not secured and
their settlement is made in cash. No guarantees are provided or taken for such receivables.
Related Party Transactions
Our outstanding balances with our subsidiaries and associates as at December 31, 2011, 2012 and 2013 and as at
September 30, 2014 are as follows.
Year ended December 31,
Nine months
ended
September 30,
2011 2012 2013 2014
(€ million)
Outstanding loans ........................................................... 3.7 2.2 3.5 2.5
We lease properties from Saron NV, an entity owned by members of the Sarens family, which owns most of the
real estate property used by the Group.
Our transactions with Saron NV for the years ended December 31, 2011, 2012 and 2013 and the nine months
ended September 30, 2014 are as follows.
Year ended December 31,
Nine months ended
September 30,
2011 2012 2013 2013 2014(1)
(€ million)
Rent of real estate property ............................ 3.5 3.6 3.9 2.9 3.0
Non-rental charges(1)
...................................... 0.1 0.2 0.2 0.1 0.1
Recharged expenses (other revenue)(2)
.......... (0.3) (0.3) (0.2) — (0.3)
____________________
(1) Charges paid in addition to rent, such as property tax and other expenses borne by the lessee.
(2) Costs incurred by operating entities in connection with their use of the property that are paid by the owner of the
properties, Saron NV.
Management Fees
The aggregate amount of remuneration paid to members of the Board of Directors and the Executive Committee
for services in all capacities provided to the Group during the nine months ended September 30, 2014 was €1.8
million and during the year ended December 31, 2013 was €1.8 million in salary and bonuses.
Management Loans
No loans have been granted to members of the Board of Directors or other executives of the Group (including
their families).
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DESCRIPTION OF OTHER INDEBTEDNESS
The following is a summary of the material terms of our principal financing arrangements. It does not purport to
describe all of the applicable terms and conditions of such arrangements and is qualified in its entirety by
reference to the actual agreements. Some of the terms used herein are defined in these agreements, and the
Issuer has not included all of such definitions herein.
The Global Facilities Agreement and the EH Facility Agreement (each as defined below) were amended on
November 14, 2014 and November 17, 2014, respectively. The summary below takes into account the amended
versions of these financing agreements.
Global Facilities Agreement
On March 8, 2012, the Company (as guarantor), Sarens NV (as borrower), ING Bank N.V., BNP Paribas Fortis
SA/NV and KBC Bank NV as arrangers, ING Equipment Lease Belgium SA/NV as the main lessor and as lease
agent, ING Bank N.V. as RCF agent, global agent and documentation agent, the other financial institutions
listed as lessors and lenders and certain subsidiaries of the Company as lessees and/or guarantors entered into a
Belgian law facilities agreement (as amended, amended and restated or otherwise modified from time to time,
the “Global Facilities Agreement”).
Under the Global Facilities Agreement, two types of financing are provided to the Group:
(a) a €335,000,000 lease facility (the “Lease Facility”) by ING Equipment Lease Belgium SA/NV, ES
Finance NV, KBC Lease Belgium NV and Belfius Lease Services NV as lessors (consisting of Facility A
and Facility B), with a €50,000,000 (uncommitted) accordion option; and
(b) a €90,000,000 revolving credit facility by ING Belgium NV/SA, BNP Paribas Fortis SA/NV, KBC Bank
NV and Belfius Bank NV as lenders, with a €33,000,000 (uncommitted) accordion option (Facility C, the
“Revolving Facility”).
The Lease Facility is available for new lease drawings until November 14, 2017, subject to two one year
extension rights. The Revolving Facility is available until August 14, 2019.
Lease Facility
New Leases (Facility A Leases)—Utilization and Funding
Under the Lease Facility, certain subsidiaries (the “lessees”, as listed below) may from time to time request ING
Equipment Lease Belgium NV/SA as the main lessor (the “Main Lessor”) to purchase certain Equipment (as
defined in the Global Facilities Agreement, including any assets used by the Group in the ordinary course of its
business, such as cranes, pontoons, trucks, cars, lifting devices etc.), either (a) from a third party supplier
(through a direct lease) or (b) from a member of the Group (through sale and leaseback). Upon payment of the
purchase price by the Main Lessor, a lease agreement is deemed to be entered into, subject to certain conditions.
Facility A lessees include Sarens Bestuur NV, Sarens NV, Sarens BE NV, Sarens Materieel B.V., Sarens
Normandie SARL, Sarens Nord-Ouest SARL, Sarens France SAS, Sarens (UK) Ltd, Sarens Cranes Limited,
Sarens A/S, Sarens Kranservice A/S, Sarens Polska Sp.z o. o, Zuraw Sarens Sp.z o.o, Epequip Co. SPC, Sarens
South Africa Proprietary Limited, SRNS Latinoamercia, S.A. De C.V., Sarens (Australia) Pty Limited, and any
‘Additional Facility A Lessee’.
During the availability period, the Lease Facility is available for utilization by means of individual lease
drawings. Each individual lease drawing is linked to a specific asset, and has an individual lease tenor of up to
ten years.
Most utilizations under the Lease Facility are prefunded by the Main Lessor. Lessees must pay to the Main
Lessor rent during the prefunding period in an amount equal to a fixed margin plus three months EURIBOR.
The other lessors indemnify the Main Lessor (pro rata) against losses on prefunded amounts, and the Main
Lessor pays to each lessor a guarantee fee.
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The Main Lessor ‘groups’ the different utilizations on a quarterly basis, at which point the other lessors fund
their participation in the utilizations, and the tenor and rental payments for each of the leases is fixed.
Rental payments for most leases consist of (i) amortization of capital and (ii) an ‘interest’ component. The
interest component for the leases consists of:
(i) a margin depending on the tenor and nature of the lease and the senior leverage; and
(ii) (A) for fixed rate leases, weighted average IRS or (B) for variable rate leases, EURIBOR.
Part of the Lease Facility (Facility A2) can only be utilized by way of ‘bullet’ leases with a tenor of up to 5
years, whereby the rental payment only consist of an interest component, and the entire capital amount is repaid
only at the end of the tenor.
Existing Leases (Facility B Leases)
At the time the Global Facilities Agreement was entered into, certain existing leases of members of the Group
were ‘rolled into’ the Global Facilities Agreement under Facility B. Those leases have become subject to the
terms of the Global Facilities Agreement, with certain exceptions. Facility B lessees include Sarens Bestuur NV,
Sarens NV, Sarens BE NV, Sarens Nederland B.V., Sarens Materieel B.V., Nebem B.V., WS Vermietung
GmbH, Sarens-Polska Sp.z o.o, Zuraw Sarens Sp.z o.o, Sarens Cranes Limited, Sarens Normandie SARL,
Sarens Nord-Ouest SARL, Sarens France SAS, Sarens Sud SARL.
Revolving Facility (Facility C)
The Company, Sarens NV (and any ‘Additional Borrower’) may utilize the Revolving Facility by drawing
revolving loans or by overdraft or short-term loans under ancillary facilities. Amounts made available under the
Revolving Facility can be applied towards general corporate purposes (including refinancing of indebtedness
and funding of acquisitions).
The rate of interest for each interest period is the percentage rate per annum equal to the aggregate of a margin
(depending on senior leverage) and EURIBOR. Interest accrues daily from and includes the first day of an
interest period and is payable on the last day of the applicable interest period or, if such interest period is longer
than six months, at six-monthly intervals from the first day of that interest period, and is calculated on the basis
of a 360-day year. The Revolving Facility terminates November 2019.
Guarantees
The Company and certain subsidiaries guarantee the obligations under the Global Facilities Agreement.
Additional members of the Group are required to become guarantors to the extent that the aggregate EBITDA
and gross assets of all the guarantors under the Global Facilities Agreement (on an unconsolidated basis and
excluding intra-group items) is below 75% of the consolidated EBITDA and consolidated gross assets of the
Consolidation Group (excluding intra-group items). “Consolidation Group” means the Group plus any joint
venture entity in which any member of the Group has an ownership interest of at least 50% but which is not a
member of the Group, whereby such Non-Group Entity will only be taken into account for a portion equal to the
Group’s share in such Non-Group Entity.
The Company must further ensure that, at all times, the total assets of the Guarantors under the Notes (excluding
the Company and Sarens NV) do not exceed 25% of the total assets of the Consolidation Group.
Security
The Equipment financed under the Lease Facility is owned by the Main Lessor (or, in the case of certain Facility
B Leases or alternative funding methods, another lessor), with additional lessors and lenders having certain
rights upon enforcement.
The lessors and lenders have been granted a security interest over any funds that would arise from the positive
difference (if any) between the net proceeds of the sale of certain Equipment in an enforcement situation and the
amount due to the Lessors upon early termination of a lease that relates to such Equipment.
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No other security has been granted in the context of the Global Facilities Agreement.
Repayment and prepayment
Most leases are subject to a quarterly amortizing repayment schedule (through the capital portion of the rent
payments). Certain leases only require repayment of capital at the end of the tenor of the lease or allow for a
‘grace period’ during which no capital amortization is required.
Purchase option: At the end of the tenor of a lease, the relevant lessee may either (a) purchase the relevant
Equipment for an amount equal to its residual value or (b) continue to lease the Equipment for a period that does
not exceed one year.
Voluntary early termination of Leases and sale of Equipment: The Global Facilities Agreement provides for
voluntary termination of lease agreements subject to certain conditions and exceptions, which triggers the
payment of an early termination amount. A lessee may sell certain Equipment to the extent it terminates the
relevant lease (and pays the related early-termination amount) or replaces the relevant Equipment (subject to
certain conditions).
Mandatory prepayment: In addition to scheduled (re)payments, the amounts due under the Global Facilities
Agreement must be prepaid on the occurrence of any of certain events including a change of control.
Representations, Warranties and Covenants
Representations and Warranties
The Global Facilities Agreement also contains certain customary representations and warranties and certain
affirmative covenants.
Covenants
The Global Facilities Agreement contains certain covenants that, subject to certain exceptions, limit the ability
of the Companies and certain subsidiaries to, among other things:
incur additional financial indebtedness;
create or permit to subsist additional security interests on assets;
dispose of all or any part of its assets;
make acquisitions or merge or consolidate with another company or person;
make investments; and
pay any dividend on or make any distribution or pay any other amounts in respect of, or redeem its share
capital, capital stock or other securities.
Financial Covenants
Loan to Value threshold: The Company must ensure that, on each quarter date, the ratio between the amounts
outstanding under the Global Facilities Agreement and the adjusted quarterly portfolio value of the Equipment
leased under the Global Facilities Agreement does not exceed 80% as a condition precedent for:
(a) utilizations under the Global Facilities Agreement;
(b) exercise of a purchase option under a Lease; and
(c) sale of leased Equipment.
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Financial Covenants: The Global Facilities Agreement requires the Company to meet the following financial
ratios, to be tested semi-annually:
(a) ratio of senior total net debt to consolidated annualized EBITDA to be no more than 3.50:1; and
(b) ratio of consolidated EBITDA to net interest expenditure to be no less than 4.00:1.
Over the term of the Global Facilities Agreement, the Company is allowed to call a ‘leverage spike’ twice.
When a ‘leverage spike’ is called, the senior leverage covenant will be increased to 3.75:1 for the relevant
period in relation to which the spike is called.
EH Facility Agreement
On June 26, 2012, the Company (as borrower and guarantor), ING Bank, a branch of ING DIBA AG, BNP
Paribas Fortis SA/NV and KBC Bank NV as arrangers, ING Bank, a branch of ING DIBA AG as Hermes agent,
ING Bank N.V. as security agent, the other financial institutions listed as lenders, Sarens NV as borrower and
certain other subsidiaries of the Company as guarantor entered into a German law agreement for up to
€242,539,301 of credit facilities, covered by an export credit insurance policy granted by Euler Hermes (as
amended, amended and restated or otherwise modified from time to time, the “EH Facility Agreement”).
Main terms
The EH Facility Agreement provides for four different tranches of financing:
(a) Tranches A, B and C for the financing of equipment purchased from certain specific suppliers; and
(b) Tranche D for the financing of the payment of the premium payable to Euler Hermes Deutschland AG, the
German export credit agency (“Euler Hermes”).
The amounts made available under Tranches A, B and C may be applied towards payment of a maximum of
85% of the aggregate amount of invoices issued by the relevant Supplier. The facility is available until March
30, 2016.
Interest
Part of the Lenders under the EH Facility Agreement (the “Refinanced Lenders”) have obtained refinancing for
their participation in the loans (such aggregate participations, the “Refinanced Part of a Loan”) by
Oesterreichische Kontrollbank Aktiengesellschaft (“OEKB”).
The rate of interest on the Refinanced Part of a loan is equal to a combination of (a) a fixed margin and (b) a
combination of the fixed and floating OEKB interest rate payable in interest periods of three months.
The rate of interest on the non-refinanced part of a loan is equal (i) a fixed margin and (ii) EURIBOR payable in
interest periods of six months.
Euler Hermes cover
The EH Facility Agreement is insured by an export credit insurance policy granted by Euler Hermes in relation
to 85% of the aggregate amount of invoices issued by each supplier of equipment. As a result, a number of Euler
Hermes related undertakings and representations are included in the EH Facility Agreement including but not
limited to:
(a) information duties relating to material breaches under or amendments or modifications to the supply
agreements; and
(b) compliance with Hermes insurance policy, refinancing agreements and supply agreements.
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Guarantees
The Company and certain subsidiaries guarantee the obligations under the EH Facility Agreement. The EH
Facility Agreement requires that additional subsidiaries become guarantors where necessary, in order to ensure
that:
(a) the aggregate EBITDA of the borrower and all guarantors under the EH Facility Agreement exceeds 60%
of the consolidated EBITDA of the Consolidation Group (excluding intra-group items);
(b) the aggregate gross assets of the borrower and all guarantors under the EH Facility Agreement (calculated
on an unconsolidated basis and excluding intra-group items and investments in subsidiaries of any member
of the Group) exceeds 65% of the consolidated gross assets of the Consolidation Group (excluding intra-
group items); and
(c) if a subsidiary becomes a material subsidiary and the aggregate EBITDA and/or consolidated gross assets
of the borrower and the guarantors are at that time less than 75% of the EBITDA or less than 75% of
consolidated gross assets of the Consolidation Group respectively, such material subsidiary must accede to
the EH Facility Agreement (to the extent legally possible).
The Company must further ensure that, at all times, the total assets of the Guarantors under the Notes (excluding
the Company and Sarens NV) do not exceed 25% of the total assets of the Consolidation Group.
Security
Sarens NV has granted a pledge over a substantial part of the equipment purchased by it and financed or
refinanced under the EH Facility Agreement.
The EH Facility Agreement includes a requirement for Sarens NV to ensure that (i) the value of the pledged
equipment is at least equal to an amount of 65% of the Loans outstanding and (ii) the number of units included
in the pledged equipment is at least equal to 75% of the total number of units financed under the EH Facility
Agreement.
No other security has been granted in the context of the EH Facility Agreement.
Repayment and prepayment
Repayment
The Borrower must repay the loans on the First Repayment Date applicable to the relevant tranche (Tranche A:
March, 31 2014, Tranche B: March, 31 2014, Tranche C: December, 31 2013, and Tranche D: December, 31
2013) and semi-annually thereafter.
Mandatory and voluntary prepayment
The amounts due under the EH Facility Agreement must be prepaid under certain conditions including on the
occurrence of any of the following events: (i) a change of control of Sarens NV or (ii) in relation to the
Commitment of Belfius Bank NV/SA only, upon request of Belfius Bank NV/SA, if the refinancing agreement
between Belfius Bank NV/SA and OEKB is suspended or cancelled or ceases to be effective.
The indebtedness under the EH Facility Agreement may be voluntarily prepaid in whole or in part, on giving at
least ten business days’ prior written notice, in a minimum amount of €1,000,000, without premium or penalty
but subject to break funding costs and subject to such prepayment being consistent with the requirements of
Euler Hermes and OEKB.
Representations and Warranties, and Covenants
The EH Facility Agreement contains certain covenants that, subject to certain exceptions, limit the ability of the
Company and certain subsidiaries to, among other things:
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incur additional financial indebtedness;
create or permit to subsist additional security interests on assets;
dispose of all or any part of its assets;
make acquisitions or merge or consolidate with another company or person;
make investments; and
pay any dividend on or make any distribution or pay any other amounts in respect of, or redeem its share
capital, capital stock or other securities.
In addition, the EH Facility Agreement also contains certain customary representations and warranties and
certain affirmative covenants.
Financial Covenants
The EH Facility Agreement requires the Company to meet the same financial ratios as included in the Global
Facilities Agreement, to be tested semi-annually, i.e.:
(a) ratio of senior total net debt to consolidated annualized EBITDA to be no more than 3.50:1; and
(b) ratio of consolidated EBITDA to net interest expenditure to be no less than 4.00:1.
Over the term of the EH Facility Agreement, the Company is allowed to call a ‘leverage spike’ twice. When a
‘leverage spike’ is called, the senior leverage covenant will be increased to 3.75:1 for the relevant period in
relation to which the spike is called.
Parent guarantees for joint venture financing
The Company and Sarens NV are guarantors under the following financing arrangements of joint venture entity
SNME (the “SNME Facilities”):
(a) an Euler Hermes covered facility agreement for the financing of equipment up to a maximum amount of
around €49,000,000 dated April 24, 2013 between SNME as borrower, the Company, Sarens NV and
Abdulla Ahmed Nass & Sons Co. W.L.L. (“AA Nass”) as guarantors and The Royal Bank of Scotland plc,
Niederlassung Frankfurt as original lender; and
(b) a €38,646,742 lease facility agreement dated March 15, 2013 between SNME as lessee, the Company,
Sarens NV and AA Nass as guarantors and ING Equipment Lease Belgium NV/SA as lessor.
These SNME Facilities are also guaranteed by AA Nass, the joint venture partner of Sarens and owner of 50%
of the shares in SNME.
Each of the guarantors (the Company, Sarens NV and AA Nass) has granted a joint and several guarantee for all
obligations of SNME under the respective financing, and each of them can therefore be held liable for the full
amount. The Company and AA Nass entered into an indemnification agreement pursuant to which Sarens and
AA Nass have agreed to indemnify each other for any calls under the guarantees to ensure that the final liability
of each of the joint venture partners under the guarantees is limited to 50%.
The SNME Facilities can be declared due and payable upon a change of control of the Company and/or if the
Company (or any affiliates) no longer hold a certain participation in SNME (alone or jointly with AA Nass).
The SNME Facilities contain certain representations, warranties and covenants which are also applicable to the
Company and Sarens NV. The main covenants include the following (without limitation):
(a) (i) compliance with a ratio of senior total net debt to consolidated annualized EBITDA of no more than
3.50:1 that is tested semi-annually and (ii) ratio of consolidated EBITDA to net interest expenditure to be
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no less than 4.00:1 that is tested semi-annually (the Company is allowed to call a ‘leverage spike’ twice.
When a ‘leverage spike’ is called, the leverage ratio will be increased to 3.75 for the relevant period in
relation to which the spike is called.);
(b) compliance with laws and authorisations, environmental compliance;
(c) restrictions on change of business, mergers, disposals and distributions;
(d) subordination of shareholder loans provided by the Company (or its subsidiaries) or AA Nass.
The Company and AA Nass have further granted joint and several parent guarantees for bilateral financing
arrangements entered into by SNME with Gulf International Bank B.S.C., HSBC Bank Middle East Limited and
BBK B.S.C. (the “SNME Bilateral Facilities”). As at September 30, 2014, an amount of €23.5 million was
outstanding under the SNME Bilateral Facilities.
Existing Belgian Bonds
General
On December 6, 2010, the Company issued €40,000,000 subordinated bonds, due December 6, 2016 (the
“Existing Belgian Bonds”). The proceeds of the Existing Belgian Bonds were used to fund certain investments,
the refinancing of certain indebtedness and payment of certain costs relating to the issue of the Existing Belgian
Bonds. The Existing Belgian Bonds were issued in dematerialized form under Belgian law with a denomination
of €50,000 (through private placement).
The Existing Belgian Bonds are subject to: (a) a fixed interest payable annually in arrears on December 6 of
each year; and (b) a performance interest component.
Security and guarantees
The Existing Belgian Bonds constitute direct, unconditional, subordinated obligations of the Company. The
Existing Belgian Bonds benefit from: (a) a guarantee by Delcredere/Ducroire (Office National du
Ducroire/Nationale Delcrederedienst), the Belgian export credit agency, for 50% of the outstanding amount of
the Existing Belgian Bonds, with a maximum of €20,000,000; and (b) a guarantee by Saron NV (a real estate
company owned by the Sarens family which owns most of the real property used by the Group) for 50% of the
outstanding amount of the Existing Belgian Bonds, with a maximum of €20,000,000.
Principal terms
Redemption
The Existing Belgian Bonds must be repaid at their maturity date in December 2016. Early redemption is only
possible:
(a) at the option of the Company, for tax reasons; or
(b) at the option of a meeting of bondholders (with a majority of 75% of the aggregate principal amount
outstanding of the bonds), upon the occurrence of a change of control; or
(c) at the option of the meeting of bondholders (with a simple majority), upon the occurrence of an Event of
Default.
Covenants
The terms and conditions of the Existing Belgian Bonds contain certain financial and other covenants of the
Issuer, including but not limited to:
(a) there being no creation of additional subordinated debt, except if subordinated to the Existing Belgian
Bonds;
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(b) financial statements to be in accordance with applicable law and generally accepted accounting principles
in Belgium;
(c) ratio of net financial debt to EBITDA to not exceed 3.75:1 and the ratio of EBITDA to total debt costs to
be higher than 5.00:1, each tested and calculated on an annual basis by reference to the Company’s audited
BE GAAP financial statements; and
(d) certain information covenants.
Events of Default
The terms and conditions contain customary events of default (subject to certain exceptions, conditions or
materiality).
Bilateral Facilities
The Company and certain of its subsidiaries have further entered into smaller bilateral financing agreements,
including:
(i) 113 finance leases for an aggregate amount of €20.6 million as at September 30, 2014;
(ii) 73 bilateral term loans for an aggregate amount of €54.3 million as at September 30, 2014; and
(iii) 48 operational (off balance) leases for an aggregate amount of €62.4 million as at September 30, 2014
(including purchase option price).
These bilateral facilities are entered into with a number of different banks and leasing companies around the
world and are sometimes covered by a parent guarantee by the Company and/or Sarens NV. Equipment
financing arrangements generally include a security interest covering the financed equipment.
Subordination Agreement
To establish the relative rights of certain of our creditors, the Guarantors have entered into the Subordination
Agreement as summarized under “Description of the Notes—Subordination Agreement.”
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DESCRIPTION OF THE NOTES
Sarens Finance Company NV (the “Issuer”) will issue €125.0 million aggregate principal amount of 5.125 per
cent. Senior Notes due 2022 (the “Notes”) under an indenture (the “Indenture”) between, among others, the
Issuer, The Bank of New York Mellon, London Branch, as the trustee (the “Trustee”), and The Bank of New
York Mellon, London Branch, as security agent (the “Security Agent”), in a private transaction that is not
subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”). The terms of the Notes include those set forth in the Indenture. The Indenture will not incorporate or
include any of, or otherwise be subject to, the provisions of the U.S. Trust Indenture Act of 1939, as amended.
The phrase “Notes” refers also to the book-entry interest in the Notes as long as the Notes are deposited with the
NBB-SSS (as defined below). The terms of the Notes are set forth in the Indenture.
The following description is a summary of the material provisions of the Indenture, the Notes and the Proceeds
Loan Agreement and refers to the Subordination Agreement and the Security Documents. This does not restate
those agreements in their entirety. We urge you to read the Indenture, the Notes, the Subordination Agreement
and the Security Documents because they, and not this description, define your rights as holders of the Notes.
Copies of the Indenture, the form of Senior Note, the Security Documents and the Subordination Agreement and
the Paying and Domiciliary Agency Agreement are available as set forth below under “—Additional
Information”.
Certain defined terms used in this description but not defined below under “—Certain Definitions” have the
meanings assigned to them in the Indenture. You can find the definitions of certain terms used in this description
under the subheading “—Certain Definitions”. In this description, the term “Parent Guarantor” refers only to
Sarens Bestuur NV and not to any of its Subsidiaries and the term “Issuer” refers only to Sarens Finance
Company NV.
The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will
have rights under the Indenture.
Brief Description of the Notes and the Note Guarantees
The Notes
The Notes:
will be a general obligation of the Issuer;
will be secured by first-priority Liens over the Collateral;
will be pari passu in right of payment with all existing and future Indebtedness of the Issuer that is
not expressly subordinated to the Notes;
will be senior in right of payment to any and all future obligations of the Issuer that are expressly
subordinated in right of payment to the Notes, if any; and
will be unconditionally guaranteed by the Guarantors.
The Note Guarantees
The Notes will initially be guaranteed (the “Note Guarantees”) (1) on a subordinated basis by the Parent
Guarantor (the “Parent Guarantee”) until the Subordinated Bonds Repayment Date, then on a senior
subordinated basis thereafter, (2) on a subordinated basis by Sarens NV (the “Sarens NV Guarantee”) and (3)
on a senior subordinated basis by the following Guarantors: Sarens UK Ltd, Sarens Cranes Ltd, Sarens
Materieel B.V. and Sarens BE NV, each of which is an obligor under the Hermes Covered Credit Facility
(together with the Sarens NV Guarantee, the “Subsidiary Guarantees “). For more information on the terms of
subordination of each Guarantee see “—Subordination Agreement”.
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The Parent Guarantee and each Subsidiary Guarantee:
will be a general obligation of that Guarantor;
will be subordinated in right of payment to all existing and future Senior Debt of such Guarantor,
including obligations under the Senior Secured Bank Facilities;
will be pari passu in right of payment with all existing and future Indebtedness of such Guarantor
that is not expressly subordinated to and is not senior in right of payment to its Note Guarantee,
provided that until the Subordinated Bonds Repayment Date, the Parent Guarantee will be
subordinated in right of payment to the Existing Subordinated Bonds;
will be senior to all future Indebtedness of such Guarantor, if any, that is expressly subordinated in
right of payment to its Note Guarantee;
will be effectively subordinated to such Guarantor’s existing and future secured Indebtedness that is
secured by property or assets that do not secure its Note Guarantee to the extent of the value of such
property and assets securing such Indebtedness; and
will be structurally subordinated to all existing and future Indebtedness of any Guarantor’s
subsidiaries that do not guarantee the Notes.
Not all of the Parent Guarantor’s Subsidiaries will guarantee the Notes. However, as of the Issue Date each of
the Parent Guarantor’s subsidiaries that is an obligor under the Hermes Covered Credit Facility will also
guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor
Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before
they will be able to distribute any of their assets to the Issuer or a Guarantor. As of and for the year ended
December 31, 2013 and the nine months ended September 30, 2014, the Guarantors, together, represented 84.2
per cent. and 86.6 per cent., respectively, of our EBITDA, 26.5 per cent. and 24.9 per cent., respectively, of our
consolidated turnover and 80.3 per cent. and 81.0 per cent., respectively, of our consolidated assets.
The Issuer is a finance company that has no subsidiaries. See “The Issuer.” Upon completion of the Offering,
the only significant assets of the Issuer will be the Proceeds Loan. As such, the Issuer will be dependent on
payments by the Parent Guarantor on such Proceeds Loan in order to service its Indebtedness. Holders of the
Notes do not have a direct claim on the cash flow or assets of our non-guarantor Subsidiaries and our non-
guarantor Subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the Notes or the
Note Guarantees, or to make funds available to the Issuer or the Parent Guarantor for those payments.
The operations of the Parent Guarantor are conducted through its Subsidiaries and, therefore the Parent
Guarantor depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the
Proceeds Loans and the Parent Guarantee. The Notes will be effectively subordinated in right of payment to all
Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of the
Parent Guarantor’s non-guarantor Subsidiaries. Any right of the Parent Guarantor or any other Guarantor to
receive assets of any of its non-guarantor Subsidiaries upon that non-guarantor Subsidiary’s liquidation or
reorganization (and the consequent right of the holders of the Notes to participate in those assets) will be
effectively subordinated to the claims of that non-guarantor Subsidiary’s creditors, except to the extent that the
Parent Guarantor or such other Guarantor is itself recognized as a creditor of the non-guarantor Subsidiary, in
which case the claims of the Parent Guarantor or such other Guarantor, as the case may be, would still be
subordinated in right of payment to any security in the assets of the non-guarantor Subsidiary and any
Indebtedness of the non-guarantor Subsidiary senior to that held by the Parent Guarantor or such other
Guarantor. As of September 30, 2014, after giving effect to the Refinancing, on a consolidated basis, the non-
guarantor Subsidiaries of the Parent Guarantor would have had €62.4 million of third-party debt outstanding.
As of the Issue Date, all of the Parent Guarantor’s Subsidiaries will be “Restricted Subsidiaries” for the
purposes of the Indenture. However, under the circumstances described below under the caption “—Certain
Covenants—Designation of Restricted and Unrestricted Subsidiaries”, the Parent Guarantor will be permitted to
designate Restricted Subsidiaries as “Unrestricted Subsidiaries” other than the Issuer and any parent entity of the
Issuer. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants contained in the
Indenture. The Parent Guarantor’s Unrestricted Subsidiaries will not guarantee the Notes.
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Principal and Maturity
The Issuer will issue €125.0 million in aggregate principal amount of Notes in this offering. The redemption
price at maturity is 100.000%. The Issuer may issue additional Notes under the Indenture from time to time after
this offering (“Additional Notes”). Any Additional Notes will be identical in all respects to the Notes offered
hereby (other than any one or more of their issue date, issue price, first interest payment date and amount of first
interest payment); provided that no Additional Notes will utilize the same International Securities
Identification Number or Common Code as Notes already issued unless such Additional Notes are fungible with
such Notes for U.S. federal income tax purposes. The Notes may be issued in one or more series under the
Indenture. Any issuance of Additional Notes is subject to all of the covenants in the Indenture, including the
covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of
Preferred Stock”. Any Additional Notes will be treated as a single class for all purposes under the Indenture,
including, without limitation, waivers, amendments, redemptions and offers to purchase, except as otherwise
provided in the Indenture. The Issuer will issue Notes in denominations of €100,000 and integral multiples of
€100,000 in excess thereof. The Notes will mature on February 5, 2022 (the “Maturity Date”).
Interest
Interest on the Notes will accrue at the rate of 5.125 per cent. per annum and will be payable semi-annually in
arrears on February 5 and August 5, as well as on the Maturity Date, commencing on August 5, 2015. Interest
on overdue principal and interest, including Additional Amounts (as defined herein), if any, will accrue at a rate
that is 1 per cent. per annum higher than the interest rate on the Notes. The Issuer will make each interest
payment to the holders of record on the immediately preceding February 4 and August 4.
Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the
date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-
day months.
Interest Rate Step-Up Upon Ratings Downgrade
If at any time following the Issue Date a Ratings Downgrade occurs, then, beginning on the first day of the first
full semi-annual interest period to follow such Ratings Downgrade and continuing until the first day of the first
full semi-annual interest period to follow the date when the Notes are no longer subject to a Ratings Downgrade,
if any, the interest rate on the Notes shall be increased by 75 basis points. Upon the occurrence of a Ratings
Downgrade, the Luxembourg Stock Exchange shall be notified of the new interest rate.
For purposes of this covenant, a “Ratings Downgrade” shall occur when the Notes are rated “B+” or lower by
S&P (or, if such entity ceases to rate the Notes, the equivalent credit rating from any other “nationally
recognized statistical rating organization” as such term is defined under section 3(a)(62) of the U.S. Exchange
Act (“Ratings Agency”) selected by the Parent Guarantor as a replacement agency) or no longer rated by any
Ratings Agency.
Paying Agent, Domiciliary Agent and Registrar for the Notes
The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Notes. The Issuer will
maintain a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct
tax pursuant to the European Union Directive 2003/48/EC (as amended from time to time) or any other directive
implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of
savings income, or any law implementing, or complying with or introduced in order to conform to, such
directive. The initial Paying Agent will be ING Belgium SA/NV.
The Issuer will maintain, as long as the Notes are deposited with the Securities Settlement System operated by
the National Bank of Belgium (or any successor thereto) (the “NBB-SSS”) a domiciliary agent (the
“Domiciliary Agent”) that is a participant to the NBB-SSS. The initial Domiciliary Agent will be ING Belgium
SA/NV in Brussels. As long as the Notes are deposited with the NBB-SSS, (i) payments in respect of the Notes
will be through the NBB-SSS in accordance with the rules and regulations applicable to the NBB-SSS and (ii)
the Issuer will make payments due on the Notes to the Domiciliary Agent for further credit to Euroclear,
Clearstream or any other direct participant in the NBB-SSS (as applicable) which will in turn distribute such
payments in accordance with their relevant procedures.
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The Issuer will also maintain one or more registrars (each, a “Registrar”). The initial Registrar will be The
Bank of New York Mellon (Luxembourg) S.A. The initial transfer agent will be The Bank of New York Mellon
(Luxembourg) S.A. Owners of interests in the Notes deposited with the NBB-SSS may, under certain conditions
as set forth in the Indenture, request definitive notes in registered form (“Definitive Registered Notes.”) The
Registrar will maintain a register reflecting ownership of Definitive Registered Notes outstanding from time to
time and will make payments on and facilitate transfer of Definitive Registered Notes on the behalf of the
Issuer.
The Issuer may change the Paying Agents, the Domiciliary Agent, the Registrars or the transfer agents without
prior notice to the holders. For so long as the Notes are listed on the Official List of the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market, the Issuer will publish a notice of any change of
Paying Agent, Domiciliary Agent, Registrar or transfer agent in a newspaper having a general circulation in
Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by
such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu).
Additional Amounts
All payments made by or on behalf of the Issuer under or with respect to the Notes (whether or not in the form
of Definitive Registered Notes) or any of the Guarantors with respect to any Note Guarantee will be made free
and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the
withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on
account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any
Guarantor is then incorporated or organized, engaged in business for tax purposes or resident for tax purposes or
any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or
on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any political
subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any
payments made by or on behalf of the Issuer under or with respect to the Notes or any of the Guarantors under
or with respect to any Note Guarantee, including payments of principal, redemption price, interest or premium,
the Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional
Amounts”) as may be necessary in order that the net amounts received in respect of such payments after such
withholding or deduction (including any such withholding or deduction from such Additional Amounts) will
equal the respective amounts that would have been received in respect of such payments in the absence of such
withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or
deemed present or former connection between the holder or the beneficial owner of the Notes and the
relevant Tax Jurisdiction (including being a resident of such jurisdiction for Tax purposes), other than any
such connection arising solely from the acquisition or holding of such Note, the enforcement of rights
under such Note or under a Note Guarantee or the receipt of any payments in respect of such Note or a
Note Guarantee;
(2) any Taxes withheld, deducted or imposed on payments on Notes because the holder (or the beneficial
owner) is not an eligible investor within the meaning of Article 4 of the Belgian Royal Decree of 26 May
1994 on the deduction of withholding tax (unless that person was an eligible investor at the time of its
acquisition of the relevant Note but has since ceased to be an eligible investor by reason of a change in
Belgian law or regulations or in the interpretation or application thereof or by reason of another change
which was not within that person’s control), or is an eligible investor within the meaning of Article 4 of the
Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax but is not holding the relevant
Note in an exempt securities account with a qualifying clearing system in accordance with the Belgian law
of 6 August 1993 relating to transactions in certain securities and its implementation decrees;
(3) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment
(where presentation is required) more than 30 days after the relevant payment is first made available for
payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts
had the Note been presented on the last day of such 30 day period);
(4) any estate, inheritance, gift, sales, transfer or similar Taxes;
(5) any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made
pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions
of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any
law implementing or complying with or introduced in order to conform to, such directive;
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(6) any Taxes imposed on or with respect to a payment made to a holder or beneficial owner of Notes who
would have been able to avoid such withholding or deduction by presenting the relevant Note to another
Paying Agent in a member state of the European Union;
(7) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the
Notes or with respect to any Note Guarantee;
(8) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or
beneficial owner of Notes to comply with any reasonable written request of the Issuer addressed to the
holder or beneficial owner and made at least 90 days before any such withholding or deduction would be
imposed to satisfy any certification, identification, information or other reporting requirements, whether
required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to
exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax
Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident
in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally
eligible to provide such certification or documentation;
(9) any Taxes withheld, deducted or imposed on payments on Notes because the Notes were converted into
Definitive Registered Notes upon request of the holder and could no longer be cleared through the NBB-
SSS; or
(10) any combination of items (1) through (9) above.
In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder or beneficial
owner for any present or future stamp, issue, registration, court or documentary Taxes, or any other similar
excise or property Taxes, charges or similar levies (including penalties, interest and any other reasonable
expenses related thereto) which are levied by any Tax Jurisdiction (or by any jurisdiction, in the case of
enforcement) on the execution, delivery, issuance or registration of any of the Notes, the Indenture, any Note
Guarantee or any other document or instrument referred to therein, or the receipt of any payments with respect
thereto, or enforcement of, any of the Notes or any Note Guarantee.
If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional
Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or
the relevant Guarantor, as the case may be, will deliver to the Trustee and the Paying Agents on a date that is at
least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than
30 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee
promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the
amount estimated to be so payable. The Officer’s Certificate(s) must also set forth any other information
reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant
payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that
such payments are necessary.
The Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit
the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer
or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority
evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish
to the Trustee (or to a holder or beneficial owner upon written request), as soon as reasonably practicable after
the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing
payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain
receipts, receipts are not obtained, other evidence of payments by such entity. Upon reasonable written request
by the Issuer, copies of Tax receipts or other evidence of payments, as the case may be, will be made available
by the Trustee to the holders or beneficial owners of the Notes.
Whenever in the Indenture or in this “Description of the Notes” there is mentioned, in any context, the payment
of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable
under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.
The above obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a
holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any
successor Person to the Issuer or any Guarantor is incorporated or organized, engaged in business for tax
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purposes or resident for tax purposes or any jurisdiction from or through which any payment on the Notes or any
Note Guarantee is made by or on behalf of such Person and any political subdivision thereof or therein.
The Proceeds Loans
On the Issue Date, the Issuer, as lender, and the Parent Guarantor, as borrower, will enter into a proceeds loan
(the “Proceeds Loan”) under a proceeds loan agreement (the “Proceeds Loan Agreement”) pursuant to which,
on the Issue Date, the Issuer will loan to the Parent Guarantor the proceeds from the issuance of the Notes.
The Proceeds Loan will be denominated in euros in an aggregate principal amount equal to the aggregate
principal amount of the Notes issued on the Issue Date. The Proceeds Loan will bear interest at a rate at least
equal to the interest rate applicable to the Notes, increased with any Additional Amount that may be due under
the Notes and any other amounts that may be due by the Issuer under or in relation to the Notes and the
Indenture. Relevant interest on the Proceeds Loan will be payable before the due date of the payment under or in
relation to the Notes and the Indenture which such interest payment under the Proceeds Loan is intended to
fund. All amounts payable under the Proceeds Loan will be payable to such account with such person or persons
as the Issuer may designate. The Proceeds Loan will mature on the same date as the Notes. The Proceeds Loan
will be unsecured obligations of the Parent Guarantor, ranking subordinated to all Senior Debt of the Parent
Guarantor, including Indebtedness under the Senior Secured Credit Facilities, and until the Subordinated Bonds
Repayment Date, the Existing Subordinated Bonds.
Except as otherwise required by law, all payments under the Proceeds Loan Agreement will be made without
deductions or withholding for, or on account of, any applicable tax. In the event that the Parent Guarantor is
required to make any such deduction or withholding, it shall gross-up each payment to the Issuer to ensure that
the Issuer receives and retains a net payment equal to the payment which it would have received had no such
deduction or withholding been made.
The Proceeds Loan will provide that the Parent Guarantor will make all payments pursuant thereto on a timely
basis in order to ensure that the Issuer can satisfy its payment obligations under the Notes and the Indenture,
taking into account the administrative and timing requirements under the Indenture with respect to amounts
payable on the Notes.
Security
The Notes and each Note Guarantee will be secured by:
a first-ranking security interest in the capital stock of the Issuer (the “Issuer Share Pledge”); and
a first-ranking security interest in the Proceeds Loan.
The Security Agent has entered into or will enter into the Security Documents relating to each of the pledges set
forth above with the other relevant parties thereto. These pledges will secure the payment and performance
when due of all of the obligations of the Issuer and the Guarantors under the Indenture, the Notes and any Note
Guarantee as provided in the relevant Security Document.
The Liens on the Collateral will secure the Obligations under the Notes and the Note Guarantees on a first
ranking basis.
Subject to certain conditions, including compliance with the covenant described under “—Certain Covenants—
No Impairment of Security Interest”, the Issuer and the Guarantors are permitted to pledge the Collateral in
connection with future issuances of Indebtedness of the Parent Guarantor or its Restricted Subsidiaries,
including any Additional Notes, permitted under the Indenture and other Indebtedness of the Parent Guarantor
and its Restricted Subsidiaries and on terms consistent with the relative priority of such Indebtedness. The
amount of such additional Indebtedness secured by the Collateral could be significant.
Any additional security interests that may in the future be granted to secure obligations under the Notes, any
Note Guarantee and the Indenture would also constitute Collateral.
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The Collateral is subject to security pursuant to the Security Documents for the benefit of the Security Agent on
behalf of the holders of the secured obligations that are secured by the Collateral.
No appraisal of any of the Collateral has been prepared by or on behalf of the Issuer in connection with the
issuance of the Notes. There can be no assurance that the proceeds from the sale of the Collateral remaining
after sharing with any other creditors entitled to share in such proceeds would be sufficient to satisfy the
obligations owed to the holders of the Notes. By its nature, some or all of the Collateral will be illiquid and may
have no readily ascertainable market value. Accordingly, there can be no assurance that the Collateral will be
able to be sold in a short period of time, if at all. See “Risk Factors—Risks related to the Notes and the Note
Guarantees—The proceeds from the enforcement of the Collateral may not be sufficient to satisfy the
obligations under the Notes.”
The Indenture will provide that each holder, by accepting a Note, shall be deemed to have agreed to and
accepted the terms and conditions of the Security Documents and the Subordination Agreement.
Release of Collateral
The Issuer and the Guarantors will be entitled to the release of the Liens over the Collateral securing the Notes
and the Note Guarantees under any one or more of the following circumstances:
(1) upon legal defeasance, covenant defeasance or satisfaction or discharge of the Indenture as provided below
under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”;
or
(2) upon the full and final payment of the Notes and performance of all obligations of the Issuer and the
Guarantors under the Indenture and the Notes.
Security Agent
The Bank of New York Mellon, London Branch will act as Security Agent under the Security Documents until
such time, if any, that a new security agent is appointed under the relevant provisions of the Security
Documents.
Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or
agents will be responsible or liable for the existence, genuineness, value or protection of any property securing
the Notes or any Note Guarantee, for the legality, enforceability, effectiveness or sufficiency of the Security
Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or
deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise
enforce any of the Liens or Security Documents or any delay in doing so.
Note Guarantees
The Notes will be guaranteed by the Parent Guarantor and each Subsidiary Guarantor. These Note Guarantees
will be joint and several obligations of the Guarantors. Each Note Guarantee is a full and unconditional
guarantee of the Issuer’s obligations under the Notes, subject to the contractual limitations discussed below.
The obligations of the Guarantors will be contractually limited under the applicable Note Guarantees to reflect
limitations under applicable law with respect to maintenance of share capital, corporate benefit, fraudulent
conveyance and other legal restrictions applicable to the Guarantors and their respective shareholders, directors
and general partners. For a description of such contractual limitations, see “Certain insolvency law and local
law limitations on guarantees and security.”
Release of Note Guarantees
The Note Guarantee of a Subsidiary Guarantor will be released:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor
(including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either
before or after giving effect to such transaction) the Parent Guarantor or a Restricted Subsidiary, if the sale
or other disposition does not violate the “Asset Sale” provisions of the Indenture;
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(2) in connection with any sale or other disposition of Capital Stock of that Guarantor or any holding company
of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent
Guarantor or a Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sale”
provisions of the Indenture and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or
other disposition;
(3) if the Parent Guarantor designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted
Subsidiary in accordance with the applicable provisions of the Indenture;
(4) upon release of the guarantee or Indebtedness that resulted in the creation of the Note Guarantee under the
covenant described below under the caption “—Certain Covenants—Limitation on Issuances of
Guarantees of Indebtedness” so long as no Default or Event of Default would arise as a result;
(5) as described under “—Amendment, Supplement and Waiver”;
(6) with respect to any Guarantor which is not the continuing or surviving Person or transferee in the relevant
transaction, as a result of a transaction permitted under the caption “—Certain Covenants—Merger,
Consolidation or Sale of Assets”;
(7) upon the voluntary liquidation or dissolution of such Guarantor that is made on a solvent basis, provided
that to the extent such Guarantor has any properties or assets, such Guarantor has transferred all or
substantially all of its properties and assets to the Parent Guarantor or another Guarantor and no Default or
Event of Default has occurred or is continuing;
(8) upon the full and final payment of the Notes and performance of all obligations of the Issuer and the
Guarantors under the Indenture and the Notes; or
(9) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided
below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and
Discharge”.
In addition, the Parent Guarantee will be released in the circumstances described in clause (5), (6), (8) or (9)
above. Upon any occurrence giving rise to a release of a Note Guarantee, as specified above, the Trustee, at the
cost of the Issuer, subject to a written request and receipt of certain documents from the Issuer and/or Guarantor,
will execute any documents reasonably required in order to evidence or effect such release, discharge and
termination in respect of such Note Guarantee without the consent of the holders of Notes. Neither the Issuer,
the Trustee nor any Guarantor will be required to make a notation on the Notes to reflect any such release,
discharge or termination. Upon written direction from the Issuer and/or the Parent Guarantor, the Security Agent
and the Trustee (as applicable) will take all necessary action, subject to customary indemnification and
protections, such indemnifications and protections to be satisfactory to the Security Agent and Trustee (as
applicable), required to effectuate any release of the Collateral securing the Notes and the Note Guarantees, in
accordance with the provisions of the Indenture and the relevant Security Document or the Subordination
Agreement. Each of the releases set forth above shall be effected by the Security Agent without the consent of
the holders of the Notes or any action on the part of the Trustee.
Subordination Agreement
To establish the relative rights of certain of our creditors, the Guarantors have entered into a subordination
agreement (the “Subordination Agreement”) with:
the finance parties under the Global Facilities (the “Global Facilities Finance Parties”);
the finance parties under the Hermes Covered Credit Facility Agreement (the “Hermes Facility
Finance Parties”);
the lenders under the SNME Facilities (the “SNME Finance Parties”);
the lender under certain existing term loans (the “Term Loan Finance Party”) and collectively with
the Global Facilities Finance Parties, the Hermes Facility Finance Parties, the SNME Finance Parties
and any other person providing financial indebtedness to any member of the Group or to Sarens Nass
Middle East WLL which is used in full or in part to refinance any or all of the financial indebtedness
or leasing facilities made available by any of the aforementioned, where such financial indebtedness
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is not pari passu or subordinated to the Junior Debt (as defined below), the “Primary Senior
Creditors”);
the Issuer, as notes issuer under the Indenture (the “Issuer”); and
The Bank of New York Mellon, London Branch, as notes trustee under the Indenture for itself and on
behalf of the holders of the Notes (the “Trustee”).
By accepting a Note, the relevant holder thereof shall be deemed to have agreed to and accepted the terms and
conditions of the Subordination Agreement.
The following description is a summary of certain provisions, among others, that are contained in the
Subordination Agreement that relate to the rights and obligations of the Junior Creditors (as defined below). It
does not restate the Subordination Agreement.
Ranking
The liabilities owed by the Guarantors to the Trustee (or a successor trustee that replaces it in accordance with
the applicable provisions of the Indenture) and the holders, from time to time, of the Notes and the Issuer as
lender under the Notes Proceeds Loan (collectively, the “Junior Creditors”) are postponed and subordinated to
the liabilities owed by the Guarantors to the Primary Senior Creditors and any lender or other creditor in relation
to any lending facility providing indebtedness that is not pari passu or subordinated (the “Senior Debt”) to all
present and future obligations and liabilities of each obligor subject to the Subordination Agreement (the
“Obligors”) to the Junior Creditors (or any of them) under or in connection with the Notes Guarantees and the
obligations and liabilities of the Company under the Notes Proceeds Loan (the “Junior Debt”).
Permitted Payments
The Subordination Agreement allows any Junior Creditor to receive and retain any amount by way of a payment
that is either a Permitted Payment or is not otherwise prohibited under the terms of any documents governing
the liabilities owed to the Primary Senior Creditors.
A Primary Senior Creditor, with the consent of a Primary Senior Creditors holding 66.66% of all commitments
then outstanding under the documents governing the liabilities owed to the Primary Senior Creditors (the
“Majority Primary Senior Creditors”), may serve a notice specifying that an event of default under any of
these documents is outstanding and suspend the payment of any Junior Debt (a “Stop Notice”) until the earlier
of: (i) 179 days after the Stop Notice, (ii) if an enforcement notice specifying a default under the Junior Debt has
been served by the Trustee (an “Enforcement Notice”) and a standstill period of 179 days is already in effect,
the date on which the aforementioned Standstill Period expires, (iii) the date on which the event of default under
the relevant Senior Debt document has been remedied or waived in accordance with the relevant debt document,
(iv) the date on which such Primary Senior Creditor that served the Stop Notice cancels such Stop Notice, (v)
the date on which the Junior Creditors take enforcement action in accordance with (and as permitted by) the
Subordination Agreement, and (vi) the date the Senior Debt is no longer outstanding. The Stop Notice is to be
issued within 45 days of receipt of notice of such default and only one such notice may be served within any 360
day period and not more than one Stop Notice may be served in respect of the same event or set of
circumstances. Notwithstanding the foregoing, the Trustee will be entitled to receive and retain certain amounts
payable for its own account.
With respect to Sarens NV, the Stop Notice will remain outstanding indefinitely if the Majority Primary Senior
Creditors inform the Trustee of a plan to cure or waive the event of default (which may include a
recovery/remarketing plan with respect to the assets of Sarens NV) prior to the date that is that is 179 days after
the Stop Notice.
For purposes of the Subordination Agreement, “Permitted Payments” is defined as the payment or receipt of
scheduled interest under the Notes Proceeds Loan; amounts payable under the Notes Proceeds Loan by way of
default interest or pursuant to applicable gross-up provisions; principal amount of the Notes Proceeds Loan
together with outstanding interest and any premium or additional amount that the Notes Issuer must pay to
comply with the terms of the Indenture in case of early redemption or repurchase of the Notes; and amounts
payable under the Notes Guarantees when such amounts become due.
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Restrictions on Enforcement
Subject to certain limited exceptions, while Senior Debt is outstanding, the Junior Creditors cannot (i) demand
payment of any Junior Debt, (ii) accelerate any of the Junior Debt or otherwise declare any of the
aforementioned debt prematurely due or payable on an event of default or otherwise, (iii) enforce any of the
Junior Debt by attachment, set-off, execution or otherwise, (iv) petition for, initiate, support or take any steps
with a view to any insolvency or any voluntary arrangement or assignment for the benefit of creditors or any
similar proceedings involving an Obligor, (v) sue or bring or support any legal proceedings against any Obligor
or its subsidiaries or (vi) otherwise exercise any remedy for the recovery of any Junior Debt. The
aforementioned does not prohibit the Junior Creditors from, among others, (i) taking any necessary action to
preserve the validity and existence of any claims, (ii) solely for injunctive relief to restrain any actual or punitive
breach of the indenture governing the Notes or for specific performance not claiming damages not inconsistent
with the Subordination Agreement, (iii) against the Issuer, or (iv) requesting judicial interpretation of any
provision of the Subordination Agreement. A Junior Creditor will be allowed to bring or support proceedings to
prevent the loss of any right to bring or support proceeding by reason of expiry of statutory limitation periods.
Permitted Enforcement
Despite the restrictions of enforcement described above, the Subordination Agreement allows the Junior
Creditors to take the aforementioned enforcement actions while any Senior Debt is outstanding, but not against
Sarens NV, if (i) payment of the Senior Debt has been accelerated or declared prematurely due and payable or
payable on demand or the Senior Creditors have taken any enforcement action under the documents in relation
to such debt, (ii) there is an event of default under the Junior Debt for failure to pay principal at its originally
scheduled maturity or (iii) a period (the “Standstill Period”) of not less than 179 days has elapsed from the date
any representative of the Senior Creditors received an Enforcement Notice from the Trustee relating to an event
of default under the applicable documents relating to such Junior Debt and such event of default is outstanding
at (and has not been waived prior to) the end of the Standstill Period.
Turnover
The Subordination Agreement also provides that if any Junior Creditor receives or recovers a payment of any
Junior Debt which is prohibited by the Subordination Agreement, the Junior Creditor will promptly pay that
amount to Sarens NV.
Subordination on Insolvency
After the occurrence of an insolvency event in relation to any Obligor (the “Insolvent Obligor”), the Junior
Debt owed by the Insolvent Obligor will be subordinated in right of payment to the Senior Debt owed by such
Insolvent Obligor.
Optional Redemption
At any time prior to February 5, 2018, the Issuer may on any one or more occasions redeem up to 35 per cent. of
the aggregate principal amount of the Notes originally issued under the Indenture, upon not less than 30 nor
more than 60 days’ notice to the holders of the Notes, at a redemption price equal to 105.125 per cent. of the
principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to
the date of redemption (subject to the rights of holders of the Notes on the relevant record date to receive
interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering of (i) the Parent
Guarantor or (ii) any Parent Holdco of the Parent Guarantor to the extent the proceeds from such Equity
Offering are contributed to the Parent Guarantor’s common equity capital (other than Disqualified Stock) or are
paid to the Parent Guarantor as Subordinated Shareholder Debt; provided that:
(1) at least 65 per cent. of the aggregate principal amount of the Notes originally issued under the Indenture
remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.
Any redemption notice given in respect of the redemption referred to in the preceding paragraph may be given
prior to completion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s
discretion, be subject to the satisfaction of one or more conditions precedent, including the completion of the
related Equity Offering.
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At any time prior to February 5, 2018, the Issuer may on any one or more occasions redeem all or a part of the
Notes upon not less than 30 nor more than 60 days’ notice to the holders of the Notes, at a redemption price
equal to 100 per cent. of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and
accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of
holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
Any such redemption and notice may, at the Issuer’s discretion, be subject to the satisfaction of one or more
conditions precedent.
Except pursuant to the preceding three paragraphs and except pursuant to “—Redemption for Changes in
Taxes”, the Notes will not be redeemable at the Issuer’s option prior to February 5, 2018.
On or after February 5, 2018, the Issuer may on any one or more occasions redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice to the holders of the Notes, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional
Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-
month period beginning on February 5 of the years indicated below, subject to the rights of holders of the Notes
on the relevant record date to receive interest on the relevant interest payment date:
Year Redemption Price
2018 ................................................................................................................................ 102.563%
2019 ................................................................................................................................ 101.281%
2020 and thereafter ......................................................................................................... 100.000%
Redemption for Changes in Taxes
The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than
30 nor more than 60 days’ prior notice to the holders of the Notes (which notice will be irrevocable and given in
accordance with the procedures described in “—Selection and Notice”), at a redemption price equal to 100 per
cent. of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date
fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due
and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to
the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest
payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount
would be payable in respect of the Notes, the Issuer is or would be required to pay Additional Amounts which
are more than a de minimis amount, and the Issuer cannot avoid any such payment obligation by taking
reasonable measures available to it (including, for the avoidance of doubt, the appointment of a new Paying
Agent or, in respect of a payment under a Note Guarantee, payment through another Guarantor or the Issuer),
and the requirement arises as a result of:
(1) any amendment to, or change in, the laws, treaties or any regulations or rulings promulgated thereunder of
a relevant Tax Jurisdiction which change or amendment is announced and becomes effective on or after
the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue
Date, such later date); or
(2) any amendment to, or change in, an official written interpretation or application of such laws, treaties,
regulations or rulings (including by virtue of a holding, judgment, order by a court of competent
jurisdiction or a change in published administrative practice) which amendment or change is announced
and becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax
Jurisdiction on a date after the Issue Date, such later date).
The Issuer will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the
Issuer would be obligated to pay Additional Amounts if a payment in respect of the Notes was then due, and the
obligation to pay Additional Amounts must be in effect at the time such notice is given. Prior to the publication
or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will
deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that there has
been such amendment or change which would require the Issuer to pay Additional Amounts. In addition, before
the Issuer publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee
an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer
taking reasonable measures available to it.
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The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and opinion of counsel as
sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which
event it will be conclusive and binding on the holders.
The foregoing will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is
incorporated or organized, engaged in business or resident for tax purposes or any jurisdiction from or through
which any payment on the Notes is made by or on behalf of such Person and any political subdivision thereof or
therein.
Mandatory Redemption
The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes
(other than in the case of a Change of Control).
Change of Control
If a Change of Control occurs, the Issuer will redeem all Notes against a payment in cash equal to 101 per cent.
of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional
Amounts, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”), subject
to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest
payment date, unless a holder of Notes has delivered a notice to the Issuer with a copy to the Trustee, that such
holder of Notes does not require redemption of all or any part (equal to €100,000 or in integral multiples of
€100,000 in excess thereof) of the Notes held by it (a “CoC Opt Out Notice”). Holders of Notes will have the
right to send such CoC Opt Out Notice during a period of at least 20 days following any Change of Control
Offer (as defined below).
Within 30 days following any Change of Control, the Issuer will mail a notice (a “Change of Control Offer”)
to each holder of the Notes at such holder’s registered address or otherwise deliver a notice in accordance with
the procedures described under “—Selection and Notice”, with a copy to the Trustee, (i) informing the holders of
Notes that a Change of Control has occurred, (ii) setting out the amount of the Change of Control Payment, (iii)
informing the Noteholders of their right to send a CoC Opt Out Notice to the Issuer and the procedures
applicable to such the sending and delivery of such CoC Opt Out Notice, with a copy to the Trustee and setting
out the date on which the Change of Control Payment will be made (the “Change of Control Payment Date”),
which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or
delivered, pursuant to the procedures required by the Indenture and described in such notice.
The Issuer will comply with the requirements of any applicable securities laws and regulations to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change
of Control provisions of the Indenture, the Issuer will comply with any applicable securities laws and
regulations and will not be deemed to have breached its obligations under the Indenture by virtue of such
compliance.
On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes other than any Notes for which a CoC Opt Out Notice was received;
(2) deposit with a paying agent, or pay through the Domiciliary Agent, an amount equal to the Change of
Control Payment in respect of all Notes other than any Notes for which a CoC Opt Out Notice was
received; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes being purchased by the Issuer.
The Principal Paying Agent will promptly mail (or cause to be delivered) to each holder of Notes properly
tendered the Change of Control Payment for such Notes. The Issuer will publicly announce the amount of Notes
redeemed or repurchased on or as soon as practicable after the Change of Control Payment Date.
The provisions described above that require the Issuer to redeem the Notes following a Change of Control will
be applicable whether or not any other provisions of the Indenture are applicable. Except as described above
with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the
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Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction.
The Issuer will not be required to redeem the Notes upon a Change of Control if (1) a third party will redeem the
Notes in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture
applicable to a mandatory redemption upon a Change of Control and redeems all Notes (other than any Notes
for which a CoC Opt Out Notice was received) or (2) a notice of redemption has been given pursuant to the
Indenture as described above under the caption “—Optional Redemption”, unless and until there is a default in
payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a
Change of Control Offer may be made in advance of a Change of Control, if a definitive agreement is in place
for the Change of Control at the time the holders of the Notes are informed of the Change of Control.
The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer,
conveyance or other disposition of “all or substantially all” of the properties or assets of the Parent Guarantor
and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the
phrase “substantially all”, there is no precise established definition of the phrase under applicable law.
Accordingly, the ability of a holder of Notes to require the Issuer to repurchase its Notes as a result of a sale,
lease, transfer, conveyance or other disposition of less than all of the assets of the Parent Guarantor and its
Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.
The provisions under the Indenture relating to the Issuer’s obligation to repurchase the Notes as a result of a
Change of Control may be waived or modified with the consent of the holders of a majority in principal amount
of the Notes prior to the occurrence of the Change of Control.
If and for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted
for trading on the Euro MTF Market, the Issuer will publish notices relating to the Change of Control offer in a
leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort)
or, to the extent and in the manner permitted by such rules, post such notice on the official website of the
Luxembourg Stock Exchange (www.bourse.lu).
Repurchase at the Option of Holders
Asset Sales
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, consummate an Asset Sale unless:
(1) the Parent Guarantor (or the Restricted Subsidiary, as the case may be) receives consideration at the time
of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or
otherwise disposed of; and
(2) at least 75 per cent. of the consideration received in the Asset Sale by the Parent Guarantor or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of
the following will be deemed to be cash:
(a) any liabilities, as recorded on the balance sheet (or the notes thereto) of the Parent Guarantor or any
Restricted Subsidiary (other than contingent liabilities and liabilities that are subordinated in right of
payment to the Notes or any Note Guarantee), that are assumed by the transferee of any such assets
and as a result of which the Parent Guarantor and its Restricted Subsidiaries are no longer obligated
with respect to such liabilities or are indemnified against further liabilities;
(b) any securities, notes or other obligations received by the Parent Guarantor or any such Restricted
Subsidiary from such transferee that are converted by the Parent Guarantor or such Restricted
Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, to
the extent of the cash or Cash Equivalents received in that conversion;
(c) any Capital Stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this
covenant;
(d) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such
Asset Sale (other than Indebtedness that is subordinated in right of payment to the Notes or any Note
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Guarantee), to the extent that the Parent Guarantor and each other Restricted Subsidiary are released
from any Guarantee of such Indebtedness in connection with such Asset Sale; and
(e) consideration consisting of Indebtedness of the Parent Guarantor or any Guarantor (other than
Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantee) received
from Persons who are not the Parent Guarantor or any Restricted Subsidiary.
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor (or the
applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds (at the option of the Parent
Guarantor or Restricted Subsidiary):
(1) to purchase Notes pursuant to an offer to all holders of Notes at a purchase price equal to at least 100 per
cent. of the principal amount thereof, plus accrued and unpaid interest to (but not including) the date of
purchase (subject to the right of holders of Notes on the relevant record date to receive interest due on the
relevant interest payment date) (a “Notes Offer”);
(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if,
after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a
Restricted Subsidiary;
(3) to make a capital expenditure;
(4) to acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used
or useful in a Permitted Business;
(5) to repurchase, prepay, redeem or repay (a) Senior Debt (b) Indebtedness of a Restricted Subsidiary that is
not a Guarantor (other than Indebtedness owed to the Parent Guarantor or another Restricted Subsidiary) or
(c) Indebtedness secured by a Lien on assets or property that do not constitute Collateral;
(6) to enter into a binding commitment to apply the Net Proceeds pursuant to clause (2), (3) or (4) of this
paragraph; provided that such binding commitment shall be treated as a permitted application of the Net
Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or
expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day
period; or
(7) any combination of the foregoing.
Pending the final application of any Net Proceeds, the Parent Guarantor (or the applicable Restricted Subsidiary)
may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is
not prohibited by the Indenture.
Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this
covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds €15
million, within ten Business Days thereof, the Issuer will make an offer (an “Asset Sale Offer”), which offer
shall be open for a period of no less than 20 days, to all holders of Notes and may make an offer to all holders of
other Indebtedness that is pari passu with the Notes or any Note Guarantees to purchase, prepay or redeem with
the proceeds of sales of assets the maximum principal amount of Notes and such other Pari Passu Indebtedness
(plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The
offer price for the Notes in any Asset Sale Offer will be equal to 100 per cent. of the principal amount, plus
accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption,
subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant
interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Parent Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited
by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Indebtedness tendered into (or
to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds or
if the aggregate principal amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net
Proceeds so applied, the Excess Proceeds shall be allocated by the Issuer among the Notes and such other Pari
Passu Indebtedness, if applicable, to be purchased on a pro rata basis, based on the amounts tendered or
required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero.
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To the extent that any portion of Net Proceeds payable in respect of the Notes is denominated in a currency
other than euro, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in
euro that is actually received by the Parent Guarantor upon converting such portion of the Net Proceeds into
euro.
The Issuer will comply with the requirements of any applicable securities laws and regulations to the extent
those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale
Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with the
Asset Sale or Notes Offer provisions of the Indenture, the Issuer will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under the Asset Sale or Notes Offer
provisions of the Indenture by virtue of such compliance.
Selection and Notice
If less than all of the Notes are to be redeemed at any time, the Principal Paying Agent or the Domiciliary
Agent, or the Registrar will select Notes for redemption on a pro rata basis (or, in the case of Notes issued in
global form as discussed under “Book-entry, delivery and form”, based on a method that most nearly
approximates a pro rata selection as the Principal Paying Agent or the Registrar deems fair and appropriate and
in accordance with the rules of the NBB-SSS, Euroclear and Clearstream, if applicable), unless otherwise
required by law or applicable stock exchange or depository requirements. Neither the Principal Paying Agent,
the Domiciliary Agent nor the Registrar shall be liable for selections made by it in accordance with this
paragraph.
No Notes of €100,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail
at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture.
In the case of a Global Note that is redeemed in part only, an appropriate notation will be made on such Note to
decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Notes called for
redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to
accrue on Notes or portions of Notes called for redemption.
As long as the Notes are deposited with the NBB-SSS, notices may be given by delivery of the relevant notices
to the NBB-SSS for communication thereof to Euroclear, Clearstream or any relevant direct participants in the
NBB-SSS, or may be given to such direct participants directly, for communication by such direct participants to
entitled account holders in substitution for the aforementioned mailing. So long as any Notes are listed on the
Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market, any such
notice to the holders of the relevant Notes shall also be published in a newspaper having a general circulation in
Luxembourg or, to the extent and in the manner permitted by such rules, posted on the official website of the
Luxembourg Stock Exchange at www.bourse.lu and, in connection with any redemption, the Parent Guarantor
will notify the Luxembourg Stock Exchange of any change in the principal amount of Notes outstanding.
Certain Covenants
Restricted Payments
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly:
(1) declare or pay any dividend or make any other payment or distribution on account of the Parent
Guarantor’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Parent Guarantor or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Parent Guarantor’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as holders (other than dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Parent Guarantor or any of its Restricted
Subsidiaries and other than dividends or distributions payable to the Parent Guarantor or a Restricted
Subsidiary);
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(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Parent Guarantor) any Equity Interests of the Parent Guarantor
or any Parent Holdco of the Parent Guarantor;
(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness of the Issuer or any Guarantor that is expressly contractually subordinated
in right of payment to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness
between or among the Parent Guarantor and any of its Restricted Subsidiaries), except (i) a payment of
principal at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of Indebtedness
purchased in anticipation of satisfying a sinking fund obligation, principal installment or scheduled
maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition;
(4) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire for value any
Subordinated Shareholder Debt; or
(5) make any Restricted Investment,
(all such payments and other actions set forth in these clauses (1) through (5) above being collectively referred
to as “Restricted Payments”), unless, at the time of any such Restricted Payment:
(a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of
such Restricted Payment;
(b) the Parent Guarantor would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter
period, have been permitted to incur at least €1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the
caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and
(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made
by the Parent Guarantor and its Restricted Subsidiaries since the Issue Date (including Restricted
Payments permitted by clauses (1) (without duplication of amounts paid pursuant to any other clause
of the next succeeding paragraph), (8), (11) and (12) of the next succeeding paragraph but excluding
all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum,
without duplication, of:
(i) 50 per cent. of the Consolidated Net Income of the Parent Guarantor for the period (taken as one
accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the
end of the Parent Guarantor’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100 per cent. of such deficit); plus
(ii) 100 per cent. of the aggregate net cash proceeds and the Fair Market Value of property or assets
or marketable securities received by the Parent Guarantor since the Issue Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests of the Parent Guarantor
(other than Disqualified Stock and Excluded Contributions) or from the issue or sale of
convertible or exchangeable Disqualified Stock of the Parent Guarantor or convertible or
exchangeable debt securities of the Parent Guarantor, in each case that have been converted into
or exchanged for Equity Interests of the Parent Guarantor (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a Subsidiary of the Parent Guarantor), or from the
issuance or sale of Subordinated Shareholder Debt (other than an issuance or sale to a Restricted
Subsidiary of the Parent Guarantor); plus
(iii) to the extent that any Restricted Investment that was made since the Issue Date is (a) sold,
disposed of or otherwise cancelled, liquidated or repaid, 100 per cent. of the aggregate amount
received in cash and the Fair Market Value of the property or assets or marketable securities
received by the Parent Guarantor or any Restricted Subsidiary, or (b) made in an entity that
subsequently becomes a Restricted Subsidiary, 100 per cent. of the Fair Market Value of the
Restricted Investment of the Parent Guarantor and its Restricted Subsidiaries as of the date such
entity becomes a Restricted Subsidiary; plus
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(iv) to the extent that any Unrestricted Subsidiary of the Parent Guarantor designated as such since
the Issue Date is redesignated as a Restricted Subsidiary or is merged or consolidated into the
Parent Guarantor or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary
are transferred to the Parent Guarantor or a Restricted Subsidiary, the Fair Market Value of the
property received by the Parent Guarantor or Restricted Subsidiary or the Parent Guarantor’s
Restricted Investment in such Subsidiary as of the date of such redesignation, merger,
consolidation or transfer of assets, to the extent such investments reduced the restricted
payments capacity under this clause (c) and were not previously repaid or otherwise reduced;
plus
(v) 100 per cent. of any dividends or distributions received by the Parent Guarantor or a Restricted
Subsidiary since the Issue Date from an Unrestricted Subsidiary, to the extent that such
dividends or distributions were not otherwise included in the Consolidated Net Income of the
Parent Guarantor for such period.
The preceding provisions will not prohibit:
(1) the payment of any dividend or distribution or the consummation of any redemption within 60 days after
the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may
be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have
complied with the provisions of the Indenture;
(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the
substantially concurrent sale or issuance (other than to a Subsidiary of the Parent Guarantor) of Equity
Interests of the Parent Guarantor (other than Disqualified Stock), Subordinated Shareholder Debt or from
the substantially concurrent contribution of common equity capital to the Parent Guarantor (other than
through the issuance of Disqualified Stock or through an Excluded Contribution); provided that the
amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded
from clause (c)(ii) of the preceding paragraph and will not be considered Excluded Contributions or to be
net cash proceeds from an Equity Offering for purposes of the “Optional Redemption” provisions of the
Indenture;
(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the
Parent Guarantor or any Restricted Subsidiary that is contractually subordinated to the Notes or to any
Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(4) the repurchase, redemption or other acquisition or retirement (or dividends or distributions to any Parent
Holdco to finance any such repurchase, redemption or other acquisition or retirement) for value of any
Equity Interests of any Parent Holdco, the Parent Guarantor or any Restricted Subsidiary held by any
current or former officer, director, employee or consultant of any Parent Holdco, the Parent Guarantor or
any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement,
restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price
paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed €3 million in
any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar
years up to a maximum of €10 million in any single calendar year); and provided, further, that such
amount in any calendar year may be increased by an amount not to exceed the cash proceeds from the sale
of Equity Interests or Subordinated Shareholder Debt of any Parent Holdco, the Parent Guarantor or a
Restricted Subsidiary received by the Parent Guarantor or a Restricted Subsidiary during such calendar
year, in each case to members of management, officers, directors, employees or consultants of any Parent
Holdco, the Parent Guarantor, any of its Restricted Subsidiaries or any of its direct or indirect parent
companies to the extent the cash proceeds from the sale of Equity Interests have not otherwise been
applied to the making of Restricted Payments pursuant to clause (c)(ii) of the preceding paragraph or
clause (2) of this paragraph;
(5) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the
extent such Equity Interests represent a portion of the exercise price of those stock options or warrants;
(6) the declaration and payment of regularly scheduled or accrued dividends or distributions to holders of any
class or series of Disqualified Stock of the Parent Guarantor or any preferred stock of any Restricted
Subsidiary issued on or after the Issue Date in accordance with the covenant described below under the
caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;
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(7) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent Guarantor
or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares
upon (x) the exercise of options or warrants or (y) the conversion or exchange of Capital Stock of any such
Person;
(8) advances or loans to (a) any future, present or former officer, director, employee or consultant of the
Parent Guarantor or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Equity
Interests of the Parent Guarantor (other than Disqualified Stock), or any obligation under a forward sale
agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management
equity plan or stock option plan or any other management or employee benefit or incentive plan or other
agreement or arrangement or (b) any management equity plan or stock option plan or any other
management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to
pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than
Disqualified Stock); provided that the total aggregate amount of Restricted Payments made under this
clause (8) does not exceed €3 million in any calendar year with unused amounts from such calendar year
(but not including unused amounts from any prior calendar year up to a maximum of €10 million in any
single calendar year) being available for use during the immediately succeeding calendar year;
(9) Restricted Investments in an aggregate amount outstanding not to exceed the aggregate cash amount of
Excluded Contributions, or consisting of non cash Excluded Contributions, or Investments in exchange for
or using as consideration Investments previously made under this clause (9);
(10) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar
distribution) by a Restricted Subsidiary to the holders of its Equity Interests (other than the Parent
Guarantor or any Restricted Subsidiary) then entitled to participate in such dividends on no more than a
pro rata basis;
(11) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the
declaration and payment by the Parent Guarantor of, or loans, advances, dividends or distributions to any
Parent Holdco of the Parent Guarantor to pay, dividends on the common stock or common equity interests
of the Parent Guarantor or any Parent Holdco of the Parent Guarantor following a Public Equity Offering
of such common stock or common equity interests, in an amount not to exceed in any calendar year 6 per
cent. of the Net Cash Proceeds received by the Parent Guarantor from such Public Equity Offering or
contributed to the equity (other than through the issuance of Disqualified Stock or through an Excluded
Contribution) of the Parent Guarantor; for the avoidance of doubt, such amount may be paid as a dividend
each calendar year in accordance with this clause (11); or
(12) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), other
Restricted Payments in an aggregate amount not to exceed the greater of (i) €40 million and (ii) an amount
equal to 4% of Consolidated Total Assets, since the Issue Date.
The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the
Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent Guarantor or
such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
Incurrence of Indebtedness and Issuance of Preferred Stock
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Parent
Guarantor will not and will not permit any Restricted Subsidiary to, issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries that are not Guarantors to issue any shares of preferred stock;
provided, however, that the Parent Guarantor and the Guarantors may incur Indebtedness (including Acquired
Debt), or issue Disqualified Stock, if for the Parent Guarantor’s most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as
the case may be, at the beginning of such four quarter period, the Fixed Charge Coverage Ratio of the Parent
Guarantor would have been at least 2.5 to 1.0.
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The first paragraph of this covenant will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):
(1) the incurrence by the Parent Guarantor and any of its Restricted Subsidiaries of Indebtedness under Credit
Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed
the greater of (a) €750 million and (b) 75% of Consolidated Total Assets, plus in the case of any
refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate
amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection
with such refinancing;
(2) Indebtedness of the Parent Guarantor or any Restricted Subsidiary outstanding on the Issue Date after
giving pro forma effect to the use of proceeds of the Notes as set forth in the Listing Prospectus;
(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes issued on the
Issue Date and the related Note Guarantees (including any future Note Guarantees) and Indebtedness
pursuant to the Proceeds Loans;
(4) Indebtedness or Disqualified Stock of the Issuer or any Guarantor and Indebtedness, Disqualified Stock or
preferred stock of any Restricted Subsidiary that is not a Guarantor, in each case, representing Capital
Lease Obligations, mortgage financings or purchase money obligations incurred for the purpose of
financing all or any part of the purchase price, lease expense, rental payments or cost of design,
construction, installation or improvement of property, plant or equipment or other assets (including Capital
Stock) used in the business of the Parent Guarantor or any of its Restricted Subsidiaries, in an aggregate
principal amount, including all Permitted Refinancing Indebtedness, Disqualified Stock and preferred
stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness, Disqualified
Stock and preferred stock incurred pursuant to this clause (4), not to exceed €25 million at any time
outstanding;
(5) Permitted Refinancing Indebtedness or Disqualified Stock of the Issuer or any Guarantor and Permitted
Refinancing Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary that is not a
Guarantor in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace,
defease or discharge any Indebtedness, Disqualified Stock or preferred stock (other than intercompany
Indebtedness) that was permitted by the Indenture to be incurred by the Issuer, a Guarantor or a Restricted
Subsidiary, as the case may be, under the first paragraph of this covenant or clause (2), (3), (5) or (13) of
this paragraph;
(6) the incurrence by the Parent Guarantor or any Restricted Subsidiary of intercompany Indebtedness
between or among the Parent Guarantor or any Restricted Subsidiary; provided that:
(a) if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a
Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in
full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Note
Guarantee, in the case of a Guarantor; and
(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being
held by a Person other than the Parent Guarantor or a Restricted Subsidiary and (ii) any sale or other
transfer of any such Indebtedness to a Person that is not either the Parent Guarantor or a Restricted
Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the
Parent Guarantor or such Restricted Subsidiary, as the case may be, that was not permitted by this
clause (6);
(7) the issuance by any Restricted Subsidiary to the Parent Guarantor or to any of its Restricted Subsidiaries of
preferred stock; provided that:
(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being
held by a Person other than the Parent Guarantor or a Restricted Subsidiary; and
(b) any sale or other transfer of any such preferred stock to a Person that is not either the Parent
Guarantor or a Restricted Subsidiary,
will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted
Subsidiary that was not permitted by this clause (7);
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(8) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Hedging Obligations not for
speculative purposes (as determined in good faith by the Parent Guarantor);
(9) the Guarantee by the Parent Guarantor or any Restricted Subsidiary of Indebtedness of the Parent
Guarantor or any Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to be
incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is
subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee must be
subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;
(10) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness in respect of
workers’ compensation claims, self-insurance obligations, captive insurance companies, bankers’
acceptances, performance and surety bonds in the ordinary course of business;
(11) (a) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within 30
Business Days;
(b) customer deposits and advance payments received in the ordinary course of business from customers
for goods or services purchased in the ordinary course of business;
(c) (x) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial
institutions incurred in the ordinary course of business of the Parent Guarantor and its Restricted
Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking
arrangements to manage cash balances of the Parent Guarantor and its Restricted Subsidiaries and (y)
any customary cash management, cash pooling or netting or setting off arrangements;
(d) Indebtedness incurred in connection with bankers acceptance, discounted bills of exchange or the
discounting or factoring of receivables for credit management of bad debt purposes, in each case,
incurred or undertaken in the ordinary course of business; and
(e) Guarantees of Indebtedness incurred by any joint venture consistent with past practice;
(12) Indebtedness represented by Guarantees of any Management Advances;
(13) Indebtedness of any Person outstanding on the date on which such Person becomes a Restricted Subsidiary
or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any
acquisition of assets and assumption of related liabilities) the Parent Guarantor or any Restricted
Subsidiary (other than Indebtedness incurred to provide all or a portion of the funds used to consummate
the transaction or series of related transactions pursuant to which such Person became a Restricted
Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary); provided,
however, with respect to this clause (13), that at the time of the acquisition, merger, consolidation or
amalgamation (a) the Parent Guarantor would have been able to incur €1.00 of additional Indebtedness
pursuant to the first paragraph of this covenant after giving effect to the incurrence of such Indebtedness
pursuant to this clause (13) or (b) the Fixed Charge Coverage Ratio would not be less than it was
immediately prior to giving effect to such acquisition or other transaction;
(14) Indebtedness arising from agreements of the Parent Guarantor or a Restricted Subsidiary providing for
customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in
each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or
disposition of any business or assets or Person or any Equity Interests of a Subsidiary; provided that the
maximum liability of the Parent Guarantor and its Restricted Subsidiaries in respect of all such
Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash
proceeds (measured at the time received and without giving effect to any subsequent changes in value),
actually received by the Parent Guarantor and its Restricted Subsidiaries in connection with such
disposition;
(15) Indebtedness of the Parent Guarantor and its Restricted Subsidiaries in respect of letters of credit, bankers’
acceptances, surety, performance, completion or appeal bonds, instruments, guarantees or other
obligations, judgment, advance payment, customs, VAT or other tax guarantees or similar instruments
issued in the ordinary course of business of such Person and not in connection with the borrowing of
money, including letters of credit or similar instruments in respect of such obligations or in respect of self-
insurance and workers compensation obligations; provided, however, that upon the drawing of such
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letters of credit or other instrument, such obligations are reimbursed within 30 days following such
drawing; and
(16) Indebtedness, Disqualified Stock or preferred stock of the Parent Guarantor or any Restricted Subsidiary in
an aggregate principal amount at any time outstanding, including all Indebtedness, Disqualified Stock and
preferred stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness,
Disqualified Stock and preferred stock incurred pursuant to this clause (16), not to exceed €25 million.
For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock”
covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first
paragraph of this covenant, and the Parent Guarantor, in its sole discretion, will be permitted to classify such
item of Indebtedness on the date of its incurrence and only be required to include the amount and type of such
Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify
an item of Indebtedness in more than one of the types of Indebtedness described in the first and second
paragraphs of this covenant, and from time to time to reclassify all or a portion of such item of Indebtedness, in
any manner that complies with this covenant. Indebtedness under the Existing Credit Facilities outstanding on
the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided
in clause (1) of the definition of “Permitted Debt” and may not be reclassified.
The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness, the reclassification of preferred
stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock
or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock
will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock
for purposes of this covenant.
For purposes of determining compliance with any euro-denominated restriction on the incurrence of
Indebtedness, the euro-equivalent principal amount of Indebtedness denominated in a different currency shall be
utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
incurred; provided, however, that (i) if such Indebtedness denominated in non-euro currency is subject to a
Currency Exchange Protection Agreement with respect to euros the amount of such Indebtedness expressed in
euros will be calculated so as to take account of the effects of such Currency Exchange Protection Agreement;
and (ii) the euro-equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall
be calculated based on the relevant currency exchange rate in effect on the Issue Date. The principal amount of
any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the
euro-equivalent of the Indebtedness refinanced determined on the date such Indebtedness being refinanced was
originally incurred, except that to the extent that:
(1) such euro-equivalent was determined based on a Currency Exchange Protection Agreement, in which case
the refinancing Indebtedness will be determined in accordance with the preceding sentence; and
(2) the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness
being refinanced, in which case the euro-equivalent of such excess will be determined on the date such
refinancing Indebtedness is being incurred.
Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Parent
Guarantor or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.
The amount of any Indebtedness outstanding as of any date will be:
(1) in the case of any Indebtedness issued with original issue discount, the amount of the liability in respect
thereof determined in accordance with GAAP;
(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the
lesser of:
(i) the Fair Market Value of such assets at the date of determination; and
(ii) the amount of the Indebtedness of the other Person.
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Liens
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind
securing Indebtedness upon any of their property or assets, now owned or hereafter acquired (such Lien, the
“Initial Lien”), except (1) in the case of any property or asset that does not constitute Collateral, (a) Permitted
Liens or (b) Liens on property or assets that are not Permitted Liens if the Notes and the Indenture (or a Note
Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with (or in the case of
Indebtedness which is subordinated in right of payment to the Notes or any Note Guarantees, prior or senior
thereto, with the same relative priority as the Notes or such Note Guarantee, as applicable, shall have with
respect to such subordinated Indebtedness) the Indebtedness secured by such Initial Lien for so long as such
Indebtedness is so secured, and (2) in the case of any property or asset that constitutes Collateral, Permitted
Collateral Liens.
Any such Lien created in favor of the Notes will be automatically and unconditionally released and discharged
upon (i) the release and discharge of the Initial Lien to which it relates, and (ii) otherwise as set forth under “—
Security—Release of Collateral”.
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability
of any Restricted Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor or any
Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or
pay any Indebtedness owed to the Parent Guarantor or any Restricted Subsidiary;
(2) make loans or advances to the Parent Guarantor or any Restricted Subsidiary; or
(3) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any Restricted Subsidiary;
provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to
dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the
application of any standstill period to) loans or advances made to the Parent Guarantor or any Restricted
Subsidiary to other Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary, in each case,
shall not be deemed to constitute such an encumbrance or restriction.
However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason
of:
(1) agreements governing Indebtedness as in effect on the Issue Date and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;
provided that the amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements on the Issue Date, as
applicable (as determined in good faith by the Parent Guarantor) or would not, in the good faith
determination of the Parent Guarantor, materially impair the Issuer from making payments on the Notes;
(2) the Indenture, the Notes, the Note Guarantees, the Senior Secured Bank Facilities and the Security
Documents;
(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant
described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and
any amendments, restatements, modifications, renewals, supplements, refundings, replacements or
refinancings of those agreements; provided that the restrictions therein are not materially less favorable to
the holders of the Notes than (a) the encumbrances and restrictions contained in the Indenture, the Notes,
the Note Guarantees, the Senior Secured Bank Facilities and the Subordination Agreement, in each case, as
in effect on the Issue Date (as determined in good faith by the Parent Guarantor) or (b) is customary in
comparable financings (as determined in good faith by the Parent Guarantor);
(4) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;
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(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Guarantor or
any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such
Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition),
which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
(6) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the
ordinary course of business;
(7) (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease
Obligations that impose restrictions on the property purchased or leased of the nature described in clause
(3) of the preceding paragraph and (ii) any mortgage financing or mortgage refinancing that imposes
restrictions only on the real property securing such Indebtedness;
(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property
and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its
sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing
such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced as determined in good faith by
the Parent Guarantor;
(10) Liens permitted to be incurred under the provisions of the covenant described above under the caption “—
Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset
sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including
agreements entered into in connection with a Restricted Investment), which limitation is applicable only to
the assets that are the subject of such agreements;
(12) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by
insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of
business; and
(13) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces
the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in
this clause (13); provided that the terms and conditions of any such encumbrances or restrictions are no
more restrictive in any material respect than those under or pursuant to the agreement so extended,
renewed, refinanced or replaced.
Anti-layering
The Parent Guarantor will not, and will not permit any other Guarantor to, incur or suffer to exist Indebtedness
(other than the Existing Subordinated Bonds) that is senior in right of payment to such Guarantor’s Note
Guarantee and subordinate in right of payment to any other Indebtedness of such Guarantor.
Merger, Consolidation or Sale of Assets
Neither the Parent Guarantor nor the Issuer will, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Parent Guarantor or the Issuer (as applicable) is the surviving corporation),
or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or
assets of either the Parent Guarantor and its Subsidiaries taken as a whole or the Issuer and its Subsidiaries
which are Restricted Subsidiaries taken as a whole, in either case, in one or more related transactions, to another
Person, unless:
(1) either: (a) the Parent Guarantor or the Issuer (as applicable) is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than the Parent Guarantor or the Issuer
(as applicable)) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been
made is an entity organized or existing under the laws of any member state of the Pre-Expansion European
Union, Switzerland, any state of the United States or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger with the Parent Guarantor or the
Issuer (if other than the Parent Guarantor or the Issuer (as applicable)) or the Person to which such sale,
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assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of
the Parent Guarantor or the Issuer (as applicable) under the Notes, the Indenture, the Subordination
Agreement and each Security Document to which the Parent Guarantor or the Issuer (as applicable) is a
party;
(3) immediately after such transaction, no Default or Event of Default exists; and
(4) the Parent Guarantor, the Issuer or the Person (as applicable) formed by or surviving any such
consolidation or merger (if other than the Parent Guarantor or the Issuer (as applicable)), or to which such
sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such
transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least €1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of
the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred
Stock” or (ii) have a Fixed Charge Coverage Ratio not less than it was immediately prior to giving effect to
such transaction.
A Subsidiary Guarantor (other than a Subsidiary Guarantor whose Note Guarantee is to be released in
accordance with the terms of the Note Guarantee and the Indenture as described under “—Note Guarantees”)
will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such
Subsidiary Guarantor is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor and its Subsidiaries
which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person,
unless:
(1) either:
(a) such Subsidiary Guarantor is the surviving corporation;
(b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other
disposition has been made assumes all the obligations of such Subsidiary Guarantor under its Note
Guarantee, the Subordination Agreement and each Security Document to which the Guarantor is a
party; or
(c) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture; and
(2) immediately after giving pro forma effect to such transaction or transactions (and treating any
Indebtedness which becomes an obligation of the surviving corporation as a result of such transaction as
having been incurred by the surviving corporation at the time of such transaction or transactions), no
Default or Event of Default exists.
This “Merger, Consolidation or Sale of Assets” covenant will not apply to (a) any consolidation or merger of
any Restricted Subsidiary that is not a Guarantor into the Issuer or a Guarantor, (b) any consolidation or merger
among Guarantors, (c) any consolidation or merger among the Issuer and any Guarantor; provided that, if the
Issuer is not the surviving entity of such merger or consolidation, the relevant Guarantor is an entity organized
or existing under the laws of any member state of the Pre-Expansion European Union, Switzerland, any state of
the United States or the District of Columbia and clause (2) of the first paragraph of this covenant will be
complied with or (d) any sale, assignment, transfer, conveyance, lease or other disposition of assets among the
Parent Guarantor and its Restricted Subsidiaries. Clauses (3) and (4) of the first paragraph and clause (2) of the
second paragraph of this covenant will not apply to any merger or consolidation of the Issuer or any Guarantors
with or into an Affiliate solely for the purpose of reincorporating the Issuer or such Guarantor in another
jurisdiction.
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Transactions with Affiliates
The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, make any
payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent Guarantor (each, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of €3 million, unless:
(1) the Affiliate Transaction is on terms that are no less favorable to the Parent Guarantor or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent
Guarantor or such Restricted Subsidiary with an unrelated Person; and
(2) the Parent Guarantor delivers to the Trustee:
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of €10 million, a resolution of the Board of Directors of the Parent
Guarantor set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with
this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Parent Guarantor; and, in addition,
(b) with respect to (i) any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of €25 million or (ii) any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of €10 million in which there are
no disinterested members of the Board of Directors of the Parent Guarantor, a written opinion of an
accounting, appraisal or investment banking firm of international standing, or other recognized
independent expert of international standing with experience appraising the terms and conditions of
the type of transaction or series of related transactions for which an opinion is required, stating that
the transaction or series of related transactions is (x) fair from a financial point of view taking into
account all relevant circumstances or (y) on terms not less favorable than might have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person who is not an
Affiliate.
The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the
provisions of the prior paragraph:
(1) any employment agreement, collective bargaining agreement, consultant or employee benefit arrangements
with any employee, consultant, officer or director of the Parent Guarantor or any Restricted Subsidiary,
including under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in
the ordinary course of business;
(2) transactions between or among the Parent Guarantor and/or its Restricted Subsidiaries;
(3) transactions with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) that is an
Affiliate of the Parent Guarantor solely because the Parent Guarantor owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;
(4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity
arrangements or otherwise) of officers, directors, employees or consultants of the Parent Guarantor or any
of its Restricted Subsidiaries;
(5) any issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor to Affiliates of the
Parent Guarantor;
(6) any Investment (other than a Permitted Investment) or other Restricted Payment, in either case, that does
not violate the provisions of the Indenture described above under the caption “—Restricted Payments”;
(7) any Permitted Investments (other than Permitted Investments described in clauses (3), (10) and (14) of the
definition thereof);
(8) the issuance of any Subordinated Shareholder Debt;
(9) transactions pursuant to, or contemplated by any agreement in effect on the Issue Date and transactions
pursuant to any amendment, modification or extension to such agreement, so long as such amendment,
modification or extension, taken as a whole, is not materially more disadvantageous to the holders of the
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Notes than the original agreement as in effect on the Issue Date (as determined in good faith by the Parent
Guarantor);
(10) Management Advances;
(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of
employees or other labor, in each case in the ordinary course of business and otherwise in compliance with
the terms of this Indenture, that are fair to the Parent Guarantor or the Restricted Subsidiaries, in the
reasonable determination of the members of the Board of Directors of the Parent Guarantor or the senior
management thereof, or are on terms at least as favorable as might reasonably have been obtained at such
time from an unaffiliated Person;
(12) transactions in the ordinary course of business with a Person (other than an Unrestricted Subsidiary) that is
an Affiliate of the Parent Guarantor solely because a director of which is also a director of the Parent
Guarantor or any direct or indirect parent of the Parent Guarantor; provided, however, that such director
abstains from voting as a director of the Parent Guarantor or such direct or indirect parent, as the case may
be, on any matter involving such other Person;
(13) any transaction between or among the Parent Guarantor and/or its Restricted Subsidiaries and any joint
venture (a) in the ordinary course of business or (b) which are fair to the Parent Guarantor or the relevant
Restricted Subsidiary in the reasonable determination of the Board of Directors of the Parent Guarantor, or
are on terms no less favorable (taking into account the costs and benefits of associated with such
transactions) than those that could reasonably have been obtained at such time from an unaffiliated Person;
and
(14) Liens on equity interests of Unrestricted Subsidiaries and joint ventures for the benefit of lenders of such
Unrestricted Subsidiaries and joint ventures.
Limitation on Issuances of Guarantees of Indebtedness
The Parent Guarantor will not permit any of its Restricted Subsidiaries that is not the Issuer or a Guarantor,
directly or indirectly, to guarantee the payment of any Capital Markets Debt of the Issuer or a Guarantor unless
such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a Note
Guarantee of the payment of the Notes by such Restricted Subsidiary, which Note Guarantee will be senior to or
pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness.
Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to
guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial
assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of
creditors generally) or other considerations under applicable law.
Notwithstanding the foregoing, the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary
to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be
expected to give rise to or result in a violation of applicable law which, in any case, cannot be prevented or
otherwise avoided through measures reasonably available to the Parent Guarantor or the Restricted Subsidiary
or any liability for the officers, directors or shareholders of such Restricted Subsidiary; provided that the Parent
Guarantor will procure that the relevant Restricted Subsidiary becomes a Guarantor at such time as such
restriction would no longer apply to the providing of the Note Guarantee or no longer would prohibit such
Restricted Subsidiary from becoming a Guarantor (or prevent the Parent Guarantor from causing such Restricted
Subsidiary to become a Guarantor).
No Impairment of Security Interest
The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, (1) take or knowingly or
negligently omit to take any action that would have the result of materially impairing the security interest with
respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted
Collateral Liens shall under no circumstances be deemed to materially impair the Liens with respect to the
Collateral) for the benefit of the Trustee and the holders of the Notes, and (2) grant to any Person other than the
Security Agent, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described
in the Security Documents, any interest whatsoever in any of the Collateral.
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Notwithstanding the foregoing, the Parent Guarantor and its Restricted Subsidiaries may incur Permitted
Collateral Liens and the Collateral may be discharged and released in accordance with the Indenture and the
applicable Security Documents; provided, however, that, except with respect to any discharge or release in
accordance with the Indenture, the incurrence of Permitted Collateral Liens or any action expressly permitted by
the Indenture, the Security Documents may not be amended, extended, renewed, restated, supplemented,
released or otherwise modified or replaced, unless contemporaneously with any such action, the Parent
Guarantor delivers to the Trustee, either (a) a solvency opinion, in form and substance reasonably satisfactory to
the Trustee from an internationally recognized investment bank or accounting firm confirming the solvency of
the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such
amendment, extension, renewal, restatement, supplement, release, modification or replacement, (b) a certificate
from the Board of Directors or an Officer of the relevant Person that confirms the solvency of the person
granting such security interest after giving effect to any transactions related to such amendment, extension,
renewal, restatement, supplement, modification or replacement, or (c) an Opinion of Counsel, in form and
substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming
that, after giving effect to any transactions related to such amendment, extension, renewal, restatement,
supplement, modification or replacement, the Lien or Liens created under the Security Documents, so amended,
extended, renewed, restated, supplemented, modified or replaced, are valid Liens not otherwise subject to any
limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise
subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or
replacement.
At the written direction of the Parent Guarantor and without the consent of the holders of Notes, the Security
Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any
ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens (subject to
compliance with the first paragraph of this covenant), (iii) add to the Collateral, (iv) provide for the release of
property and assets constituting Collateral from the Lien of the Security Documents and/or the release of the
Note Guarantee of a Guarantor, in each case, in accordance with (and if permitted by) the terms of the
Indenture, (vi) conform the Security Documents to this “Description of the Notes”, (vii) evidence and provide
for the acceptance of the appointment of a successor trustee or security agent, or (viii) make any other change
thereto that does not adversely affect the rights of the holders of Notes in any material respect.
In the event that the Parent Guarantor complies with the requirements of this covenant, the Trustee and the
Security Agent shall (subject to customary protections and indemnifications) consent to such amendments
without the need for instructions from the holders of the Notes.
Designation of Restricted and Unrestricted Subsidiaries
The Board of Directors of the Parent Guarantor may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent
Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be
deemed to be an Investment made as of the time of the designation and will reduce the amount available for
Restricted Payments under the covenant described above under the caption “—Restricted Payments” or under
one or more clauses of the definition of Permitted Investments, as determined by the Parent Guarantor. That
designation will only be permitted if the Investment would be permitted at that time and if the Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.
Any designation of a Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary will be evidenced to the
Trustee by filing with the Trustee a copy of a resolution of the Parent Guarantor’s Board of Directors giving
effect to such designation and an Officer’s Certificate certifying that such designation complies with the
preceding conditions and was permitted by the covenant described above under the caption “—Restricted
Payments”. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such
date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under
the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”, the Parent Guarantor will be in
default of such covenant. The Board of Directors of the Parent Guarantor may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
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Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant
described under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”, calculated on a pro
forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no
Default or Event of Default would be in existence following such designation.
Payments for Consent
The Issuer and any Guarantor will not, and the Parent Guarantor will not permit any Restricted Subsidiary to,
directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any of the holders of the
Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the
Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement. Notwithstanding the foregoing, the Parent Guarantor and the Restricted
Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any
consent, waiver or amendment of any of the terms or provisions of the Indenture, to exclude holders of the
Notes in any jurisdiction where (A)(i) the solicitation of such consent, waiver or amendment, including in
connection with an offer to purchase for cash, or (ii) the payment of the consideration therefor would require the
Parent Guarantor or any Restricted Subsidiary to file a registration statement, prospectus or similar document
under any applicable securities laws (including, but not limited to, the United States federal securities laws and
the laws of the European Union or its member states), which the Parent Guarantor in its sole discretion
determines (acting in good faith) would be materially burdensome (it being understood that it would not be
materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar
documents or any summary thereof with the securities or financial services authorities in such jurisdiction); or
(B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.
Maintenance of Listing
The Parent Guarantor will use its commercially reasonable efforts to obtain and maintain the listing of the Notes
on the Euro MTF Market for so long as such Notes are outstanding; provided that if at any time the Parent
Guarantor determines that it will not maintain such listing, it will use its best efforts to obtain (prior to the
delisting of the Notes from the Euro MTF Market) and thereafter maintain a listing of such Notes on another
“recognised stock exchange” as defined in Section 1005 of the Income Tax Act 2007 of the United Kingdom.
Reports
For so long as any Notes are outstanding, the Issuer and the Parent Guarantor will furnish to the Trustee the
following reports:
(1) within 120 days after the end of each fiscal year of the Parent Guarantor (provided that if the Parent
Guarantor changes its accounting standard to IFRS, such periods shall be 150 days with respect to the
fiscal year in which such change is made), annual reports containing the following information with a level
of detail that is substantially comparable to the Listing Prospectus and the following information: (a)
audited consolidated balance sheet of the Parent Guarantor as of the end of the two most recent fiscal years
and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the
three most recent fiscal years, including complete footnotes to such financial statements and the report of
the independent auditors on the financial statements; (b) pro forma income statement and balance sheet
information of the Parent Guarantor (which need not comply with Article 11 of Regulation S-X under the
U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or
recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to
which such annual report relates (unless such pro forma information has been provided in a previous report
pursuant to clause (2) or (3) below (provided that such pro forma financial information will be provided
only to the extent available without unreasonable expense, in which case, the Parent Guarantor will
provide, in the case of a material acquisition, acquired company financials)); (c) an operating and financial
review of the audited financial statements, including a discussion of the results of operations (including a
discussion by business segment), financial condition and liquidity and capital resources, and a discussion
of material commitments and contingencies and critical accounting policies in a level of detail that is
comparable in all material respects to this Listing Prospectus; (d) a description of the business,
management and shareholders of the Parent Guarantor, material affiliate transactions and material debt
instruments; (e) material risk factors and material recent developments; and (f) audited balance sheet of the
Issuer as of the end of the two most recent fiscal years (or for such shorter period as the Issuer was in
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existence) and audited income statements and statements of cash flow of the Issuer for the three most
recent fiscal years (or for such shorter period as the Issuer was in existence), including the report of the
independent auditors on the financial statements;
(2) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent
Guarantor beginning with the fiscal quarter ending after the Issue Date (provided that if the Parent
Guarantor changes its accounting standard to IFRS, such period shall be 90 days for the first fiscal quarter
in the fiscal year following the fiscal year in which such change is made), quarterly reports containing the
following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter
and unaudited condensed statements of income and cash flow for the quarterly and year to date periods
ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the
Parent Guarantor, together with condensed footnote disclosure; (b) pro forma income statement and
balance sheet information of the Parent Guarantor (which need not comply with Article 11 of Regulation
S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions,
dispositions or recapitalizations that have occurred since the beginning of the most recently completed
fiscal quarter as to which such quarterly report relates (provided that such pro forma financial information
will be provided only to the extent available without unreasonable expense, in which case, the Parent
Guarantor will provide, in the case of a material acquisition, acquired company financials); (c) an
operating and financial review of the unaudited financial statements (including a discussion by business
segment), including a discussion of the consolidated financial condition and results of operations of the
Parent Guarantor and any material change between the current quarterly period and the corresponding
period of the prior year; (d) material recent developments and any material changes to the risk factors
disclosed in the most recent annual report with respect to the Parent Guarantor and the Issuer; and (e) an
unaudited condensed balance sheet as of the end of such quarter and unaudited condensed statements of
income and cash flow for the quarterly and year to date periods ending on the unaudited condensed balance
sheet date, and the comparable prior year periods (with respect to the comparable prior periods, to the
extent the Issuer was in existence) for the Issuer;
(3) promptly after the occurrence of (a) any material acquisition, disposition or restructuring of the Parent
Guarantor and the Restricted Subsidiaries, taken as a whole, (b) any changes of the Chief Executive
Officer or Chief Financial Officer at the Parent Guarantor, (c) change in auditors of the Parent Guarantor,
(d) the entering into an agreement that will result in a Change of Control or (e) any other material event
that the Parent Guarantor announces publicly, a report containing a description of such event;
provided, however, that the reports set forth in clauses (1), (2) and (3) above will not be required to (i) contain
any reconciliation to U.S. generally accepted accounting principles or (ii) include separate financial statements
for any Guarantors or non-guarantor Subsidiaries of the Parent Guarantor.
In addition, if the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such
Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by the
preceding paragraph will include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, of the financial condition and results of operations of the Parent Guarantor
and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted
Subsidiaries of the Parent Guarantor.
All financial statements shall be prepared in accordance with GAAP. Except as provided for above, no report
need include separate financial statements for the Parent Guarantor or Subsidiaries of the Parent Guarantor or
any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a
type included in the Listing Prospectus.
The Parent Guarantor will, either (i) within ten Business Days after the delivery of each report discussed in
clauses (1) and (2) of the first paragraph of this covenant, conduct a conference call to discuss such report and
answer questions about such report, which conference call will be open to all holders or (ii) provide holders with
access to and the opportunity to participate in any public conference call, investor presentation, webcast or other
event, the primary purpose of which is to discuss results of operations or any material event referenced in clause
(3) of the first paragraph of this covenant with investors in the Capital Stock of the Parent Guarantor. Details of
such conference calls will either (x) be delivered with each report or (y) posted on an electronic website that is
used by the Parent Guarantor for which the holders have been, prior to the posting of such notice, informed of
the website address and relevant password specifications, which notice shall constitute reasonable notice of such
public calls for the purpose of this paragraph.
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Contemporaneously with the furnishing of each such report discussed above, the Parent Guarantor will also post
such report on the Parent Guarantor’s website. If and for so long as the Notes are listed on the Official List of
the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of that exchange so
require, copies of the Parent Guarantor’s organizational documents and the Indenture and the most recent
consolidated financial statements published by the Parent Guarantor may be inspected and obtained at the office
of the Paying Agent. See “Listing and general information.”
Lines of Business
The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, engage in any business
other than Permitted Businesses.
Limitation on Issuer activities
The Issuer will not engage in any business activity or undertake any other activity, except (i) any activity
reasonably relating to the offering, sale, issuance, incurrence and servicing, listing, purchase, redemption,
amendment, exchange, refinancing or retirement of the Notes or other Indebtedness (or other items that are
specifically excluded from the definition of Indebtedness) permitted by the terms of the Indenture, the granting
of Liens permitted under the covenant described under the caption “—Liens” and distributing, lending or
otherwise advancing funds to the Parent Guarantor or any of its Restricted Subsidiaries and any other activities
in connection therewith or complementary or useful thereto, (ii) any activity undertaken with the purpose of
fulfilling its obligations or exercising its rights under the Notes, the Indenture, the Proceeds Loan Agreement,
other Indebtedness (or any item specifically excluded from the definition of Indebtedness) permitted by the
terms of the Indenture, the Subordination Agreement or any Security Document to which it is a party; (iii)
Permitted Investments constituting Investments in the Parent Guarantor or another Restricted Subsidiary,
Investments in the form of cash and Cash Equivalents and repurchases of the Notes; (iv) any activity directly
related or reasonably incidental to the establishment and/or maintenance of the Issuer’s corporate existence or
otherwise to comply with applicable law; (v) any activity involving the provision of administrative, legal or
accounting services and the ownership of assets necessary to provide such services; (vi) any activity related to
any purchase agreement, and/or any other document entered into in connection with the issuance of the Notes or
any other Indebtedness permitted under the Indenture; or (vii) any activity reasonably related to the foregoing
and other activities not specifically enumerated above that are de minimis in nature.
Notwithstanding the preceding paragraph, the Issuer will not, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Indebtedness other than (i) the Notes and (ii) any additional Capital Markets Debt,
and the Issuer will not issue any Disqualified Stock; provided that, in the case of any additional Capital
Markets Debt incurred pursuant to the preceding clause (ii):
(1) if such Indebtedness is Additional Notes, all Obligations with respect to the Additional Notes shall be
secured and guaranteed under the Indenture, the Note Guarantees, the Subordination Agreement and the
Security Documents to the same extent and on the same basis as the Notes outstanding on the date the
Additional Notes are issued;
(2) the gross proceeds of such Indebtedness are on-lent by the Issuer to the Parent Guarantor or a Restricted
Subsidiary pursuant to an Issuer Capital Markets Proceeds Loan and the Parent Guarantor is permitted to
incur the Indebtedness represented by such additional borrowings under the Issuer Capital Markets
Proceeds Loan pursuant to the covenant described under the caption “Incurrence of Indebtedness and
Issuance of Preferred Stock”; and
(3) the Issuer shall provide a Lien upon the Issuer Capital Markets Proceeds Loan referred to in the preceding
clause to secure the Obligations under the Notes to the same extent as the Proceeds Loan.
Except as otherwise provided in the Indenture, the Issuer will take all actions necessary and within its power to
prohibit the transfer of the issued and ordinary share in the Issuer by the Parent Guarantor, other than pursuant
to the pledge of the Issuer’s share or enforcement thereof, for so long as such pledge exists. Except in
accordance with the covenant described under the caption “—Merger, Consolidation or Sale of Assets”, the
Issuer will not merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or
not the Issuer is the surviving corporation) or, other than in connection with the incurrence of a Permitted Lien
or Permitted Collateral Lien, sell, assign, transfer, lease, convey or otherwise dispose of any material property or
assets to any Person in one or more related transactions.
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For so long as any Notes are outstanding, none of the Parent Guarantor nor any of its Restricted Subsidiaries
will commence or take any action or facilitate a winding-up, liquidation or other analogous proceeding in
respect of the Issuer.
Restrictions on Amendment to Transaction Documents
Except as permitted by the amendment, supplement and waiver provisions contained in the Indenture, the Issuer
and the Parent Guarantor will not amend, modify, supplement or waive any provision of the Issuer’s
memorandum or articles of association or other constitutional documents in a manner adverse to the holders of
the Notes or to the extent such amendment, modification, supplement or waiver would permit the Issuer or the
Parent Guarantor to take such action that would result in an Event of Default.
Except to make amendments, modification supplements, waivers or alterations corresponding to amendments,
modification, supplements, waivers or alterations in the Indenture or Notes pursuant to the amendment,
supplement and waiver provisions contained in the Indenture, the Parent Guarantor and the Issuer shall not, and
shall not permit a Restricted Subsidiary of the Parent Guarantor to, amend, modify, supplement, waive or alter
the Proceeds Loan Agreement or any terms and conditions of any Proceeds Loan in any way to:
(1) reduce the principal amount of such Proceeds Loan to the extent the principal amount would be less than
the then outstanding aggregate principal amount of the Notes;
(2) reduce the principal of or change the fixed maturity of such Proceeds Loan or alter the provisions with
respect to the repayment in any manner which would not permit repayment of such Proceeds Loan upon a
redemption or repayment event with respect to the Notes;
(3) reduce the rate of, or change the time for payment of, interest, including default interest, on such Proceeds
Loan or make any change in the provisions of such Proceeds Loan relating to the payments of any
applicable tax gross up;
(4) waive a default or event of default in the payment of principal of, or interest or premium, or Additional
Amounts or other amounts on, such Proceeds Loan (except, to the extent there has been an acceleration on
such Proceeds Loan due to an acceleration of the Notes, to the extent there has been a rescission of
acceleration of the Notes in accordance with the terms of the Indenture by the requisite holders of Notes);
(5) make such Proceeds Loan payable in money other than the money for which corresponding amounts are
payable on the Notes;
(6) make any change in the provisions of the Proceeds Loan Agreement relating to waivers of past defaults or
the rights of the Issuer to receive payments of principal of, or interest or premium or additional amounts (if
any) on, such Proceeds Loan;
(7) waive a repurchase or prepayment payment with respect to any Proceeds Loan to the extent there is a
corresponding redemption payment due with respect to any Note; and
(8) amend any provisions of the Proceeds Loan Agreement or change any terms of any Proceeds Loan in any
manner adverse to the interests of the holders of the Notes.
The Parent Guarantor and the Issuer shall not, and shall not permit a Restricted Subsidiary of the Parent
Guarantor to, amend, modify, supplement, waive or alter any Issuer Capital Markets Proceeds Loan (including
the Proceeds Loan) in any manner which would or could result in the Issuer not having the ability to service the
Indebtedness to which such Issuer Capital Markets Proceeds Loan relates, including taking actions of the type
set forth in clauses (1) through (8) of the preceding paragraph which would or could so result.
Suspension of Covenants when Notes Rated Investment Grade
If on any date following the Issue Date:
(1) the Notes have achieved Investment Grade Status; and
(2) no Default or Event of Default shall have occurred and be continuing on such date,
then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment
Grade Status (such period, the “Suspension Period”), the covenants specifically listed under the following
captions in the Listing Prospectus will no longer be applicable to the Notes and any related default provisions of
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the Indenture will cease to be effective and will not be applicable to the Parent Guarantor and its Restricted
Subsidiaries:
(1) “—Repurchase at the Option of Holders—Asset Sales”;
(2) “—Restricted Payments”;
(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock”;
(4) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;
(5) “—Designation of Restricted and Unrestricted Subsidiaries”;
(6) “—Transactions with Affiliates”; and
(7) clause (4) of the first paragraph of the covenant described under “—Merger, Consolidation or Sale of
Assets”.
Such covenants will not, however, be of any effect with regard to the actions of the Parent Guarantor and the
Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with
respect to the Restricted Payments made after any such reinstatement, the amount of Restricted Payments will
be calculated as though the covenant described under the caption “—Restricted Payments” had been in effect
since the date of the Indenture except that no Default will be deemed to have occurred solely by reason of a
Restricted Payment made while that covenant was suspended and (2) all Indebtedness incurred, or Disqualified
Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued
pursuant to clause (2) of the second paragraph of the caption “—Incurrence of Indebtedness and Issuance of
Preferred Stock”. Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at
zero.
The Parent Guarantor shall notify the Trustee that the conditions set forth in the first paragraph under this
caption has been satisfied; provided that no such notification shall be a condition for the suspension of the
covenants described under this caption to be effective. The Trustee shall be under no obligation to notify the
holders of the Notes that the conditions set forth in the first paragraph have been satisfied.
There can be no assurance that the Notes will ever achieve or maintain Investment Grade Status.
Events of Default and Remedies
Each of the following is an “Event of Default”:
(1) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the
Notes;
(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or
premium, if any, on, the Notes;
(3) failure by the Issuer or relevant Restricted Subsidiaries to comply with the provisions described under the
captions “—Certain Covenants—Merger, Consolidation or Sale of Assets”;
(4) failure by the Issuer or relevant Guarantor for 60 days after written notice to the Parent Guarantor by the
Trustee or the holders of at least 25 per cent. in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with any of the agreements in the Indenture (other than a default in
performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (1), (2) or
(3) above), the Notes, the Note Guarantees, the Proceeds Loan Agreement or the Security Documents;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Guarantor or any of its
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue
Date, if that default:
(a) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a “Payment Default”); or
(b) results in the acceleration of such Indebtedness prior to its express maturity,
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and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of which has
been so accelerated, aggregates €25 million or more;
(6) failure by the Parent Guarantor, any Guarantor, any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, when taken together to pay
final judgments entered by a court or courts of competent jurisdiction aggregating in excess of €25 million
(exclusive of any amounts that an insurance company has acknowledged liability for), which judgments
shall not have been discharged or waived and there shall have been a period of 60 consecutive days during
which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall
not have been in effect;
(7) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee is
held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect, or the Parent Guarantor or any Guarantor or any Person acting on behalf of any such Guarantor,
denies or disaffirms its obligations under its Note Guarantee;
(8) any security interest under the Security Documents shall, at any time, cease to be in full force and effect
(other than in accordance with the terms of the relevant Security Document and the Indenture) with respect
to the Collateral for any reason other than the satisfaction in full of all obligations under the Indenture or
the release of any such security interest in accordance with the terms of the Indenture or the Security
Documents or any such security interest created thereunder shall be declared invalid or unenforceable or
the Parent Guarantor or any of its Restricted Subsidiaries shall assert in writing that any such security
interest is invalid or unenforceable and any such Default continues for ten consecutive Business Days; and
(9) certain events of bankruptcy or insolvency described in the Indenture with respect to the Parent Guarantor,
the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary.
In the case of an Event of Default arising pursuant to clause (9) of the preceding paragraph, all outstanding
Notes will become due and payable immediately without further action or notice or other act on the part of the
Trustee or any holders of Notes. If any other Event of Default occurs and is continuing, the Trustee or the
holders of at least 25 per cent. in aggregate principal amount of the then outstanding Notes may, and the
Trustee, upon the written request of such holders, shall declare all amounts in respect of the Notes to be due and
payable immediately.
Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding Notes
may direct the Trustee in its exercise of any trust or power.
Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs
and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any holders of Notes unless such holders have offered to the Trustee
indemnity or security satisfactory to it against any loss, liability or expense. Except (subject to the provisions
described under “—Amendment, Supplement and Waiver”) to enforce the right to receive payment of principal,
premium, if any, or interest or Additional Amounts (if any) when due, no holder of a Note may pursue any
remedy with respect to the Indenture or the Notes unless:
(1) such holder has previously given the Trustee notice that an Event of Default is continuing;
(2) holders of at least 25 per cent. in aggregate principal amount of the then outstanding Notes have requested,
in writing, that the Trustee pursue the remedy;
(3) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or
expense;
(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer
of such security or indemnity; and
(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not given the
Trustee a direction inconsistent with such request within such 60-day period.
The holders of not less than a majority in aggregate principal amount of the Notes outstanding may, on behalf of
the holders of all outstanding Notes, waive any past default under the Indenture and its consequences, except a
continuing default in the payment of the principal of premium, if any, any Additional Amounts or interest on
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any Note held by a non-consenting holder (which may only be waived with the consent of each holder of Notes
affected).
The Parent Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture. Within 10 business days of an Officer becoming aware of any Default or Event of Default, the Parent
Guarantor is required to deliver to the Trustee a statement specifying such Default or Event of Default and the
action that is being taken in respect of such Default or Event of Default.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have
any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note
Guarantees, the Proceeds Loan Agreement, the Security Documents or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may
not be effective to waive liabilities under applicable securities laws.
Legal Defeasance and Covenant Defeasance
The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an
Officer’s Certificate, elect to have all of its obligations discharged with respect to the outstanding Notes and all
obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except
for:
(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest
(including Additional Amounts) or premium, if any, on, such Notes when such payments are due from the
trust referred to below;
(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment
and money for security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantors’
obligations in connection therewith; and
(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.
In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the
Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers
and Asset Sale Offers) that are described in the Indenture (“Covenant Defeasance”) and thereafter any
omission to comply with those covenants will not constitute a Default or Event of Default with respect to the
Notes. In the event Covenant Defeasance occurs, all Events of Default described under “—Events of Default and
Remedies” (except those relating to payments on the Notes or, solely with respect to the Issuer, bankruptcy or
insolvency events) will no longer constitute an Event of Default with respect to the Notes. Subject to the
foregoing, if the Issuer exercises its Legal Defeasance option, the Security Documents in effect at such time will
terminate (other than with respect to the defeasance trust).
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) the Issuer must irrevocably deposit with the Trustee (or such other entity designated or appointed (as
agent) by it for such purpose), in trust, for the benefit of the holders of the Notes, cash in euros, non-
callable euro-denominated government securities or a combination of cash in euros and non-callable euro-
denominated government securities, in amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal
of, or interest (including Additional Amounts and premium, if any) on the outstanding Notes on the stated
date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must
specify whether the Notes are being defeased to such stated date for payment or to a particular redemption
date;
(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an opinion reasonably acceptable to
the Trustee of counsel in the United States confirming that (a) the Issuer has received from, or there has
been published by, the U.S. Internal Revenue Service a ruling or (b) since the Issue Date, there has been a
change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon
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such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject
to tax on the same amounts, in the same manner and at the same times as would have been the case if such
Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an opinion reasonably
acceptable to the Trustee of counsel in the United States confirming that the holders of the outstanding
Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such
Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the
Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer or the
Guarantors with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer, the
Guarantors or others;
(5) the Parent Guarantor must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, subject
to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with; and
(6) the Issuer delivers to the Trustee all other documents or other information that the Trustee may reasonably
require in connection with either defeasance option.
Amendment, Supplement and Waiver
Except as provided otherwise in the succeeding paragraphs, the Indenture, the Notes, any Note Guarantee, the
Subordination Agreement or any Security Document may be amended or supplemented with the consent of the
holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and
any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, the Note
Guarantees, the Subordination Agreement, or any Security Document may be waived with the consent of the
holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided
that, if any amendment, waiver or other modification will only affect one series of the Notes, only the consent
of a majority in principal amount of the then outstanding Notes of such series shall be required.
Unless consented to by the holders of at least 90 per cent. of the aggregate principal amount of then outstanding
Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), an amendment, supplement or waiver may not:
(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the
redemption of the Notes (other than provisions relating to the covenants described above under the caption
“—Repurchase at the Option of Holders”);
(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note or
make any change in the provisions of the Indenture and the Notes relating to the payments of Additional
Amounts;
(4) impair the right of any holder of Notes to receive payment of principal of and interest on such holder’s
Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with
respect to such holder’s Notes or any Note Guarantee in respect thereof;
(5) waive a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or
premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a
majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default
that resulted from such acceleration);
(6) make any Note payable in money other than that stated in the Notes;
(7) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of
holders of Notes to receive payments of principal of, or interest, Additional Amounts or premium, if any,
on, the Notes;
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(8) waive a redemption payment with respect to any Note (other than a payment required by one of the
covenants described above under the caption “—Repurchase at the Option of Holders”);
(9) release any of the Guarantors from any of their obligations under their respective Note Guarantees or the
Indenture, except in accordance with the terms of the Indenture;
(10) release any of the security interests granted for the benefit of the holders of the Notes in the Collateral
other than in accordance with the terms of the Security Documents and/or the Indenture;
(11) make any change to any provision of the Indenture or the Subordination Agreement affecting the ranking
or priority of the Notes or the Note Guarantees, in each case, in a manner that adversely affects the rights
of the holders of the Notes; or
(12) make any change in the preceding amendment and waiver provisions.
Notwithstanding the foregoing, the Indenture shall provide that if and for so long as the Belgian Companies
Code shall require, and only to such extent, the following provisions shall apply.
In circumstances where the Belgian Companies Code requires that a meeting of holders of Notes be held
(including following a request in writing of noteholders holding not less than 10% of the aggregate outstanding
principal amount of the Notes), such meeting will be held in accordance with the provisions of Article 568 et
seq. of the Belgian Companies Code with respect to bondholders meetings. Subject to the quorum and majority
requirements set out in Article 574 of the Code, and if required thereunder subject to validation by the court of
appeal of Brussels, the meeting of holders shall be entitled to exercise the powers set out in Article 568 of the
Code and to modify or waive any provision of these Conditions, provided however that any proposal (i) to
change any date fixed for payment of principal or interest in respect of the Notes, (ii) to reduce the amount of
principal or interest payable on any date in respect of the Notes, (iii) to alter the method of calculating the
amount of any payment in respect of the Notes or the date for any such payment, (iv) to change the currency of
payments under the Notes, (v) to accept, release or modify any security interest granted for the benefit of the
holder of Notes (other than in accordance with the terms of the relevant Security Document, the Subordination
Agreement or the Indenture), or (vi) to change the quorum requirements relating to meetings or the majority
required to pass an extraordinary resolution (each, a “Reserved Matter”)) may only be sanctioned by an
extraordinary resolution passed at a meeting of holders at which two or more persons holding or representing
not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the
outstanding Notes form a quorum. Any extraordinary resolution duly passed at any such meeting shall be
binding on all the holders, whether present or not. Convening notices for any such meetings of holders shall be
made in accordance with Article 570 of the Belgian Companies Code, which currently requires an
announcement to be published not less than fifteen days prior to the meeting in the Belgian Official Gazette
(Moniteur belge/Belgisch Staatsblad) and in a newspaper of national distribution in Belgium. Convening notices
shall also be made in accordance with the provisions set out in the Indenture.
Notwithstanding the preceding, without the consent of any holder of Notes, the Parent Guarantor, the Issuer, the
other Guarantors, the Trustee and the Security Agent (as applicable and to the extent each is a party to the
document in question) may amend or supplement the Indenture, the Notes, any Note Guarantee, the
Subordination Agreement and any Security Document:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes and Note
Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such
Guarantor’s assets, as applicable;
(3) to make any change that would provide any additional rights or benefits to the holders of Notes or that
does not adversely affect the legal rights under the Indenture of any such holder in any material respect;
(4) to conform the text of the Indenture, the Note Guarantees, the Notes or any supplemental indenture to any
provision of this “Description of the Notes” to the extent that such provision in this “Description of the
Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the
Notes or any supplemental indenture;
(5) to release Collateral in accordance with the terms of the Indenture and the Security Documents or to
release any Note Guarantee in accordance with the terms of the Indenture;
(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture
as of the Issue Date;
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(7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes;
(8) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(9) to enter into additional or supplemental Security Documents or to add additional parties to any Security
Document to the extent permitted thereunder and under the Indenture; or
(10) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee or
security agent pursuant to the requirements thereof or to provide for the accession by the Trustee or
Security Agent to any Security Documents.
The consent of the holders of Notes is not necessary under the Indenture to approve the particular form of any
proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.
The Trustee shall be entitled to request and rely absolutely on such evidence as it deems appropriate, including
an opinion of counsel and an Officer’s Certificate.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:
(1) either:
(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the
Issuer, have been delivered to the Principal Paying Agent for cancellation; or
(b) all Notes that have not been delivered to the Principal Paying Agent for cancellation have become
due and payable by reason of the mailing of a notice of redemption or otherwise or will become due
and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to
be deposited with the Trustee (or such other entity designated or appointed (as agent) by it for such
purpose) as trust funds in trust solely for the benefit of the holders, cash in euros, non-callable euro-
denominated government securities or a combination thereof, in amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on
the Notes not delivered to the Trustee for cancellation of principal, premium and Additional
Amounts, if any, and accrued interest to the date of maturity or redemption;
(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and
(3) the Issuer has delivered irrevocable written instructions to the Trustee under the Indenture to apply the
deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may
be.
In addition, the Parent Guarantor must deliver an Officer’s Certificate and an opinion of counsel to the Trustee,
such counsel to be acceptable to the Trustee, stating that all conditions precedent in the Indenture relating to
satisfaction and discharge of the Indenture have been satisfied; provided that any such counsel may rely on any
Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
Judgment Currency
Any payment on account of an amount that is payable in euros which is made to or for the account of any holder
or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of
any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall
constitute a discharge of the Issuer or the Guarantor’s obligation under the Indenture and the Notes or Note
Guarantee, as the case may be, only to the extent of the amount of euros that such holder or the Trustee, as the
case may be, could purchase in the London foreign exchange markets with the amount of the Judgment
Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business
Day following receipt of the payment in the Judgment Currency. If the amount of euros that could be so
purchased is less than the amount of euros originally due to such holder or the Trustee, as the case may be, the
Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from
and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an
obligation separate and independent from the other obligations contained in the Indenture or the Notes, shall
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give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any
holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment
or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.
Concerning the Trustee
The Issuer shall deliver written notice to the Trustee as soon as reasonably practicable of becoming aware of the
occurrence of a Default or an Event of Default. The Trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such conflict within 90 days or resign as
Trustee.
The holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to
direct the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is
continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man
in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has
offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
The Issuer and the Guarantors jointly and severally will indemnify the Trustee for certain claims, liabilities and
expenses incurred without gross negligence, wilful default or fraud on its part, arising out of or in connection
with its duties.
Listing
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to
admit the Notes to trading on the Euro MTF Market. There can be no assurance that the application to list the
Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes on the Euro MTF Market
will be approved and settlement of the Notes is not conditioned on obtaining this listing.
Additional Information
Anyone who receives the Listing Prospectus may, following the Issue Date, obtain a copy of the Indenture, the
form of Note, the Proceeds Loan Agreement, the Security Documents, the Subordination Agreement and the
Paying and Domiciliary Agency Agreement without charge by contacting the Parent Guarantor at Autoweg 10,
1861 Wolvertem, Belgium, or +32 52 319 319.
So long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading
on the Euro MTF Market, copies, current and future, of all of the Parent Guarantor’s annual audited
consolidated financial statements and the Parent Guarantor’s unaudited consolidated interim financial statements
may be obtained, free of charge, during normal business hours at the offices of the Paying Agent or, to the
extent and in the manner permitted by such rules, on the official website of the Luxembourg Stock Exchange
(www.bourse.lu).
Governing Law
The Indenture, the Notes and the Note Guarantees will be governed by, and construed in accordance with, the
laws of the State of New York. The Subordination Agreement will be governed by English law and the Security
Documents will be governed by Belgian law.
Consent to Jurisdiction and Service of Process
The Indenture will provide that the Issuer and each Guarantor, will appoint CT Corporation as its agent for
service of process in any suit, action or proceeding with respect to the Indenture, the Notes and the Note
Guarantees brought in any U.S. federal or New York state court located in the City of New York and will
submit to such jurisdiction.
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Enforceability of Judgments
Since a substantial portion of the assets of the Issuer and the Guarantors are outside the United States, any
judgment obtained in the United States against the Issuer or any Guarantor, may not be collectable within the
United States. See “Risk factors—Risks related to the Notes and the Note Guarantees—You may not be able to
recover in civil proceedings for U.S. securities law violations”.
Prescription
Claims against the Issuer or any Guarantor for the payment of principal or Additional Amounts, if any, on the
Notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer or
any Guarantor for the payment of interest on the Notes will be prescribed six years after the applicable due date
for payment of interest.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full
disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no
definition is provided.
“Acquired Debt” means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a
Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as
used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under
common control with” have correlative meanings.
“Ancillary Facilities” means any (a) overdraft, cheque clearing, automatic payment, credit card or other current
account facilities, (b) guarantee facilities, bonding facilities or trade, documentary or standby letter of credit
facilities, (c) short-term loan facilities, (d) derivatives facilities for protection against or benefit from fluctuation
in any rate or price in the ordinary course of trade, (e) foreign exchange facilities, (f) notional cash pooling, cash
concentration/target balancing, cash/overdraft netting, liquidity management or other cash management facilities
and (g) such other facilities or accommodation as may be required in connection with the business of the Parent
Guarantor and its Restricted Subsidiaries.
“Applicable Premium” means on any redemption date, the greater of:
(1) 1.0 per cent. of the principal amount of the Notes; or
(2) the excess of:
(a) the present value at such redemption date of (i) the redemption price of the Notes at February 5, 2018
(such redemption price being set forth in the table appearing above under the caption “—Optional
Redemption “) plus (ii) all required interest payments due on the Notes through February 5, 2018
(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal
to the Bund Rate as of such redemption date plus 50 basis points; over
(b) the principal amount of the Notes;
For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the
Trustee, Paying Agent, Transfer Agent, authentication agent or any other agent.
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“Asset Sale” means:
(1) the sale, lease, conveyance or other disposition of any assets by the Parent Guarantor or any of its
Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole will
be governed by the provisions of the Indenture described above under the caption “—Repurchase at the
Option of Holders—Change of Control” and/or the provisions described above under the caption “—
Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions described under
the caption “—Repurchase at the Option of Holders—Asset Sales”; and
(2) the issuance of Equity Interests by any Restricted Subsidiary or the sale by the Parent Guarantor or any of
its Restricted Subsidiaries of Equity Interests in any of the Restricted Subsidiaries (in each case, other than
directors’ qualifying shares).
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of
less than €5 million;
(2) a transfer of assets or Equity Interests between or among the Parent Guarantor and any Restricted
Subsidiary;
(3) an issuance of Equity Interests by a Restricted Subsidiary to the Parent Guarantor or to a Restricted
Subsidiary or the issuance, sale or disposition of Capital Stock, Indebtedness or other securities of an
Unrestricted Subsidiary;
(4) the sale, lease, rental or other transfer of accounts receivable, inventory or other assets in the ordinary
course of business (including, for the avoidance of doubt, the sale of fleet assets and the leasing and
renting of fleet assets) and any sale or other disposition of damaged, worn-out or obsolete assets or assets
that are no longer useful in the conduct of the business of the Guarantors;
(5) licenses and sublicenses by the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary
course of business;
(6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort
or other claims in the ordinary course of business;
(7) the granting of Liens not prohibited by the covenant described above under the caption “—Certain
Covenants—Liens”;
(8) the sale or other disposition of cash or Cash Equivalents;
(9) a Restricted Payment that does not violate the covenant described above under the caption “—Certain
Covenants—Restricted Payments”, a Permitted Investment or any transaction specifically excluded from
the definition of Restricted Payment;
(10) the disposition of receivables in connection with the compromise, settlement or collection thereof in the
ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar
arrangements;
(11) the foreclosure, condemnation or any similar action with respect to any property or other assets or a
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims
of any kind;
(12) the disposition of assets to a Person who is providing services (the provision of which have been or are to
be outsourced by the Parent Guarantor or any Restricted Subsidiary to such Person) related to such assets;
(13) any exchange of assets (including a combination of assets, cash and Cash Equivalents) for assets related to
a Permitted Business of comparable or greater market value or usefulness to the business of the Parent
Guarantor and its Restricted Subsidiaries as a whole, as determined in good faith by the Parent Guarantor;
(14) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation
with or to a Person (other than the Parent Guarantor or a Restricted Subsidiary) from whom such
Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and
assets (having been newly formed in connection with such acquisition), made as part of such acquisition
and, in each case, comprising all or a portion of the consideration in respect of such sale or acquisition; and
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(15) the abandonment or other disposition of property or assets that is, in the reasonable judgment of the Parent
Guarantor, worn-out, obsolete or no longer economically practicable to maintain or useful in the conduct
of business of the Parent Guarantor and its Restricted Subsidiaries taken as a whole.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S.
Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is
used in Section 13(d)(3) of the U.S. Exchange Act), such “person” will be deemed to have beneficial ownership
of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially
Owns” and “Beneficially Owned” have corresponding meanings.
“Bilateral Facilities” means the, as of the Issue Date, 113 finance leases for an aggregate outstanding amount of
€20.6 million as at September 30, 2014; 73 bilateral term loans for an aggregate outstanding amount of €54.3
million as at September 30, 2014; and 48 operational (off balance) leases for an aggregate outstanding amount
of €62.4 million as at September 30, 2014 (including purchase option price) entered into by the Company and
certain of its subsidiaries.
“Board of Directors” means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board;
(2) with respect to a partnership, the board of directors of the general partner of the partnership;
(3) with respect to a limited liability company, the managing member or members or any controlling
committee of managing members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
“Bund Rate” means, with respect to any relevant date, the rate per annum equal to the equivalent yield to
maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German
Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for
such relevant date, where:
(1) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any
Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such
redemption date to February 5, 2018, and that would be utilized at the time of selection and in accordance
with customary financial practice, in pricing new issues of euro denominated corporate debt securities in a
principal amount approximately equal to the then outstanding principal amount of the Notes and of a
maturity most nearly equal to February 5 , 2018; provided, however, that, if the period from such
redemption date to February 5, 2018, is less than one year, a fixed maturity of one year shall be used;
(2) “Comparable German Bund Price” means, with respect to any relevant date, the average of all
Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two
such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations,
or if the Parent Guarantor obtains fewer than four such Reference German Bund Dealer Quotations, the
average of all such quotations;
(3) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by
the Parent in consultation with the Trustee; and
(4) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund
Dealer and any relevant date, the average as determined by the Parent of the bid and offered prices for the
Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Parent by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the
third business day in Frankfurt preceding the relevant date.
“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in
London, Brussels, Luxembourg or New York or a place of payment under the Indenture are authorized or
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required by law to close and, in respect of any payment to be made as long as the Notes are deposited with the
NBB-SSS, provided that such day is a TARGET Settlement Day.
“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be capitalized on a balance sheet (excluding the
footnotes thereto) prepared in accordance with GAAP (as in effect on the Issue Date for purposes of determining
whether a lease is a capital lease), and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.
“Capital Markets Debt” means any Indebtedness that is not Non-Public Debt.
“Capital Markets Proceeds Loan” means any loan from the Issuer to the Parent Guarantor of the proceeds
from the issuance of Capital Markets Debt permitted by the Indenture pursuant to a loan agreement with such
terms and conditions substantially similar to those contained in the Proceeds Loan Agreement (with such
adjustments as are necessary to reflect changes in the issuer (if not the Issuer), principal amount, accreted value,
issue date and other differences so that the payment terms of such Capital Markets Proceeds Loan are
substantially equivalent to those of the Capital Markets Debt) and all loans directly or indirectly replacing or
refinancing such loan or any portion thereof.
“Capital Stock” means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited)
or membership interests; and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and
losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt
securities convertible into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.
“Cash Equivalents” means:
(1) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally
guaranteed by, the government of a member state of the Pre-Expansion European Union, the United States
of America or Switzerland (including, in each case, any agency or instrumentality thereof), as the case may
be, the payment of which is backed by the full faith and credit of the relevant member state of the Pre-
Expansion European Union or the United States of America or Switzerland, as the case may be, and which
are not callable or redeemable at the Parent Guarantor’s option;
(2) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money
market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition,
in each case issued by (a) a bank or trust company which is organized under, or authorized to operate as a
bank or trust company under, the laws of a member state of the Pre-Expansion European Union or of the
United States of America or any state thereof or Switzerland, provided that such bank or trust company
has capital, surplus and undivided profits aggregating in excess of €250 million (or the foreign currency
equivalent thereof as of the date of such investment) and whose long-term debt is rated “Baa3” or higher
by Moody’s or “BBB-” or higher by S&P or the equivalent rating category of another internationally
recognized rating agency or (b) a bank that has accepted or issued such deposits or acceptances to the
Parent Guarantor or any of its Restricted Subsidiaries as of the Issue Date;
(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types
described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications
specified in clause (2) above;
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(4) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each
case, maturing within one year after the date of acquisition; and
(5) money market funds at least 95 per cent. of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (4) of this definition.
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger,
consolidation or other business combination transaction), in one or a series of related transactions, of all or
substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole to a
Person (including any “person” or “group” of related persons (as such terms are used in Sections 13(d) and
14(d) of the U.S. Exchange Act)), other than a Restricted Subsidiary or one or more Permitted Holders;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation), the
result of which is that any Person (including any “person” or “group” of related persons as defined above)
other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more
than 50% of the issued and outstanding Voting Stock of the Parent Guarantor measured by voting power
rather than number of shares, whether as a result of issuance of securities of the Company, amalgamation,
consolidation, liquidation or dissolution of the Company or otherwise;
(3) the adoption of a plan relating to the liquidation or dissolution of the Issuer or the Parent Guarantor other
than in a transaction that complies with the provisions described under “—Certain Covenants—Merger,
Consolidation or Sale of Assets”; or
(4) the first day that the Parent Guarantor ceases to own, directly or indirectly, 100 per cent. of the outstanding
Equity Interests of the Issuer.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Collateral” means (1) the assets of each of the Issuer and each Guarantor for which a Lien has been created to
secure the Notes and the Note Guarantees pursuant to the Security Documents and (2) any other asset in which a
security interest has been or will be granted pursuant to any Security Document to secure the Obligations under
the Indenture, the Notes or any Note Guarantee.
“Company” or “Parent Guarantor” means Sarens Bestuur NV and not any of its Subsidiaries.
“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period plus the following to the extent deducted in calculating such
Consolidated Net Income, without duplication:
(1) provision for taxes based on income or profits of such Person and its Subsidiaries which are Restricted
Subsidiaries for such period; plus
(2) the Fixed Charges of such Person and its Subsidiaries which are Restricted Subsidiaries for such period;
plus
(3) depreciation, amortization (including, without limitation, amortization of intangibles and deferred
financing fees) and other non-cash charges and expenses (including without limitation write-downs and
impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of
purchase accounting on the Parent Guarantor and its Restricted Subsidiaries for such period) of the Parent
Guarantor and its Restricted Subsidiaries (excluding any such non-cash charge or expense to the extent that
it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a
prepaid cash charge or expense that was paid in a prior period) for such period; plus
(4) any fees, expenses, charges or other costs related to the issuance of any Capital Stock, any Permitted
Investment, joint venture, acquisition, disposition, recapitalization, listing or the incurrence of
Indebtedness permitted to be incurred under the covenant described above under the caption “—Certain
Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” (including refinancing thereof)
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whether or not successful, including (i) such fees, expenses or charges related to any incurrence of
Indebtedness and (ii) any amendment or other modification of any Indebtedness; plus
(5) any foreign currency translation losses (including losses related to currency remeasurements of
Indebtedness) of the Parent Guarantor and its Restricted Subsidiaries; plus
(6) the amount of any minority interest expense consisting of subsidiary income attributable to minority equity
interests of third parties in any non-wholly owned Restricted Subsidiary in such period or any prior period,
except to the extent of dividends declared or paid on, or other cash payments in respect of, Equity Interests
held by such parties; plus
(7) lease or rental costs paid during such period in relation to any asset previously leased or rented and
acquired by the Parent Guarantor or any of its Restricted Subsidiaries during such period; minus
(8) non-cash items increasing such Consolidated Net Income for such period (other than any non-cash items
increasing such Consolidated Net Income pursuant to clauses (1) through (13) of the definition of
Consolidated Net Income), other than the reversal of a reserve for cash charges in a future period in the
ordinary course of business,
in each case, on a consolidated basis and determined in accordance with GAAP.
“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the
net income (loss) of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, on a
consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary), determined in accordance
with GAAP and without any reduction in respect of preferred stock dividends; provided that:
(1) any goodwill or other intangible asset amortization or impairment charge will be excluded;
(2) the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting will be included only to the extent of the amount of dividends or similar
distributions paid in cash to the specified Person or a Restricted Subsidiary which is a Subsidiary of the
Person;
(3) solely for the purpose of determining the amount available for Restricted Payments under clause(c)(i) of
the first paragraph under the caption “—Certain Covenants—Restricted Payments”, any net income (loss)
of any Restricted Subsidiary (other than any Guarantor) will be excluded if such Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Parent Guarantor (or any Guarantor that holds the
Equity Interests of such Restricted Subsidiary, as applicable) by operation of the terms of such Restricted
Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or
regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have
been waived or otherwise released, (b) restrictions pursuant to the Notes or the Indenture, (c) contractual
restrictions in effect on the Issue Date with respect to the Restricted Subsidiary and other restrictions with
respect to such Restricted Subsidiary that taken as a whole, are not materially less favorable to the holders
of the Notes than such restrictions in effect on the Issue Date and (d) any restriction listed under clauses
(2), (3) or (4) of the second paragraph of the covenant described above under the caption “—Certain
Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) except that the
Parent Guarantor’s equity in the net income of any such Restricted Subsidiary for such period will be
included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents
actually distributed or that could have been distributed by such Restricted Subsidiary during such period to
the Parent Guarantor or another Restricted Subsidiary as a dividend or other distribution (subject, in the
case of a dividend to another Restricted Subsidiary (other than any Guarantor), to the limitation contained
in this clause);
(4) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the
Parent Guarantor or any Restricted Subsidiaries (including pursuant to any sale leaseback transaction)
which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith
by the Parent Guarantor) or in connection with the sale or disposition of securities will be excluded;
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(5) (a) any extraordinary, exceptional or unusual gain, loss or charge, (b) any asset impairments charges, or
the financial impacts of natural disasters (including fire, flood and storm and related events), (c) any non-
cash charges or reserves in respect of any restructuring, redundancy, integration or severance or (d) any
expenses, charges, reserves or other costs related to the Refinancing, in each case, will be excluded;
(6) any non-cash compensation charge or expense arising from any grant of stock, stock options or other
equity-based awards will be excluded;
(7) all deferred financing costs written off and premium paid or other expenses incurred directly in connection
with any early extinguishment of Indebtedness and any net loss from any write-off or forgiveness of
Indebtedness will be excluded;
(8) any one time non-cash charges or any increases in amortization or depreciation resulting from purchase
accounting, in each case, in relation to any acquisition of another Person or business or resulting from any
reorganization or restructuring involving the Parent Guarantor or its Subsidiaries will be excluded;
(9) any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in
earnings related to qualifying hedge transactions or the fair value or changes therein recognized in earnings
for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations
will be excluded;
(10) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person and any unrealized foreign
exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies
will be excluded;
(11) any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or
other obligations of the Parent Guarantor or any Restricted Subsidiary owing to the Parent Guarantor or
any Restricted Subsidiary will be excluded;
(12) the cumulative effect of a change in accounting principles will be excluded; and
(13) any capitalized interest on any Subordinated Shareholder Debt will be excluded.
“Consolidated Total Assets” means, as of any date of determination, the total assets in each case of the Parent
Guarantor and its Restricted Subsidiaries as at the end of the most recently ended fiscal quarter of the Parent
Guarantor for which such financial statements of the Parent Guarantor and its Restricted Subsidiaries are
available, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination
relating to any incurrence of Indebtedness or any Restricted Payment, on a pro forma basis including any
property or assets being acquired in connection therewith).
“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in
any manner, whether directly or indirectly, any Operating Lease, dividend or other obligation that, in each case,
does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”),
including any obligation of such Person, whether or not contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds:
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor; or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
against loss in respect thereof.
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“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has
not been cured or waived.
“Credit Facility” means one or more debt facilities, arrangements, instruments, trust deeds, indentures or other
facilities (including the Existing Credit Facilities or commercial paper facilities and overdraft facilities) with
banks, institutions or investors providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such institutions or to special purpose entities formed to borrow from such
institutions against such receivables), notes, bonds, debentures, other corporate debt instruments, letters of
credit, bank guarantees or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded,
replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and
whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or trustees or other banks, institutions or investors and whether provided under
the original Senior Secured Bank Facilities or one or more other credit or other agreements, indentures,
financing agreements or otherwise) and, in each case, including all agreements, instruments and documents
executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit
issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement,
mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and
collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include
any agreement or instrument which otherwise qualifies as a “Credit Facility” (1) changing the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent Guarantor as
additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred
thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.
“Currency Exchange Protection Agreement” means, in respect of any Person, any foreign exchange contract,
currency swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in currency exchange rates as to which such
Person is a party.
“Custom Bonds” means a guarantee or bond with respect to any custom duties, excise duties or other amounts
payable to a custom authority or agency in the ordinary course of business.
“Deductible Guarantee” means a guarantee of a deductible, excess or similar payment payable in the ordinary
course of business.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an
Event of Default.
“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or
upon the happening of any event, (1) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or
prior to the six-month anniversary of the date that the Notes mature or (2) provides for, either mandatorily or at
the option of the holder of the Capital Stock, the payment of dividends or distributions (other than in the form of
Equity Interests that are not Disqualified Stock). Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the
issuer thereof to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will
not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments”.
For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such
price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value
to be determined as set forth herein.
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
“Equity Offering” means an offering of Capital Stock (other than Disqualified Stock) of the Parent Guarantor
or any Parent Holdco (to the extent the net proceeds therefrom are contributed as Subordinated Shareholder
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Debt or to the equity capital (other than Disqualified Stock) of the Parent Guarantor or any of its Restricted
Subsidiaries in connection with an optional redemption of the Notes as described in “Optional Redemption”),
other than offerings registered on Form S-8 (or any successor form) under the U.S. Securities Act or any similar
offering in other jurisdictions, pursuant to which such Capital Stock is listed on an internationally recognized
exchange or traded on an internationally recognized market.
“Escrowed Proceeds” mean the proceeds from the offering of any debt securities or other Indebtedness paid
into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence
pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon
satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall
include any interest earned on the amounts held in escrow.
“euro” or “€” means the currency introduced at the start of the third stage of the European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on
European Union.
“European Union” means the European Union, including any country which is as of the Issue Date, or becomes
after the Issue Date, a member of the European Union.
“Excluded Contribution” means Net Cash Proceeds or property or assets received by the Parent Guarantor as
capital contributions to the equity (other than through the issuance of Disqualified Stock) of the Parent
Guarantor after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee
stock ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Company for the
benefit of its employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary) of Capital
Stock (other than Disqualified Stock) or Subordinated Shareholder Debt of the Parent Guarantor, in each case,
to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Parent Guarantor
substantially concurrent with the contribution.
“Existing Credit Facilities” means, collectively the Hermes Covered Credit Facility and the Global Facilities.
“Existing Subordinated Bonds” means the approximately €40 million of 5.10 per cent. subordinated bonds due
6 December 2016 issued by the Parent Guarantor.
“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in
a transaction not involving distress of either party, determined in good faith by the Parent Guarantor’s Chief
Executive Officer, Chief Financial Officer or other responsible accounting or financial officer of the Parent
Guarantor.
“Finance Subsidiary” means a wholly owned subsidiary that is formed for the purpose of borrowing funds or
issuing securities and lending the proceeds to the Parent Guarantor or a Guarantor and that conducts no business
other than as may be reasonably incidental to, or related to, the foregoing.
“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the
Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Subsidiaries which are Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge
Coverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible
accounting or financial officer of the Parent Guarantor), including in respect of anticipated expense and cost
reduction synergies, to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance
or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of
the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference
period; provided, however, that the pro forma calculation of Fixed Charges shall not give effect to (i) any
Indebtedness incurred on the Calculation Date pursuant to the provisions described in the second paragraph
under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” (other than with
respect to the incurrence of Indebtedness pursuant to clause (13) of such paragraph) or (ii) the discharge on the
Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds incurred
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pursuant to the provisions described in the second paragraph under “—Certain Covenants—Incurrence of
Indebtedness and Issuance of Preferred Stock”.
In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(1) acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries which
are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted
Subsidiaries, and including all related financing transactions and including increases in ownership of
Subsidiaries which are Restricted Subsidiaries, during the four-quarter reference period or subsequent to
such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation
Date, will be given pro forma effect (as determined in good faith by a responsible accounting or financial
officer of the Parent Guarantor) as if they had occurred on the first day of the four-quarter reference
period;
(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation
Date, will be excluded;
(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be
excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Subsidiaries which are Restricted Subsidiaries following
the Calculation Date;
(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a
Restricted Subsidiary at all times during such four-quarter period;
(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a
Restricted Subsidiary at any time during such four-quarter period; and
(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be
calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period
(taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation
has a remaining term as at the Calculation Date in excess of 12 months, or, if shorter, at least equal to the
remaining term of such Indebtedness).
“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:
(1) the consolidated interest expense (net of interest income) of such Person and its Subsidiaries which are
Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation,
amortization of debt discount (but not debt issuance costs, commissions, fees and expenses), non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement in the mark-
to-market valuation of Hedging Obligations or other derivative instruments), the interest component of
deferred payment obligations, the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings; plus
(2) the consolidated interest expense (but excluding such interest on Subordinated Shareholder Debt) of such
Person and its Subsidiaries which are Restricted Subsidiaries that was capitalized during such period; plus
(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries
which are Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries
which are Restricted Subsidiaries; provided that to the extent any such guarantee or Lien related to
Indebtedness of a joint venture where such Person or Subsidiary is indemnified for obligations in excess of
an amount equal to the product of (i) the percentage holding of Capital Stock in such joint venture held by
such Person or Subsidiary and (ii) the aggregate principal amount of such Indebtedness (the “JV
Guarantee Obligations”), then the interest pursuant to this clause (3) shall be limited to interest that
would be paid on an aggregate amount of such indebtedness equal to the JV Guarantee Obligations; plus
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(4) net payments and receipts (if any) pursuant to interest rate Hedging Obligations (excluding amortization of
fees) with respect to Indebtedness; plus
(5) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of any
Restricted Subsidiary, other than dividends on Equity Interests payable to the Parent Guarantor or a
Restricted Subsidiary; plus
(6) the interest component of any lease or rental payments made during such period in relation to any asset
previously leased or rented and acquired by the Parent Guarantor or any of its Restricted Subsidiaries
during such period.
“GAAP” means generally accepted accounting principles in Belgium, consistently applied, as in effect as of the
Issue Date (“Belgian GAAP”); provided that for purposes of the covenant described under the caption “—
Reports,” as in effect from time to time. At any time after the Issue Date, the Parent Guarantor may elect to
apply for all purposes of the Indenture, in lieu of Belgian GAAP, IFRS, and, upon such election, references to
GAAP herein will be construed to mean IFRS as in effect at the Issue Date; provided that (1) all financial
statements and reports to be provided, after such election, pursuant to the Indenture shall be prepared on the
basis of IFRS as in effect from time to time (including that, upon first reporting its fiscal year results under
IFRS, the Parent Guarantor shall restate its financial statements on the basis of IFRS for the fiscal year ending
immediately prior to the first fiscal year for which financial statements have been prepared on the basis of
IFRS), and (2) from and after such election, all ratios, computations, and other determinations based on GAAP
contained in the Indenture shall, at the Parent Guarantor’s option, (a) continue to be computed in conformity
with Belgian GAAP (provided that, following such election, the annual and quarterly information required by
clauses (1) and (2) of the first paragraph of the covenant described under “—Certain Covenants—Reports”,
shall include a reconciliation, either in the footnotes thereto or in a separate report delivered therewith, of such
Belgian GAAP presentation to the corresponding IFRS presentation of such financial information), or (b) be
computed in conformity with IFRS with retroactive effect being given thereto assuming that such election had
been made on the Issue Date. Thereafter, the Parent Guarantor may, at its option, elect to apply Belgian GAAP
or IFRS and compute all ratios, computations and other determinations based on Belgian GAAP or IFRS, as
applicable, all on the basis of the foregoing provisions of this definition of GAAP.
“Global Facilities” means the €425 million Lease Agreement and Revolving Credit Facilities Agreement dated
March 8, 2012 (and as amended or amended and restated from time to time) for Sarens Bestuur NV, as the
company, arranged by BNP Paribas Fortis SA/NV, ING Bank N.V., KBC Bank NV (as mandated lead
arrangers) with ING Equipment Lease Belgium SA/NV (acting as main lessor and lease agent) and ING Bank
N.V. (acting as RCF agent and global agent).
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection or deposit
in the ordinary course of business, of all or any part of any Indebtedness (whether arising by agreements to
keep-well, to take or pay or to maintain financial statement conditions, pledges of assets or otherwise).
“Guarantors” means, collectively, the Parent Guarantor and the Subsidiary Guarantors.
“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
(1) interest rate swap agreements, (whether from fixed to floating or from floating to fixed), interest rate cap
agreements and interest rate collar agreements;
(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3) other agreements or arrangements designed to protect such Person against fluctuations in currency
exchange rates, including Currency Exchange Protection Agreements, or commodity prices.
“Hermes Covered Credit Facility” means the credit facility dated June 26, 2012 (and as amended or amended
and restated from time to time) between, inter alia, Sarens NV, as the company, Sarens NV as borrower, the
entities listed therein as original guarantors, ING Bank, a branch of ING-DiBa AG as Hermes agent, ING Bank
N.V. as facility agent and security agent and the persons named thereunder as lenders.
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“IFRS” means the International Financial Reporting Standards promulgated by the International Accounting
Standards Board or any successor board or agency as endorsed by the European Union and in effect on the date
of any calculation or determination required hereunder.
“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding
accrued expenses and trade payables):
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments for which such Person is responsible or
liable;
(3) representing reimbursement obligations in respect of letters of credit, bankers’ acceptances or similar
instruments (except to the extent such reimbursement obligations relate to trade payables and such
obligations are satisfied within 30 days of incurrence);
(4) representing Capital Lease Obligations;
(5) representing the balance deferred and unpaid of the purchase price of any property or services due more
than one year after such property is acquired or such services are completed; and
(6) representing any Hedging Obligations;
if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a
Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any
other Person.
The term “Indebtedness” shall not include:
(1) Subordinated Shareholder Debt;
(2) any Operating Lease and any Guarantee given by the Parent Guarantor or any of its Restricted Subsidiaries
in the ordinary course of business solely in connection with, and in respect of, the obligations of the Parent
Guarantor or any of its Restricted Subsidiaries under any Operating Lease;
(3) Contingent Obligations in the ordinary course of business;
(4) in connection with the purchase by the Parent Guarantor or any Restricted Subsidiary of any business, any
post-closing payment adjustments to which the seller may become entitled to the extent such payment is
determined by a final closing balance sheet or such payment depends on the performance of such business
after the closing;
(5) the avoidance of doubt, any contingent obligations in respect of workers’ compensation claims, early
retirement or termination obligations, pension fund obligations or contributions or similar claims,
obligations or contributions or social security or wage Taxes;
(6) Indebtedness in respect of the incurrence by the Parent Guarantor or any if its Restricted Subsidiaries of
Indebtedness in respect of standby letters of credit, rental guarantees, Deductible Guarantees, Customs
Bonds, performance guarantees or bonds or surety bonds provided by or at the request of the Parent
Guarantor or any of its Restricted Subsidiaries in the ordinary course of business (including standby letters
of credit, rental guarantees, Deductible Guarantees, Customs Bonds, performance guarantees or bonds or
surety bonds in respect of such standby letters of credit, rental guarantees, Deductible Guarantees, Customs
Bonds, performance guarantees or bonds or surety bonds or obligations under any license, permit or other
approval (or guarantees given in respect of such obligations)) to the extent such standby letters of credit,
rental guarantees, Deductible Guarantees, Customs Bonds, performance guarantees or bonds or surety
bonds are not drawn upon or, if and to the extent drawn upon are honored in accordance with their terms
and if, to be reimbursed, are reimbursed no later than 30 days following receipt by such Person of a
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demand for reimbursement following payment on the standby letter of credits, rental guarantees,
Deductible Guarantees, Customs Bonds, performance guarantees or bonds or surety bonds; or
(7) deferred or prepaid revenues including prepayments or deposits received from clients or customers.
“Investment Grade Status” shall occur when the Notes are rated “BBB-” or better by S&P (or, if such entity
ceases to rate the Notes, the equivalent investment grade credit rating from any other “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act
selected by the Parent Guarantor as a replacement agency).
“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other
Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations, but excluding
advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or
capital contributions (excluding commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests
or other securities, together with all items that are or would be classified as Investments on a balance sheet
(excluding the footnotes) prepared in accordance with GAAP. If the Parent Guarantor or any Restricted
Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such
that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the
Parent Guarantor will be deemed to have made an Investment on the date of any such sale or disposition equal
to the Fair Market Value of the Parent Guarantor’s Investments in such Restricted Subsidiary that were not sold
or disposed of in an amount determined as provided in the final paragraph of the covenant described above
under the caption “—Certain Covenants—Restricted Payments”. The acquisition by the Parent Guarantor or any
Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment
by the Parent Guarantor or such Restricted Subsidiary in such third Person in an amount equal to the Fair
Market Value of the Investments held by the acquired Person in such third Person in an amount determined as
provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—
Restricted Payments”. The amount of an Investment will be determined at the time the Investment is made and
without giving effect to subsequent changes in value and, to the extent applicable, shall be determined based on
the equity value of such Investment.
“Issue Date” means February 5, 2015.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of
any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement or any lease in the nature thereof.
“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances
made to, directors, officers, employees or consultants of the Parent Guarantor or any Restricted Subsidiary: (1)
in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business; (2) in
respect of moving related expenses incurred in connection with any closing or consolidation of any facility or
office; and (3) in the ordinary course of business not exceeding €3 million in the aggregate outstanding at any
time.
“Moody’s” means Moody’s Investors Service, Inc.
“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock or Subordinated Shareholder
Debt, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or
placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and
charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of
such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing
arrangements).
“Net Proceeds” means the aggregate cash proceeds received by the Parent Guarantor or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other
disposition of non-cash consideration or Cash Equivalents substantially concurrently received in any Asset
Sale), net of the direct costs relating to such Asset Sale and the sale of such non-cash consideration, including,
without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, and all
distributions and other payments required to be made to minority interest holders (other than the Parent
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Guarantor or any Subsidiary) in Subsidiaries or joint ventures as a result of such Asset Sale, and any reserve for
adjustment or indemnification obligations in respect of the sale price of such asset or assets established in
accordance with GAAP.
“Non-Public Debt” means:
(1) Indebtedness represented by promissory notes or similar evidence of Indebtedness under bank loans or
similar financing agreements, including private placements to insurance companies and mezzanine lenders;
and
(2) any other Indebtedness; provided that it (a) is not listed, quoted or tradeable on any exchange or market,
including any market for securities eligible for resale pursuant to Rule 144A under the U.S. Securities Act,
(b) does not clear or settle through the facilities of the Euroclear, Clearstream, DTC or any similar
facilities, (c) is not issued or sold by means of any prospectus, offering circular (but not an information
memorandum of the type used in a bank syndication) or similar document typically used in connection
with road show presentations, (d) is not marketed in an underwritten securities offering and (e) if placed
with or through an agent, the agent does not place it with its high yield bond accounts.
“Non-Recourse Debt” means Indebtedness as to which neither the Parent Guarantor nor any of its Restricted
Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness) or (2) is directly or indirectly liable as a guarantor or otherwise.
“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under the Indenture and
the Notes, executed (including by way of a supplemental indenture, if applicable) pursuant to the provisions of
the Indenture.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and
other liabilities payable under the documentation governing any Indebtedness.
“Officer” means, with respect to any Person, the Chief Executive Officer and the Chief Financial Officer of
such Person or a responsible accounting or financial officer of such Person.
“Officer’s Certificate” means a certificate signed by an Officer.
“Operating Lease” means a lease that would have been classified as an operating lease under generally
accepted accounting principles in Belgium in effect at the Issue Date.
“Parent Holdco” means any direct or indirect parent company or entity of the Parent Guarantor.
“Pari Passu Indebtedness” means (1) any Indebtedness of the Issuer that is pari passu in right of payment to
the Notes and (2) with respect to any Note Guarantee, Indebtedness which ranks pari passu in right of payment
to such Note Guarantee.
“Permitted Business” means (1) any businesses, services or activities engaged in by the Parent Guarantor or
any of the Restricted Subsidiaries on the Issue Date and (2) any businesses, services and activities engaged in by
the Parent Guarantor or any of the Restricted Subsidiaries that are related, complementary, incidental, ancillary
or similar to any of the foregoing or are extensions or developments of any thereof.
“Permitted Collateral Lien” means Liens on the Collateral to secure Indebtedness permitted under the
covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”
and any Permitted Refinancing Indebtedness in respect thereof (and any Permitted Refinancing Indebtedness in
respect of Permitted Refinancing Indebtedness); and
provided that, if the Indebtedness being secured is subordinated to or pari passu with the Notes or a Note
Guarantee, such Lien will rank junior to the Liens securing the Notes or equal to all other Liens on such
Collateral securing Pari Passu Indebtedness.
“Permitted Holders” means each of the Sarens Family Members, and their respective Related Parties. Any
person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a
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Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together
with its Affiliates, constitute an additional Permitted Holder.
“Permitted Investments” means:
(1) any Investment in the Parent Guarantor or in a Restricted Subsidiary;
(2) any Investment in cash and Cash Equivalents;
(3) any Investment by the Parent Guarantor or any Restricted Subsidiary in a Person, if as a result of such
Investment:
(a) such Person becomes a Restricted Subsidiary; or
(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Parent Guarantor or a Restricted Subsidiary;
(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the
Option of Holders—Asset Sales”;
(5) any Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified
Stock) of the Parent Guarantor or any Parent Holdco or any Subordinated Shareholder Debt;
(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers
that were incurred in the ordinary course of business of the Parent Guarantor or any of its Restricted
Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes;
(7) Investments in receivables owing to the Parent Guarantor or any Restricted Subsidiary created or acquired
in the ordinary course of business;
(8) Investments represented by Hedging Obligations, which obligations are permitted by clause (8) of the
second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and
Issuance of Preferred Stock”;
(9) Investments in the Notes and any other Indebtedness of the Parent Guarantor or any Restricted Subsidiary;
(10) any Guarantee of Indebtedness permitted to be incurred by the covenant described above under the caption
“—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;
(11) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any
Investment consisting of an extension, modification or renewal of any Investment existing on, or made
pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such
Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue
Date or (b) as otherwise permitted under the Indenture;
(12) Investments acquired after the Issue Date as a result of the acquisition by the Parent Guarantor or any
Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation
with or into the Parent Guarantor or any of its Restricted Subsidiaries in a transaction that is not prohibited
by the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale
of Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such
acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation;
(13) Management Advances;
(14) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value), when taken together with
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all other Investments made pursuant to this clause (14) that are at the time outstanding not to exceed the
greater of (i) €25 million and (ii) an amount equal to 2.5% of Consolidated Total Assets, provided that if
an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such
Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted
Subsidiary pursuant to the covenant described above under the caption “—Certain Covenants—Restricted
Payments”, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of
the definition of “Permitted Investments” and not this clause (14);
(15) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or
purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary
course of business;
(16) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of
business; and
(17) Investments consisting of contributions of assets to joint ventures in a manner consistent with past practice.
“Permitted Liens” means:
(1) Liens in favor of the Parent Guarantor or any of the Restricted Subsidiaries;
(2) Liens securing Senior Debt or Indebtedness of any Restricted Subsidiary that is not a Guarantor or any
Guarantee of such Indebtedness permitted to be incurred pursuant to “—Certain covenants—Incurrence of
Indebtedness and Issuance of Preferred Stock”;
(3) Liens on property (including Capital Stock) of a Person existing at the time such Person becomes a
Restricted Subsidiary or is merged with or into or consolidated with the Parent Guarantor or any Restricted
Subsidiary; provided that such Liens were in existence prior to the contemplation of such Person
becoming a Restricted Subsidiary or such merger or consolidation, were not incurred in contemplation
thereof and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary
or is merged with or into or consolidated with the Parent Guarantor or any Restricted Subsidiary;
(4) Liens to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds,
workers compensation obligations, leases, Deductible Guarantees, Customs Bonds, Ancillary Facilities,
performance bonds, guarantees, rental guarantees or other obligations of a like nature incurred in the
ordinary course of business (including Liens to secure letters of credit issued to assure payment of such
obligations and Liens encumbering cash deposit accounts established to provide cash collateral for any of
the foregoing);
(5) Liens to secure Indebtedness permitted by clause (4) of the second paragraph of the covenant entitled “—
Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets
acquired with or financed by such Indebtedness;
(6) Liens existing on the Issue Date after giving pro forma effect to the use of proceeds of the Notes as set
forth in the Listing Prospectus;
(7) Liens for taxes, assessments or governmental charges or claims that (a) are not yet due and payable or (b)
are being contested in good faith by appropriate proceedings (so long as adequate reserves with respect
thereto are maintained on the books of such Person in accordance with GAAP);
(8) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case,
incurred in the ordinary course of business;
(9) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to
the use of real property that were not incurred in connection with Indebtedness and that do not in the
aggregate materially adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;
(10) Liens in favor of energy or utility suppliers in the ordinary course of business;
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(11) Liens securing Indebtedness under Hedging Obligations, which obligations are permitted by clause (8) of
the second paragraph of the covenant described above under the caption “—Certain Covenants—
Incurrence of Indebtedness and Issuance of Preferred Stock”;
(12) Liens to secure any Permitted Refinancing Indebtedness (excluding Liens to secure Permitted Refinancing
Indebtedness initially secured pursuant to clause (19) of this definition) permitted to be incurred under the
Indenture; provided, however, that:
(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written
agreements pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to such property or proceeds or distributions thereof); and
(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x)
the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed,
refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness
and (y) an amount necessary to pay any fees and expenses, including premiums, related to such
renewal, refunding, refinancing, replacement, defeasance or discharge;
(13) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium
financings;
(14) filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under
applicable jurisdiction) in connection with operating leases in the ordinary course of business;
(15) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts (including any Lien
created or subsisting over any asset held in any securities depository or any clearing house pursuant to the
standard terms and procedures of the relevant securities depository or clearing house applicable in the
normal course of trading), Liens arising out of judgments or awards not constituting an Event of Default
and notices of lis pendens and associated rights related to litigation being contested in good faith by
appropriate proceedings;
(16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or
redemption of Indebtedness;
(17) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such
Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;
(18) leases, licenses, subleases and sublicenses of assets in the ordinary course of business;
(19) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of
assets entered into in the ordinary course of business;
(20) Liens incurred by the Parent Guarantor or any Restricted Subsidiary to secure Indebtedness in an aggregate
amount not to exceed €10 million at any one time outstanding;
(21) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have
been placed by any developer, landlord or other third party on property over which the Parent Guarantor or
any Restricted Subsidiary has easement rights or on any real property leased by the Parent Guarantor or
any Restricted Subsidiary and subordination or similar agreements relating thereto and (b) any
condemnation or eminent domain proceedings or compulsory purchase order affecting real property;
(22) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or
arising from progress or partial payments by a third party relating to such property or assets;
(23) Liens securing or arising by reason of any netting or set-off arrangement pursuant to hedging arrangements
not for speculative purposes (as determined in good faith by the Parent Guarantor) or entered into in the
ordinary course of banking or other trading activities;
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(24) Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted
Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;
(25) pledges of goods, the related documents of title and/or other related documents arising or created in the
ordinary course of the Parent Guarantor or any Restricted Subsidiary’s business or operations as Liens only
for Indebtedness to a bank or financial institution directly relating to the goods or documents on or over
which the pledge exists;
(26) Liens over cash paid into an escrow account pursuant to any purchase price retention arrangement as part
of any permitted disposal by the Parent Guarantor or a Restricted Subsidiary on condition that the cash
paid into such escrow account in relation to a disposal does not represent more than 15 per cent. of the net
proceeds of such disposal;
(27) limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures
which are not Restricted Subsidiaries securing obligations of such joint ventures;
(28) Liens on any proceeds loan made by the Parent Guarantor or any other Guarantor in connection with any
future incurrence of Indebtedness permitted under the Indenture and securing that Indebtedness;
(29) Liens created on any asset of the Parent Guarantor or a Restricted Subsidiary established to hold assets of
any stock option plan or any other management or employee benefit or incentive plan or unit trust of the
Parent Guarantor or a Restricted Subsidiary securing any loan to finance the acquisition of such assets;
(30) Liens over treasury stock of the Parent Guarantor or a Restricted Subsidiary purchased or otherwise
acquired for value by the Parent Guarantor or such Restricted Subsidiary pursuant to a stock buy-back
scheme or other similar plan or arrangement;
(31) any interest or title of a lessor under any operating lease;
(32) Liens incurred in connection with a cash management program established in the ordinary course of
business;
(33) Liens created for the benefit of (or to secure) the Notes and Note Guarantees;
(34) Liens on property at the time the Parent Guarantor or a Restricted Subsidiary acquired the property,
including any acquisition by means of a merger or consolidation with or into the Parent Guarantor or any
Restricted Subsidiary; provided that such Liens are not created, incurred or assumed in connection with,
or in contemplation of, such acquisition and do not extend to any other property owned by the Parent
Guarantor or any Restricted Subsidiary;
(35) Liens over rental deposits arising in the ordinary course of day-to-day business in respect of any property
leased or licensed by the Parent Guarantor or any Restricted Subsidiary, provided that the deposit does
not exceed an amount or term which is customary for such rental deposits (including, without limitation,
any rental deposits existing on the Issue Date); and
(36) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the
foregoing clauses (1) through (35) (but excluding clauses (4) and (19)); provided that any such Lien is
limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends
or distributions in respect thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the Indebtedness being refinanced.
“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent Guarantor or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance,
replace, exchange, defease or discharge other Indebtedness of the Parent Guarantor or any of its Restricted
Subsidiaries (other than intercompany Indebtedness (other than any proceeds loan)); provided that:
(1) the aggregate principal amount (or accreted value, if applicable), or if issued with original issue discount,
aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable, or if issued with original issue discount, aggregate issue price) of the
Indebtedness renewed, refunded, refinanced, replaced, exchanged, defeased or discharged (plus all accrued
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interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in
connection therewith);
(2) such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the
final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased
or discharged or (ii) after the final maturity date of the Notes and (b) has a Weighted Average Life to
Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged;
(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is expressly,
contractually subordinated in right of payment to the Notes or the Note Guarantees, as the case may be,
such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note
Guarantees, as the case may be, on terms at least as favorable to the holders of Notes or the Note
Guarantees, as the case may be, as those contained in the documentation governing the Indebtedness being
renewed, refunded, refinanced, replaced, exchanged, defeased or discharged; and
(4) if the Parent Guarantor or any Guarantor was the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged, such Indebtedness is incurred either by the Parent Guarantor,
the Issuer, a Finance Subsidiary or a Guarantor.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity.
“Pre-Expansion European Union-” means the European Union as of 1 January 2004, including the countries
of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a
member of the European Union after 1 January 2004.
“Proceeds Loans” means the loan or loans between the Parent Guarantor, as borrower, and the Issuer, as lender,
for the amount of the proceeds received by the Issuer from the offering of the Notes on the Issue Date and
described in “—The Proceeds Loans.”
“Proceeds Loan Agreement” means that certain proceeds loan agreement, dated as of the Issue Date, by and
between the Issuer and the Parent Guarantor pursuant to which the Proceeds Loans were made, as the same may
be amended from time to time in accordance with the terms of the Indenture.
“Public Equity Offering” means, with respect to any Person, a bona fide underwritten primary public offering
of the ordinary shares or common equity of such Person, either:
(1) pursuant to a flotation on the London Stock Exchange or any other nationally recognized stock exchange
or listing authority in a member state of the Pre-Expansion European Union; or
(2) pursuant to an effective registration statement under the U.S. Securities Act (other than a registration
statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee
benefit plan).
“Refinancing” has the meaning given to such term in the Listing Prospectus.
“Related Party” means:
(1) any controlling stockholder, partner or member, or any 50 per cent. (or more) owned Subsidiary, of any
Sarens Family Member;
(2) in the case of an individual, a Sarens Family Member’s parents, spouse or brothers or sisters or any lineal
descendants or step-children, heirs or adopted children of a Sarens Family Member, as well as, any trust or
trusts (whether arising under a settlement inter vivos or a testamentary disposition by whomever made or
an intestacy), partnership or other estate planning vehicle established for the benefit of one or more of such
persons, or the estate, executor, administrator, committee or beneficiaries thereof; or
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(3) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or
Persons beneficially holding a 50 per cent. or more controlling interest of which consist of any one or more
Sarens Family Member and/or such other Persons referred to in the immediately preceding clauses (1) and
(2).
“Representative” means any trustee, agent or representative (if any) for an issue of Indebtedness or the provider
of Indebtedness (if provided on a bilateral basis), as the case may be.
“Restricted Investment” means an Investment other than a Permitted Investment.
“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor that is not an Unrestricted Subsidiary.
“S&P” means Standard & Poor’s Ratings Group.
“Sarens Family Members” means Ludo Sarens, Beni Sarens, Hendrik Sarens, Jan Sarens and Marc Sarens.
“SEC” means the United States Securities and Exchange Commission.
“Security Agent” means The Bank of New York Mellon, London Branch, as security agent pursuant to each
Security Document, or any successor or replacement security agent acting in such capacity.
“Security Documents” means (i) the agreement dated on or around the Issue Date, between the Parent
Guarantor as pledgor and the Security Agent creating the Issuer Share Pledge, (ii) the agreement dated on or
around the Issue Date, between the Issuer as pledger and the Security Agent creating a pledge over the Issuer’s
rights under the Proceeds Loan, and (iii) any other document that provides for a Lien over any Collateral for the
benefit of the holders of the Notes, in each case, as amended, supplemented or restated from time to time.
“Senior Debt” means, whether outstanding on the Issue Date or thereafter incurred, all amounts payable by,
under or in respect of all other Indebtedness of any Guarantor, including premiums and accrued and unpaid
interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to such Guarantor at the rate specified in the documentation with respect thereto whether or not a claim
for post filing interest is allowed in such proceeding) and fees relating thereto, including without limitation any
Indebtedness under the Senior Secured Bank Facilities and the Existing Subordinated Bonds; provided,
however, that Senior Debt will not include:
(1) any Indebtedness incurred in violation of the Indenture;
(2) any obligation of any Guarantor to the Parent Guarantor or any Restricted Subsidiary;
(3) any liability for taxes owed or owing by the Parent Guarantor or any Restricted Subsidiary;
(4) any accounts payable or other liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities);
(5) any Indebtedness, guarantee or obligation of any Guarantor that is expressly on parity with or subordinate
or junior in right of payment to any Note Guarantee, the Proceeds Loan or any other Indebtedness,
guarantee or obligation of such Guarantor (other than any Indebtedness, guarantee or obligation relating to
the Existing Subordinated Bonds); or
(6) any Capital Stock.
“Senior Secured Bank Facilities” means the Existing Credit Facilities, the SNME Credit Facility, the SNME
Hermes Covered Credit Facility and the Bilateral Facilities.
“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary that together with its
Subsidiaries which are Restricted Subsidiaries (1) for the most recent fiscal year, accounted for more than 10 per
cent. of the consolidated revenues of the Parent Guarantor or (2) as of the end of the most recent fiscal year, was
the owner of more than 10 per cent. of the consolidated assets of the Parent Guarantor.
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“SNME Facility Agreement” means the lease facility agreement dated March 15, 2013 (and as amended or
amended and restated from time to time) between Sarens Nass Middle East WLL as lessee and ING Equipment
Lease Belgium NV as lessor.
“SNME Hermes Covered Credit Facility” means the credit facility dated June 26, 2012 (and as amended or
amended and restated from time to time) between Sarens Nass Middle East, as borrower, and The Royal Bank
of Scotland, as lender.
“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness,
the date on which the payment of interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the Issue Date or the date of incurrence, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the
payment thereof.
“Subordinated Bonds Repayment Date” means the earlier of (x) 6 December 2016, to the extent the principal,
interest and all other obligations under the Existing Subordinated Bonds have been repaid in full, and (y) the
payment in full of the principal, interest and all obligations under the Existing Subordinated Bonds.
“Subordinated Shareholder Debt” means Indebtedness of the Parent Guarantor held by one or more of its
direct or indirect shareholders; provided that such Indebtedness (and any security into which such Indebtedness
is convertible or for which it is exchangeable at the option of the holder) (1) does not mature or require any
amortization, redemption or other repayment of principal or any sinking fund payment prior to the first
anniversary of the Stated Maturity of the Notes (other than through conversion or exchange of any such security
or instrument for Equity Interests of the Parent Guarantor (other than Disqualified Stock) or for any other
security or instrument meeting the requirements of the definition), (2) does not pay cash interest prior to the first
anniversary of the Stated Maturity of the Notes, (3) contains no change of control provisions and has no right to
declare a default or event of default or take any enforcement action prior to the first anniversary of the Stated
Maturity of the Notes, (4) is unsecured and (5) is fully subordinated and junior in right of payment to the Notes;
provided, however, that any event or circumstance that results in such Indebtedness ceasing to qualify as
Subordinated Shareholder Debt, such Indebtedness shall constitute an incurrence of such Indebtedness by the
Parent Guarantor as of the date of such event of circumstance, and any and all Restricted Payments made
through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original
issuances of such Subordinated Shareholder Debt shall constitute new Restricted Payments that are deemed to
have been made after the date of the original issuance of such Subordinated Shareholder Debt.
“Subsidiary” means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50 per cent. of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after
giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power)
to vote in the election of directors, managers or trustees of the corporation, association or other business
entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and
(2) any partnership or limited liability company of which (a) more than 50 per cent. of the capital accounts,
distribution rights, total equity and voting interests or general and limited partnership interests, as
applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special
or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a
controlling general partner or otherwise controls such entity.
“Subsidiary Guarantors” means each of Sarens NV, Sarens UK Ltd, Sarens Cranes Ltd, Sarens Materieel
B.V., Sarens BE NV and any other Subsidiary of the Parent Guarantor that executes a Note Guarantee in
accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until
the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.
“TARGET Settlement Day” means any day on which TARGET2 is open for the settlement of payments in
euro.
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“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19 November 2007.
“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest
and any other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or
on account of Tax).
“Unrestricted Subsidiary” means any Subsidiary of the Parent Guarantor (other than any successor to the
Issuer) that is designated by the Board of Directors of the Parent Guarantor as an Unrestricted Subsidiary
pursuant to a resolution of the Board of Directors but only to the extent that such Subsidiary:
(1) has no Indebtedness other than Non-Recourse Debt;
(2) except as permitted by the covenant described above under the caption “—Certain Covenants—
Transactions with Affiliates”, is not party to any agreement, contract, arrangement or understanding with
the Parent Guarantor or any Restricted Subsidiary unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Parent Guarantor or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor;
and
(3) is a Person with respect to which neither the Parent Guarantor nor any Restricted Subsidiary has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such
Person’s financial condition or to cause such Person to achieve any specified levels of operating results.
“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such Person.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of
years obtained by dividing:
(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by
(2) the then outstanding principal amounts of such Indebtedness.
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BOOK-ENTRY, DELIVERY AND FORM
Securities Settlement System operated by the National Bank of Belgium
The NBB is the central bank of Belgium. The NBB operates the NBB-SSS for, inter alia, corporate debt
securities that can be traded on a fungible basis in accordance with the Belgian Coordinated Royal Decree
Number 62 of 10 November 1967 governing the custody of transferable financial instruments and the settlement
of transactions on these instruments.
The NBB-SSS is accessible through those of its participants whose membership extends to securities such as the
Notes. Investors and financial intermediaries can hold Notes within securities accounts opened with qualifying
participants. Qualifying participants include most Belgian banks, some Luxembourg banks, Belgian investment
firms, Euroclear and Clearstream. For a description of the tax implications of the clearing of the Notes through
the NBB-SSS, see “Certain Tax Considerations—Certain Belgian tax considerations”.
Original Issue
Notes sold to non-US persons outside the United States in reliance on Regulation S under the Securities Act will
initially be represented by a global note in registered form without interest coupons attached (the “Global
Note”).
The Global Note will be deposited by the Domiciliary Agent on behalf of the Issuer with the NBB as operator of
the NBB-SSS on the Issue Date. Upon receipt of the Global Note, the account of the Domiciliary Agent will be
credited by the NBB with an amount equivalent to the principal amount of the Global Note. On the Issue Date,
the Domiciliary Agent on behalf of the NBB will credit the securities accounts of Euroclear and/or Clearstream
in the NBB-SSS with an amount equivalent to their respective portion of the principal amount of the Global
Note. Following confirmation of the payment to the Issuer of the gross proceeds for the issue of the Notes,
Euroclear and/or Clearstream will credit the holders of ownership interests in the Global Note (the “Book Entry
Interests”) by crediting their securities accounts as participants of Euroclear and Clearstream, in accordance
with the principal amount of Notes purchased by them.
Book Entry Interests
Book Entry Interests can be held by their holders through the participants in the NBB-SSS, including Euroclear
and Clearstream, and through other financial intermediaries which in turn hold the Notes through Euroclear,
Clearstream or other participants in the NBB-SSS. Book Entry Interests will be shown on records maintained by
Euroclear and Clearstream and their participants. The laws of certain jurisdictions may require that certain
purchasers of securities take physical delivery of those securities in definitive form. The foregoing limitations
may impair your ability to own, transfer or pledge Book Entry Interests.
Transfers of Book Entry Interests will be effected only through records maintained by the NBB-SSS, Euroclear
and Clearstream or other NBB-SSS participants and in accordance with the applicable procedures of the NBB-
SSS, Euroclear and Clearstream or other NBB-SSS participants. Transfers between investors will be effected in
accordance with the respective rules and operating procedures of the participants through which they hold their
Notes. Except under the limited circumstances described below, Book Entry Interests will not be issued in
definitive form.
Participants must rely on the procedures of the NBB-SSS, Euroclear and Clearstream and indirect participants
must rely on the procedures of NBB-SSS, Euroclear and Clearstream and the participants through which they
own Book Entry Interests, to transfer their interests or to exercise any rights of holders of Notes under the
Indenture. Neither we nor the Trustee will have any responsibility, or be liable, for any aspect of the records
relating to the Book Entry Interests.
Neither we nor the Trustee or any of its agents will have any responsibility, or be liable, for the proper
performance by the NBB-SSS or its participants of their obligations under their respective rules and operating
procedures. The Issuer will have no responsibility or liability for the records relating to, or payments made in
respect of, the Notes within the NBB-SSS. The Issuer’s obligations under the Notes are discharged once it has
paid the NBB-SSS and the Issuer has therefore no responsibility for any amount thereafter transmitted through
the Notes of the NBB-SSS and custodians or intermediaries.
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Definitive Registered Notes
Under the terms of the Indenture, owners of the Book-Entry Interests will receive definitive registered Notes in
certificated form (the “Definitive Registered Notes”) if:
the National Bank of Belgium notifies the Issuer that it is unwilling or unable to continue to act as
depositary and
a successor depositary is not appointed by the Issuer within 120 days;
the National Bank of Belgium so requests following an event of default under the relevant Indenture, or
if the owner of a Book-Entry Interest requests such exchange in writing delivered through the NBB-SSS,
Euroclear and/or Clearstream, as applicable, following an event of default under the Indenture.
In such an event, the Issuer will issue, and the Trustee will authenticate or cause to be authenticated, the
Definitive Registered Notes, registered in the name or names and issued in any approved denominations,
requested by or on behalf of the NBB-SSS, Euroclear or Clearstream and based upon directions received from
participants reflecting the beneficial ownership of Book Entry Interests), and such Definitive Registered Notes
will bear the restrictive legend as provided in the relevant Indenture, unless that legend is not required by the
Indenture or applicable law.
Payments on the Global Notes
Payments of any amounts owing in respect of the Global Note (including principal, premium, if any, interest and
additional amounts, if any) will be made by the Issuer to the Domiciliary Agent for onward payment through the
NBB-SSS to the participants in the NBB-SSS, including Euroclear and/or Clearstream.
Under the terms of the Indenture, the Paying Agent, the Registrar and the Trustee will treat the persons shown in
the records of the NBB-SSS as having interests in the Global Notes as the owner thereof for the purpose of
receiving payments and for all other purposes. Consequently, none of us, the Trustee or any of its agents has or
will have any responsibility or liability for:
any aspect of the records of the NBB-SSS, Euroclear, Clearstream or any participant or indirect participant
relating to, or payments made on account of, a Book-Entry Interest or for maintaining, supervising or
reviewing the records of the NBB-SSS, Euroclear or Clearstream or any participant or indirect participant
relating to, or payments made on account of, a Book-Entry Interest; or
any other matters relating to the actions and practices of the NBB-SSS, Euroclear, Clearstream or any
participant or indirect participant.
Currency of payment for the Global Notes
The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Note
will be paid to holders of Book Entry Interests to such Notes through the NBB-SSS, Euroclear and Clearstream
in euro.
Global clearance and settlement under the book-entry system
The Notes represented by the Global Note are expected to be listed on the Official List of the Luxembourg
Stock Exchange and admitted for trading on the Euro MTF Market. Transfers of interests in the Global Note
between participants in the NBB-SSS, Euroclear and Clearstream will be effected in the ordinary way in
accordance with their respective system’s rules and operating procedures.
Although the NBB-SSS, Euroclear and Clearstream currently follow the foregoing procedures in order to
facilitate transfers of interests in the Global Note among participants in the NBB-SSS, Euroclear or Clearstream,
they are under no obligation to perform or continue to perform such procedures, and such procedures may be
discontinued or modified at any time. None of us, the Trustee, the Paying Agent or the Domiciliary Agent will
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have any responsibility for the performance by the NBB-SSS, Euroclear, Clearstream or their participants or
indirect participants of their respective obligations under the rules and procedures governing their operations.
Initial settlement
Initial settlement for the Notes will be made in euro. Book-Entry Interests owned through the NBB-SSS,
Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional bonds.
Book-Entry Interests will be credited to the securities custody accounts of NBB-SSS, Euroclear and Clearstream
holders on the business day following the settlement date against payment for value of the settlement date.
Secondary market trading
The Book-Entry Interests will trade through participants of NBB-SSS, Euroclear and Clearstream and will settle
in same day funds. Since the purchase determines the place of delivery, it is important to establish at the time of
trading of any Book-Entry Interests where both the purchaser’s and the seller’s accounts are located to ensure
that settlement can be made on the desired value date.
Agents
For so long as the Notes are represented by Global Notes, the Domiciliary Agent will act as Paying Agent for all
purposes in relation to the Notes. If interests in the Global Notes are exchanged for Definitive Registered Notes
in the limited circumstances described under “Definitive Registered Notes” above, then the Domiciliary Agent
will cease to act as paying agent, and the Paying Agent will resume its duties as a paying agent.
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CERTAIN TAX CONSIDERATIONS
EU Savings Directive
Under Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide
to the tax or other relevant authorities of other Member States details of certain payments of interest or similar
income paid or secured by a person established in a Member State to or for the benefit of an individual resident
in another Member State or certain limited types of entities established in another Member State.
On March 24, 2014, the Council of the European Union adopted a Council Directive amending and broadening
the scope of the requirements described above. Member States are required to apply these new requirements
from January 1, 2017. The changes will expand the range of payments covered by the Directive, in particular to
include additional types of income payable on certain securities. The Directive will also expand the
circumstances in which payments that indirectly benefit an individual resident in a Member State must be
reported. This approach will apply to payments made to, or secured for, persons, entities or legal arrangements
(including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or
arrangement is established or effectively managed outside of the European Union.
For a transitional period, Austria may operate a withholding system in relation to such payments, deducting tax
at the rate of 35% (the “Source Tax”). The changes referred to above will broaden the types of payments
subject to withholding in those Member States which still operate a withholding system when they are
implemented. The end of the transitional period is dependent upon the conclusion of certain other agreements
relating to information exchange with certain other countries.
A number of non-EU countries and certain dependent or associated territories of certain Member States have
adopted similar measures (either provision of information or transitional withholding system in the case of
Switzerland) in relation to payments made by a person within its jurisdiction to, or collected by such a person
for, an individual resident or, certain limited types of entity established in a Member State. In addition, the
Member States have entered into provision of information or transitional withholding arrangements with certain
of those dependent or associated territories in relation to payments made by a person in a Member State to, or
collected by such a person for, an individual resident or certain limited types of entity established in one of those
territories.
Investors who are in any doubt as to their position should consult their professional advisers.
The Proposed Financial Transactions tax (“FTT”)
On February 14, 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a
Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,
Slovenia and Slovakia (the “participating Member States”).
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes
(including secondary market transactions) in certain circumstances.
Under the Commission’s Proposal, the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least
one party is a financial institution, and at least one party is established in a participating Member State. A
financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range
of circumstances, including (a) by transacting with a person established in a participating Member State or (b)
where the financial instrument which is subject to the dealings is issued in a participating Member State.
A joint statement issued in May 2014 by 10 of the 11 participating Member States indicated an intention to
implement the FTT progressively, such that it would initially apply to shares and certain derivatives, with this
initial implementation occurring at the latest by January 1, 2016. The FTT, as initially implemented on this
basis, may not apply to dealings in Notes.
The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be
altered prior to any implementation. Additional EU Member States may decide to participate.
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Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.
Certain Belgian Tax Considerations
The following summary is a general description of certain Belgian tax considerations relating to the Notes and
is included herein solely for information purposes. It does not purport to be a complete analysis of all tax
considerations relating thereto. Prospective purchasers are urged to consult their own tax advisers as to the
consequences under the tax laws of their countries of citizenship, residence, ordinary residence or domicile and
the tax laws of Belgium of acquiring, holding and disposing of Notes and receiving payments of interest,
principal and/or other amounts thereunder.
For Belgian income tax purposes and for the purposes of the summary below, interest includes: (i) periodic
interest income, (ii) any amounts paid by the Issuer in excess of the issue price (upon full or partial redemption
whether or not at maturity, or upon purchase by the Issuer), and (iii) in case of a sale of the Notes between
interest payment dates to any third party, excluding the Issuer, the pro rata of accrued interest corresponding to
the detention period.
Belgian withholding tax
The interest component of payments on the Notes made by or on behalf of the Issuer is as a rule subject to
Belgian withholding tax, which is, as at the Issue Date, at a rate of 25 per cent. on the gross amount. Tax treaties
may provide for lower rates subject to certain conditions and formalities.
However, payments of interest and principal under the Notes by or on behalf of the Issuer may be made without
deduction of Belgian withholding tax if and as long as, at the moment of payment or attribution of interest, the
Notes are held by certain investors (the “Eligible Investors”, see below) in an exempt securities account (an
“X-account”) that has been opened with a financial institution that is a direct or indirect participant (a
Participant) in the NBB-SSS. Euroclear and Clearstream, Luxembourg are direct or indirect Participants for this
purpose.
Holding the Notes through the NBB-SSS enables Eligible Investors to receive gross interest income on their
Notes and to transfer the Notes on a gross basis. Eligible Investors are those entities referred to in article 4 of the
Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax (Arrêté Royal du 26 mai 1994 relatif
à la perception et à la bonification du précompte mobilier/Koninklijk Besluit van 26 mei 1994 over de inhouding
en de vergoeding van de roerende voorheffing), which include, inter alia:
(i) Belgian resident companies referred to in article 2, §1, 5°, b) of the Belgian Income Tax Code of 1992
(wetboek van inkomstenbelastingen 1992/code des impost sur les revenues 1992) (the “ITC 1992”);
(ii) institutions, associations or companies referred to in article 2, §3 of the law of 9 July 1975 on the control
of insurance companies, other than those referred to in (i) and (iii), without prejudice to the application of
article 262, 1° and 5° of the ITC 1992;
(iii) State regulated institutions (institutions parastatales/parastatalen) for social security or institutions
equated therewith, referred to in article 105, 2° of the Royal Decree implementing the ITC 1992 (“RD/ITC
1992”);
(iv) non-resident investors whose holding of the Notes is not connected to a professional activity in Belgium,
referred to in article 105, 5° of the RD/ITC 1992;
(v) investment funds recognised in the framework of pension savings, referred to in article 115 of the RD/ITC
1992;
(vi) investors referred to in article 227, 2° of the ITC 1992 which are subject to non-resident income tax in
accordance with article 233 of the ITC 1992 and which have used the income generating capital for the
exercise of their professional activities in Belgium;
(vii) the Belgian State, in respect of investments which are exempt from withholding tax in accordance with
article 265 of the ITC 1992;
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(viii) investment funds governed by foreign law that are an indivisible estate managed by a management
company for the account of the participants (such as fonds de placement/beleggingsfondsen) and the units
of which are not publicly offered in Belgium or traded in Belgium;
(ix) Belgian resident companies not referred to under (i), whose activity exclusively or principally consists of
the granting of credits and loans.
Eligible Investors do not include, inter alia, Belgian resident individuals and Belgian non-profit organizations,
other than those mentioned under (ii) and (iii) above.
Participants in the NBB-SSS must keep the Notes which they hold on behalf of non-Eligible Investors in a non-
exempt securities account (an “N-Account”). In such instance, all payments of interest are subject to
withholding tax, set at a rate of 25 per cent as at the Issue Date. This withholding tax is withheld by the NBB
from the interest payment and paid to the Belgian tax authorities.
Transfers of Notes between an X-account and an N-account give rise to certain adjustment payments on account
of withholding tax:
A transfer from an N-account (to an X-account or N-account) gives rise to the payment by the transferor
“non-Eligible Investor” to the NBB of withholding tax on the accrued fraction of interest calculated from
the last interest payment date up to the transfer date.
A transfer from an X-account (or N-account) to an N-account gives rise to the refund by the NBB to the
transferee non-Eligible Investor of withholding tax on the accrued fraction of interest calculated from the
last interest payment date up to the transfer date.
Transfers of Notes between two X-accounts do not give rise to any adjustment on account of withholding
tax.
These adjustment mechanics are such that parties trading the Notes on the secondary market, irrespective of
whether they are Eligible or non-Eligible Investors, are in a position to quote prices on a gross basis.
When opening an X-account for the holding of Notes, an Eligible Investor will be required to certify its eligible
status on a standard form approved by the Belgian Minister of Finance and send the completed form to the
participant in the NBB-SSS where the account is kept. This certification needs not be periodically renewed
(although Eligible Investors must update their certification should their eligible status change). Participants to
the NBB-SSS are however required to make declarations to the NBB as to the eligible status of each investor for
whom they hold Notes in an X-account during the preceding calendar year.
These identification requirements do not apply to Notes held with Euroclear or Clearstream, Luxembourg acting
as Participants in the NBB-SSS, provided that they only hold X-accounts and that they are able to identify the
holders for whom they hold Notes in such accounts.
Belgian taxation of income and capital gains
Belgian resident individuals
Individuals who are Belgian residents for tax purposes, i.e. who are subject to Belgian personal income tax
(personenbelasting/impôt des personnes physiques) and who hold the Notes as a private investment, do not have
to declare interest in respect of the Notes in their personal income tax return, provided that Belgian withholding
tax has effectively been levied on the interest.
Nevertheless, Belgian resident individuals may choose to declare interest in respect of the Notes in their
personal income tax return. Interest income which is declared in this way will in principle be taxed at a flat rate
of 25 % (or at the relevant progressive personal income tax rates taking into account the taxpayer’s other
declared income, whichever is lower). The Belgian withholding tax levied may be credited against the income
tax liability.
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Capital gains realized on the disposal of the Notes are as a rule tax exempt, unless the capital gains are realized
outside the normal management of one’s private estate or unless the capital gains qualify as interest (as defined
above). Capital losses realized upon the disposal of the Notes held as a non-professional investment are in
principle not tax deductible.
Specific tax rules apply to Belgian resident individuals who do not hold the Notes as a private investment.
Belgian resident companies
Interest attributed or paid to companies that are Belgian residents for tax purposes, i.e. that are subject to
Belgian corporate income tax (vennootschapsbelasting/impôt des sociétés), as well as capital gains realized
upon the disposal of the Notes, are taxable at the ordinary corporate income tax rate of in principle 33.99%.
Capital losses realized upon the disposal of the Notes are in principle tax deductible.
Belgian legal entities
Legal entities that are Belgian residents for tax purposes, i.e. that are subject to Belgian legal entities tax
(rechtspersonenbelasting/impôts des personnes morales) and that do not qualify as Eligible Investors (as defined
above) will not be subject to any further taxation on interest in respect of the Notes over and above the
withholding tax of 25%. The withholding tax constitutes the final taxation.
Belgian legal entities which have received interest income on the Notes without deduction for or on account of
Belgian withholding tax are required to declare and pay the 25% withholding tax themselves to the Belgian tax
authorities.
Capital gains realized on the disposal of the Notes are in principle tax exempt (unless the capital gains qualify as
interest (as defined above)). Capital losses are in principle not tax deductible.
Organizations for Financing Pensions
Interest and capital gains derived by organizations for financing pensions within the meaning of the Law of 27
October 2006 on the activities and supervision of institutions for occupational retirement provision, are in
principle exempt from Belgian corporate income tax. Capital losses are in principle not tax deductible.
Subject to certain conditions, any Belgian withholding tax that has been levied can be credited against any
corporate income tax due and any excess amount is in principle refundable.
Non-residents
Noteholders who are non-residents of Belgium for Belgian tax purposes, who are not holding the Notes through
a permanent establishment in Belgium and who are not investing in the Notes in the course of their Belgian
professional activity, will not incur or become liable for any Belgian tax on income or capital gains by reason
only of the acquisition, ownership, redemption or disposal of the Notes, provided that they qualify as Eligible
Investors and that they hold their Notes in an X-account.
If the Notes are not entered into an X-account by the Eligible Investor, withholding tax on the interest is in
principle applicable at the current rate of 25%, possibly reduced pursuant to a tax treaty, on the gross amount of
the interest.
Belgian tax on stock exchange transactions
A tax on stock exchange transactions (Taxe sur les operations de bourse/Taks op de beursverrichtingen) will be
levied on the sale and acquisition of the Notes on the secondary market if executed in Belgium through a
professional intermediary. The tax is due at a rate of 0.09 per cent. on each sale and acquisition separately, with
a maximum amount of €650 per taxable transaction and is collected by the professional intermediary.
No tax on stock exchange transactions will be payable by exempt persons acting for their own account,
including all non-residents of Belgium subject to the delivery of an affidavit to the financial intermediary in
Belgium confirming their non-resident status, and certain Belgian institutional investors as defined in article
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126/1, 2° of the Code of miscellaneous duties and taxes (Code des droits et taxes divers/Wetboek diverse
rechten en taksen).
As stated above, the EU Commission adopted on February 14, 2013 the Draft Directive on an FTT. The Draft
Directive currently stipulates that once the FTT enters into force, the Participating Member States shall not
maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in the Council
Directive 2006/112/EC of 28 November 2006 on the common system of value added tax). For Belgium, the tax
on stock exchange transactions should thus be abolished once the FTT enters into force. The Draft Directive is
still subject to negotiation between the Participating Member States and therefore may be changed at any time.
European Directive on taxation of savings income in the form of interest payments
The Savings Directive has been implemented in Belgium by the law of May 17, 2004. The Savings Directive
entered into force on July 1, 2005.
Individuals not resident in Belgium
Interest paid or collected through Belgium on the Notes and falling under the scope of application of the Savings
Directive will be subject to automatic information exchange.
Individuals resident in Belgium
An individual resident in Belgium will be subject to the provisions of the Savings Directive, if he receives
interest payments from a paying agent (within the meaning of the Savings Directive) established in another EU
Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, Curaçao, Bonaire, Saba, Sint
Maarten, Sint Eusatius (formerly The Netherlands Antilles), Aruba, Guernsey, Jersey, the Isle of Man,
Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks and Caicos Islands.
If the interest received by an individual resident in Belgium has been subject to a Source Tax, such Source Tax
does not liberate the Belgian individual from declaring the interest income in the personal income tax
declaration. The Source Tax will be credited against the personal income tax. If the Source Tax withheld
exceeds the personal income tax due, the excessive amount will be reimbursed, provided it reaches a minimum
of €2.5.
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LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND CERTAIN
INSOLVENCY LAW CONSIDERATIONS
Set out below is a summary of certain limitations on the enforceability of the Guarantees in each of the
jurisdictions in which Guarantees are being provided. It is a summary only, and bankruptcy or insolvency
proceedings or a similar event could be initiated in any of these jurisdictions and in the jurisdiction of
organization of a future guarantor of the Notes. The application of these various laws in multiple jurisdictions
could trigger disputes over which jurisdiction’s law should apply and could adversely affect your ability to
enforce your rights and to collect payment in full under the Notes and the Guarantees. Also set forth below is a
brief description of certain aspects of insolvency law in Belgium, the European Union, Ireland, the Netherlands
and the United Kingdom.
Belgium
The Issuer, the Company, various Guarantors and other members of the Group (jointly the Belgian Entities and
individually a Belgian Entity) are organized under the laws of Belgium and have their centre of main interests
within the meaning of the Council Regulation (EC) No 1346/2000 of May 29, 2000 on insolvency proceedings
(the EU Insolvency Regulation) in Belgium.
Consequently, in the event of a bankruptcy or insolvency event with respect to a Belgian Entity, main
insolvency proceedings would likely be initiated in Belgium, while secondary proceedings could be initiated in
one or more EU jurisdictions (with the exception of Denmark) in which the Belgian Entity has an establishment.
Such multi-jurisdictional proceedings would likely be complex and costly for creditors and otherwise may result
in greater uncertainty and delay regarding enforcement of your rights.
The following is a brief description of certain aspects of Belgian insolvency law. There are two primary
insolvency regimes under Belgian law: the first, judicial restructuring (gerechtelijke
reorganisatie/réorganisation judiciaire), is intended to facilitate the restructuring of a debtor’s debts and enable
the debtor to continue as a going concern. The second, bankruptcy (faillissement/faillite), is designed to
liquidate and distribute the assets of a debtor to its creditors. Note that in addition, Belgian law allows for
liquidation in deficit (deficitaire vereffening/liquidation déficitaire). The latter proceedings will not be
discussed.
Judicial Restructuring under the Act of January 31, 2009 on the Continuity of Enterprises (the Continuity
Act)
General
A debtor (and in limited circumstances, its creditors, interested third parties or the public prosecutor) may file a
petition for judicial restructuring if the continuity of the enterprise is at risk, whether immediately or in the
future. If the net assets of the company have fallen under 50% of the company’s registered capital, the
continuity of the enterprise is always presumed to be at risk. Note that the mere fact of being in a state of
bankruptcy, i.e. the debtor has ceased to pay its debts and is unable to obtain any further credit (see below), does
not in itself rule out the option of opening or continuing reorganization proceedings.
As from the filing of the petition with the competent commercial court overseeing the judicial restructuring and
for as long as such court has not issued a judgment thereon, the debtor cannot be declared bankrupt or wound up
by court order. Furthermore, during this period, with limited exceptions, none of the debtor’s assets may be
realized by any of its creditors as a result of the enforcement of any security interests that such creditors may
hold with respect to such assets.
Within a period of 14 days as from the filing of the petition and subject to the satisfaction of the filing
conditions, the court may decide to open the judicial restructuring procedure, thereby granting a temporary
moratorium to the debtor for a period of maximum six months. At the request of the debtor and pursuant to the
report issued by the delegated judge, the moratorium period can thereafter be extended (once or several times)
up to a total maximum period of twelve months as from the judgment opening the judicial restructuring. In
exceptional circumstances (such as due to the size of the business, the complexity of the case or the impact of
the procedure on employment), and in the interest of the creditors, the court may order an additional extension
of the moratorium period for six months.
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Duty to inform creditors
Within a period of 14 days following the judgment opening the judicial restructuring proceedings, the debtor
must inform each of its creditors individually of the amount of its claims against the debtor as recorded in the
books of the debtor, as well as of details regarding security interests, if applicable.
Temporary stay of enforcement by the company’s creditors
The granting of the temporary moratorium operates as a stay of enforcement. No enforcement measures with
respect to pre-existing claims in the moratorium can be continued or initiated against any of the debtor’s assets
from the time that the moratorium is granted until the end of the period, with limited exceptions. The suspension
of enforcement rights has no impact on the interest accruing on the creditors’ claims, but penalty clauses relating
to the secured claims (including clauses that trigger an increase in the interest rate) will have no effect for the
duration of the moratorium.
Conservatory attachments that existed prior to the opening of the judicial restructuring retain their conservatory
character, but the court may order their release, provided that such release does not have a material adverse
effect on the situation of the creditor concerned.
If receivables are pledged by the debtor in favor of a creditor prior to the opening of the judicial restructuring
proceedings, such pledge will not be affected by the moratorium (provided the receivables are pledged
specifically to that creditor from the moment the pledge is created), and the holder of such pledged receivables
is permitted to take enforcement measures against the estate of the initial counterparty of the debtor (e.g., the
debtor’s customers) during the moratorium. A pledge on financial instruments within the meaning of the
Belgian Financial Collateral Act (Wet Financiële Zekerheden/Loi sur les Sûretés Financières) can be enforced
notwithstanding the enforcement prohibition imposed by the moratorium, provided that the creditor seeking to
enforce the pledge can invoke a payment default. Enforcement of a pledge of shares remains possible, however,
even during judicial restructuring of the entity in which the pledged shares are held.
Personal guarantees granted by third parties in favor of the debtor’s creditors are not covered by the enforcement
prohibition imposed by the moratorium, nor are the debts payable by co-debtors, subject to certain exceptions or
qualifications in respect of guarantees granted by individuals. The moratorium also does not prevent the
voluntary payment by the debtor of claims covered by the moratorium, to the extent such payment is necessary
for the continuity of the enterprise, or the set-off between claims under the moratorium and closely related
claims that arise during the moratorium period.
Preserve the continuity of the company as a going concern
The restructuring procedure aims to preserve the continuity of a company as a going concern. During judicial
restructuring proceedings, the board of directors and management of the debtor continue to exercise their
management functions. However, upon request of the debtor or any other interested party and to the extent it is
deemed useful for reaching the aims of the restructuring, the court may appoint, in its decision to open the
judicial restructuring procedure or at any other point in time during the course of the procedure, a judicial
administrator (gerechtsmandataris/mandataire de justice) to assist the debtor during the moratorium. The court
may also appoint a judicial administrator, upon request of any interested party or the public prosecutor, in the
event of manifestly grave shortcomings or bad faith of the debtor or any of its corporate bodies, to either
exercise particular tasks indicated by the court, or to replace the debtor or any of its corporate bodies for the
duration of the moratorium. In addition, in the event of manifestly gross error or manifest bad faith, a temporary
director (voorlopig bestuurder/administrateur provisoire) may be appointed.
The initiation of the judicial restructuring proceedings does not terminate any contracts, and contractual
provisions which provide for the early termination or acceleration of the contract upon the initiation or approval
of a restructuring procedure, and certain contractual terms such as default interest, may not be enforceable
during such a procedure. Such enforcement prohibition applies, with a few exceptions, to close-out netting
provisions as well, if the judicial restructuring procedure affects (i) a corporate debtor which is not a public or
financial legal entity in the meaning of the Belgian Financial Collateral Act (Wet Financiële Zekerheden/Loi sur
les Sûretés Financières) or (ii) a public or financial legal entity but the creditor is not such an entity. The
Belgian law on judicial restructuring provides that a creditor may not terminate a contract on the basis of a
debtor’s default that occurred prior to the restructuring procedure if the debtor remedies such default within a
15-day period following the notification of such default.
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If a creditor continues to perform a contract despite the debtor’s judicial restructuring, its claims that come to
exist as a result thereof in the period following the judicial restructuring (such as, as a rule, interest payments)
will not be suspended and will be enforceable. In case of a subsequent bankruptcy, such claims will, subject to
certain conditions, have priority over the claims of unsecured creditors (and secured creditors, if the
continuation of the contract has contributed to the preservation of the secured assets). Claims for reimbursement
of principal would as a rule be suspended by the stay.
As an exception to the general rule of continuity of contracts, the debtor may cease performing a contract during
the restructuring proceedings, provided that the debtor notifies the creditor and that such default is necessary for
the debtor to be able to propose a restructuring plan to its creditors or to transfer all or part of the enterprise or
its assets. The exercise of this right does however not prevent the creditor from suspending in turn the
performance of its own obligations.
Three types of judicial restructuring: by amicable settlement, by collective agreement or by court ordered
transfer of enterprise
The stay of enforcement can result in: (a) an in-court amicable settlement with two or more creditors; (b) a
collective agreement among the creditors on a restructuring plan; or (c) a court-organized auction leading to the
transfer of part or all of the assets of the undertaking as a going concern to one or more third parties. The type of
restructuring may change during the proceedings and may also depend on the position of the court and all
parties involved.
(a) An in-court amicable settlement requires unanimity among the creditors concerned. The debtor may
petition the court to grant a grace period in respect of its payment obligations, e.g., in relation to interest
payments, pending the negotiation of the agreement.
(b) In the case of an amicable settlement, the parties to such amicable settlement will be bound by the terms
they have agreed. In the event of a later bankruptcy and if the amicable settlement would fall in the
hardening period, the creditors that agreed to the amicable settlement will to a large extent be protected
against avoidance by the bankruptcy trustee.
(c) In the case of a judicial restructuring by collective agreement, the creditors agree to a restructuring plan
during the restructuring procedure. The debtor must use the moratorium period to complete and finalize a
restructuring plan, with the assistance of the court appointed judicial administrator
(gerechtsmandataris/mandataire de justice), as the case may be.
Creditors with pre-existing claims, as well as any other interested party that claims to be a creditor, can
challenge the amounts and the ranking of the secured claims declared by the debtor at the beginning of the
restructuring proceedings (see above). The court can determine the disputed amounts and the ranking of
such claims on a preliminary basis for the purpose of the restructuring procedure, or definitively, on the
condition that it has jurisdiction in that respect but that the decision relating to the dispute cannot be taken
in a sufficiently short time frame. In addition, the court can, upon joint request by the debtor and the
creditor, change the amount and the ranking of the claim initially declared by the debtor at the latest 15
days before the date on which the creditors will vote on the reorganization plan. If a creditor has not
challenged the amount and the ranking of its claim at least 14 days in advance of the date on which the
creditors will vote on the approval of the collective restructuring plan, the amount of its claim will remain
unchanged for voting purposes as well as for the purposes of the reorganization plan.
The restructuring plan may provide a broad range of measures, including, without limitation, (i) a
rescheduling of debts, (ii) partial or total debt waivers (principal sum and/or interest), (iii) the conversion
of debt into equity, and (iv) a differentiated treatment for certain categories of claims (e.g., based on nature
or size), be it subject to certain limitations (such as, most notably, that except in specifically reasoned and
compelling circumstances related to the preservation of the continuity of the enterprise, each creditor must
be paid at least 15% of its claim and institutional creditors having a general privilege must be treated on
the same footing as the creditors recovering the highest percentage of their claims). The plan cannot
impose any of these measures to secured creditors unless they individually agree to it, except for the
temporary suspension of their claims (which can be imposed on them).
The restructuring plan must be filed with the clerk’s office of the court at least 20 days in advance of the
date on which the creditors will vote on the approval of the restructuring plan. The restructuring plan must
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be approved by the majority of the creditors participating in the vote (including the secured creditors) and
such majority must represent at least half of the outstanding debt in principal sum. The court must
thereafter ratify the plan, and may refuse to do so if the conditions of the Continuity Act were not met, or if
the proposed restructuring plan violates public policy. Some courts have recently taken an increasingly
progressive approach and have refused to ratify a collective restructuring plan if the differentiated
treatment of creditors is not reasonably justified or if it is not proportionate to the aim of preserving the
company’s continuity.
The performance period of the plan may extend to five years from the date of court approval. The court-
approved restructuring plan is binding for all creditors in the stay of enforcement, including those who
voted against the plan or did not vote and whether secured or not. The plan cannot suspend the
enforcement rights of secured creditors for a period in excess of 24 months (extendable by 12 months if the
debtor can prove that it will be able to fully reimburse the secured creditors) from the initial filing for
judicial restructuring, and the debtor must continue to pay interest on the secured obligations during the
period of the restructuring plan.
(d) A debtor (and, in certain circumstances, the public prosecutor, a creditor or a party who has an interest in
acquiring the debtor’s enterprise) also has the possibility to file for a judicial restructuring with the
objective to transfer part or all of the assets (but not its liabilities) to an acquirer.
The court-ordered transfer will be organized by one or more court-appointed experts
(gerechtsmandataris/mandataire de justice), who will advertise the sale, solicit bids from interest parties
and ultimately make a recommendation to the court for a decision. Any public sale of movable goods will
be handled by a court-appointed bailiff. If there is real property to be sold, this will be handled by a court-
appointed notary public.
The judicial expert leading the auction has no obligations as to a minimum sales price, except that the price
that is offered by a purchaser must be at least equal to or higher than the price that supposedly would have
been obtained in a forced liquidation pursuant to a bankruptcy order. The judicial expert does not have to
consult an expert to confirm that the sales price is reasonable. Consequently, this procedure could result in
the sale of certain assets for less than their going concern value.
The assets will (subject to certain exceptions applying to foreign security) be transferred free from any
existing security, and the liabilities will remain with the debtor. The proceeds of the sale of the pledged
assets will be paid in priority to the relevant secured creditors.
Bankruptcy under the Bankruptcy Act of August 8, 1997
General
Bankruptcy proceedings may be initiated by the debtor, by unpaid creditors or upon the initiative of the Public
Prosecutor’s office, by the provisional administrator of the debtor’s assets, by the liquidator of the debtor’s
assets or by the liquidator of ‘main insolvency proceedings’ opened in another EU member state (other than
Denmark) in accordance with the EU Insolvency Regulation. Once the court ascertains that the requirements for
bankruptcy are met, the court will establish a date by which all creditors’ claims must be submitted to the court
for verification.
Conditions for a bankruptcy order (aangifte van faillissement/déclaration de faillite) are that the debtor must be
in a situation of cessation of payments (staking van betaling/cessation de paiements) and be unable to obtain
further credit (wiens krediet geschokt is/ébranlement du crédit). Cessation of payments is generally considered
as the inability of the debtor to pay its debts as they fall due. Such situation must be persistent and not merely
temporary.
Note that a company will not be automatically bankrupt by the mere fact of being in a state of bankruptcy, but
will need to be declared bankrupt by the competent bankruptcy court (i.e., the commercial court of the
company’s registered seat).
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Management and liquidation of the bankrupt estate by the bankruptcy trustee
Unlike in judicial restructuring proceedings, in bankruptcy the debtor loses all authority and decision rights
concerning the management of the bankrupt business. The bankruptcy trustee (curator/curateur), appointed by
the court, becomes responsible for the operation of the business and implements the sale of the debtor’s assets,
the distribution of the sale proceeds to creditors and the liquidation of the debtor. The rights of creditors in the
process are limited to being informed of the course of the bankruptcy proceedings on a regular basis by the
trustee. Creditors may oppose the sale of assets by bringing an action before the court, or may request the
temporary continued operation of the business.
The trustee must decide whether or not to temporarily continue performance under ongoing contracts (i.e.,
contracts existing before the bankruptcy order). The trustee may elect to continue the business of the debtor,
provided the trustee obtains the authorization of the court and such continuation does not cause any prejudice to
the creditors. However, two exceptions apply:
the parties to an agreement may contractually agree that the occurrence of a bankruptcy constitutes an
early termination or acceleration event; and
intuitu personae contracts (i.e., contracts whereby the identity of the other party constitutes an
essential element upon the signing of the contract) are automatically terminated as of the bankruptcy
judgment since the debtor is no longer responsible for the management of the company.
The bankruptcy trustee may elect not to perform the obligations of the bankrupt party which are still to be
performed after the bankruptcy under any agreement validly entered into by the bankrupt party prior to the
bankruptcy if such decision is necessary for the management and the liquidation of the bankrupt estate. The
counterparty to an ongoing contract may summon the trustee to take a decision within 15 days. If no extension
of the 15 days term is agreed upon or if the received does not take any decision, the ongoing contract is
presumed to be terminated after the expiration of the 15 days term. The counterparty to that agreement may
make a claim for damages in the bankruptcy and such claim will rank pari passu with claims of all other
unsecured creditors and/or seek a court order to have the relevant contract dissolved. The counterparty may not
seek injunctive relief or require specific performance of the contract.
Various transactions entered into by the debtor prior to its bankruptcy may be held ineffective if entered into
with fraudulent intent or if entered into or granted within specified hardening periods in advance of a bankruptcy
event (see “Risk Factors—Belgian insolvency laws may not be as favorable as insolvency laws in other
jurisdictions”).
Suspension of creditor’s enforcement rights
As a general rule, the enforcement rights of individual creditors are suspended upon the rendering of the court
order opening bankruptcy proceedings, and after such order is made, only the bankruptcy trustee may proceed
against the debtor and liquidate its assets. However, such suspension does not apply to a pledge of financial
instruments or cash held on account, falling with the scope of the Belgian Financial Collateral Act, provided that
the creditor seeking to enforce the pledge can invoke a payment default.
For creditors with claims secured by movable assets (such as pledgees), such suspension would normally be
limited to the period required for the verification of the claims. At the request of the bankruptcy trustee, the
suspension period may be extended for up to one year from the bankruptcy judgment. Such extension requires a
specific order of the court which can only be made if the further suspension will allow for a realization of the
assets in the interest of all creditors without prejudicing the secured creditors and provided that those secured
creditors have been given the opportunity to be heard by the court.
For creditors with claims secured by immovable assets (such as mortgagees), the intervention of the bankruptcy
trustee is necessary to pursue the sale of the assets. The trustee will do so upon an order of the court, given
either at its request or at the request of a mortgagee. A first-ranking mortgagee will generally be entitled to
pursue the enforcement of its mortgage as soon as the report of claims has been finalized; the court may suspend
such enforcement for a period of not more than one year from the date of the bankruptcy if the suspension will
allow for a realization of the assets in the interest of all creditors without prejudicing the first-ranking mortgagee
and provided that the first-ranking mortgagee has been given the opportunity to be heard by the court.
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If a security, such as a pledge, has been granted over assets that, at the time of opening of an insolvency
proceeding, are located in another EU Member State, the rights the creditor has under such security shall, in
accordance with the Insolvency Regulation, not be affected by the opening of such insolvency proceedings.
As from the date of the bankruptcy judgment, no further interest accrues against the bankrupt debtor on its
unsecured debt, or debts secured by a general privilege, such as tax administration or social security. However,
all interest on debt secured by a pledge, mortgage or by a general privilege on a specific asset continues to
accrue until the date of actual and full payment.
Ranking of claims
The debts of the bankrupt estate generally will be ranked as to priority on the basis of complex rules. The
following is a general overview of such rules:
Estate debt: Costs and indebtedness incurred by the trustee during the bankruptcy proceedings, the
so-called ‘estate debts’, have a senior priority. In addition, if the trustee has contributed to the
realization and enforcement of secured assets, such costs will be paid to the trustee in priority out of
the proceeds of the realized assets before distributing the remainder to the secured creditors.
Security interests: Creditors that hold a security interest have a priority right over the secured asset
(whether by means of appropriation of the asset or on the proceeds upon realization).
Privileges: Creditors may have a particular privilege on certain or all assets (e.g., tax claims, claims
for social security premiums, etc.). Privileges on specific assets rank before privileges on all assets of
the debtor.
Pari passu: Once all estate debts and creditors having the benefit of security interests and privileges
have been satisfied, the proceeds of the remaining assets will be distributed by the trustee among the
unsecured creditors who rank pari passu (unless a creditor agreed to be subordinated).
Limitations on Enforcement of the Notes, the Guarantees and the Issuer Share Pledge
The grant of a guarantee or collateral by a Belgian Entity for the obligations of another group company must fall
within the grantor’s legal and corporate purpose and be for the own corporate benefit of the granting company.
If the granting of a guarantee or the creation of a security interest does not fall within the grantor’s corporate
purpose, then such guarantee or security interest could, upon certain conditions, be held null and void. The
assessment of whether or not the grant of a guarantee or security interest is in each of the Belgian guarantors’
own corporate interest, is largely dependent on factual considerations and is to be determined on a case-by-case
basis by the board of directors or manager(s) of each of the Belgian guarantors and to be reviewed ultimately on
a case-by-case basis by the competent courts. Consideration has to be given to any actual or real benefit that
such Belgian guarantor would derive from the transaction; this is particularly relevant for upstream or cross-
stream guarantees and security interests. It is generally considered by legal scholars that at least the following
principles apply to such evaluation: (i) the risk taken by the Belgian guarantor in issuing the guarantee must be
proportional to the direct and/or indirect benefit derived from the transaction; and (ii) the financial support
granted by a Belgian guarantor should not exceed its financial capabilities. The responsibility for such
assessment lies with the board of directors or manager(s) of the Belgian guarantors.
If the corporate benefit requirement is not met, the board of directors or manager(s) of the Belgian guarantor
may be held liable (i) by the company for negligence in the management of the company and (ii) by third parties
in tort. Moreover, the guarantee or security interest could be declared null and void and, under certain
circumstances, the creditor that benefits from the guarantee or security interest may also be held liable on the
basis of the principles of tort liability. Alternatively, the guarantee or security interest could be reduced to an
amount corresponding to the corporate benefit and, under certain circumstances, the creditor could be held liable
on the basis of the principles of tort liability for any guarantee amount in excess of such amount. These rules
have however seldom been tested under Belgian law, and there is only limited case law on this issue.
In order to enable Belgian subsidiaries to grant a guarantee or security interest to secure liabilities of a direct or
indirect parent or sister company without the risk of violating Belgian rules on corporate benefit, it is standard
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market practice for indentures, credit agreements, guarantees and security documents to contain so-called
“limitation language” in relation to subsidiaries incorporated or established in Belgium.
In particular, the amount of the guarantee of Sarens BE NV under the Notes shall be limited a maximum amount
equal to the greater of:
(i) an amount equal to 90% of Sarens BE NV’s Adjusted Net Assets as calculated on the basis of its most
recent audited annual financial statements at the time a demand is made; and
(ii) an amount equal to 90% of Sarens BE NV’s Adjusted Net Assets as calculated on the basis of its most
recent audited annual financial statements at the Issue Date.
For the purpose of the above guarantee limitation, “Adjusted Net Assets” means the aggregate of (i) the net
assets of Sarens BE NV (as determined in accordance with the Belgian Companies Code and applicable
accounting principles) and (ii) the aggregate amounts owing from it (whether or not due or payable and whether
in respect of financial indebtedness or otherwise) to any other member of the Group.
The burden of proof of the guarantee limitation for Sarens BE NV as described above shall bear on Sarens BE
NV. In order to avail itself of any such limitation, Sarens BE NV must provide a certificate of its auditor
confirming the amounts to which its guarantee is limited. Any guarantee granted by a Belgian guarantor shall be
further limited so as to avoid the guarantee constituting financial assistance, as prohibited under article 329 or
629, as the case may be, of the Belgian Company Code.
Financial Assistance
Any guarantees or security interest granted by a Belgian Guarantor which constitutes a breach of the provisions
on financial assistance as defined by article 329 and 629 of the Belgian Companies Code might not be
enforceable.
Security Agent and Parallel Debt
As there is no established concept of “trust” or “trustee” under the present Belgian legal system, the precise
nature, effect and enforceability of the duties, rights and powers of the Security Agent as agent or trustee for
noteholders with respect to certain Belgian law collateral (other than financial collateral subject to the Belgian
Financial Collateral Act, such as the Issuer Share Pledge) is debated under Belgian law. As a result, Belgian
courts may not recognize the effects of any trust provisions in relation to assets that are subject to the security
and located in Belgium and held by or granted to the Security Agent, meaning that the noteholders may have a
credit risk on the Security Agent.
The Indenture shall provide for the creation of a “parallel debt.” Pursuant to the parallel debt and subject to the
terms of the Indenture and to applicable law, the Trustee becomes the holder of a claim equal to the amounts
payable by the Issuer and the Guarantors to any secured creditor under or in relation to the Notes and the
Guarantees as and when those amounts are due. The pledge over the Issuer’s rights under the Notes Proceeds
Loan will secure the parallel debt and will not directly secure all the obligations under the Notes, the Guarantees
and the other indebtedness secured by that collateral. As a result, any noteholders that are not direct
beneficiaries of the pledge over the Issuer’s rights under the Notes Proceeds Loan will have a credit risk on the
Security Agent. The parallel debt procedure has not been tested under Belgian law, and there is no certainty that
it will eliminate or mitigate the risk of unenforceability posed by Belgian law. To the extent that the security
interests in the collateral created under the parallel debt structure are successfully challenged by other parties,
holders of the Notes will not receive any proceeds from an enforcement of the security interest in that collateral.
However, pledge agreements over financial collateral subject to the Belgian Financial Collateral Act (such as
the Issuer Share Pledge) may be entered into with a representative of noteholders having the right to enforce the
pledge on behalf of the noteholders, provided that the noteholders can be identified on enforcement.
Hardening Periods and Fraudulent Transfer
In the event that bankruptcy proceedings are governed by Belgian law, certain transactions may be declared
ineffective against third parties if concluded or performed by the debtor during the so-called “hardening period”.
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In principle, the cessation of payments (which constitutes a condition for filing for bankruptcy) is deemed to
have occurred as at the date of the bankruptcy order. The court issuing the bankruptcy order may determine,
based on serious and objective indications that the cessation of payments occurred on an earlier date. Such
earlier date may not be earlier than six months before the date of the bankruptcy order, except in the case where
the bankruptcy order relates to a company that was dissolved more than six months before the date of the
bankruptcy order in circumstances suggesting an intent to defraud its creditors, in which case the date of
cessation of payments may be determined as being the date of such decision to dissolve the company. The
period from the date of cessation of payments up to the declaration of bankruptcy is referred to as the
“hardening period” (verdachte periode/période suspecte).
The transactions entered into or performed during the hardening period which may be declared ineffective
against third parties include, among others, (i) gratuitous transactions entered into at an undervalue or on
extremely beneficial terms for the counterparty, (ii) payments for debts which are not due (iii) payments other
than in cash for debts due, and (iv) security provided for pre-existing debts.
The Belgian bankruptcy receiver may request the court to declare payments of a Belgian guarantor during the
hardening period for debts due ineffective against third parties, provided that it can be proven that the creditor
concerned was aware of the cessation of payment of the company. If the guarantee or security interests granted
by a Belgian guarantor were successfully held ineffective (based on the above), noteholders would cease to have
any claim in respect thereof and would be under an obligation to repay any amounts received pursuant to such
guarantee or the realization of the security. Finally, regardless of any declaration by the commercial court of a
hardening period, transactions of which it can be demonstrated that they have been entered into with fraudulent
prejudice to a third creditor, may be declared ineffective against third parties.
Recognition and enforcement
The granting of security interests over movable or immovable, tangible or intangible, assets may be subject to
validity and/or enforceability conditions. The breach of any of such conditions may render such security
interests invalid or unenforceable. The foreclosure of security interests may be subject to formalities (e.g.
judicial or non-judicial consent) and may be time consuming in the event that the foreclosure takes place under
judicial control or in the event of a legal dispute. Courts may condition the enforcement of a security interest
and/or guarantee upon the evidence that the creditor has a final and undisputed claim triggering the foreclosure
of the security interest and/or guarantee. Enforcement of security interests and/or guarantees may be hindered by
conflict of law and/or conflict of jurisdiction issues and may not breach any public policy provision and/or
mandatory legal provisions. Courts may require a sworn translation in French or Dutch of the English
documents which they may review.
European Union
Each of the Subsidiary Guarantors is incorporated under the laws of member states of the European Union.
Pursuant to the EU Insolvency Regulation, the court which shall have jurisdiction to open insolvency
proceedings in relation to a company is the court of the member state (other than Denmark) where the company
concerned has its “centre of main interests” (as that term is used in Article 3(1) of the EU Insolvency
Regulation). The determination of where any such company has its “centre of main interests” is a question of
fact on which the courts of the different member states may have differing and even conflicting views. To date,
no final decisions have been taken in cases that have been brought before the European Court of Justice in
relation to questions of interpretation or the effects of the EU Insolvency Regulation throughout the EU.
The term “centre of main interests” is not a static concept and may change from time to time. Although there is
a rebuttable presumption under Article 3(1) of the EU Insolvency Regulation that any such company has its
“centre of main interests” in the member state in which it has its registered office, Preamble 13 of the EU
Insolvency Regulation states that the “centre of main interests” of a debtor should correspond to the place where
the debtor conducts the administration of its interests on a regular basis and “is therefore ascertainable by third
parties”. In that respect, factors such as where board meetings are held, the location where the company
conducts the majority of its business and the location where the large majority of the company’s creditors are
established may all be relevant in the determination of the place where the company has its “centre of main
interests”.
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If the “centre of main interests” of a company is and will remain located in the state in which it has its registered
office, the main insolvency proceedings in respect of the company under the EU Insolvency Regulation would
be commenced in such jurisdiction and accordingly a court in such jurisdiction would be entitled to commence
the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation, with these
proceedings governed by the lex fori concursus, i.e., the local laws of the court opening such main insolvency
proceedings. Insolvency proceedings opened in one member state under the EU Insolvency Regulation are to be
recognized in the other member states (other than Denmark), although secondary proceedings may be opened in
another member state. If the “centre of main interests” of a debtor is in one member state (other than Denmark)
under Article 3(2) of the EU Insolvency Regulation, the courts of another member state (other than Denmark)
have jurisdiction to open “territorial proceedings” only in the event that such debtor has an “establishment” in
the territory of such other member state. The effects of those territorial proceedings are restricted to the assets of
the debtor situated in the territory of such other member state. If the company does not have an establishment in
any other member state, no court of any other member state has jurisdiction to open territorial proceedings in
respect of such company under the EU Insolvency Regulation.
Ireland
Pursuant to the EU Insolvency Regulation, the place of the registered office of a company is presumed to be its
“centre of main interests” in the absence of proof to the contrary. Certain of the Guarantors are incorporated
under the laws of Ireland. Therefore, any main insolvency proceedings in respect of any Irish Guarantor would
likely be commenced and conducted in accordance with the requirements of Irish insolvency laws. However,
pursuant to the EU Insolvency Regulation, where an Irish company conducts business in another member state
of the European Union, the jurisdiction of the Irish courts may be limited if the company’s centre of main
interests is found to be in another Member State. There are a number of factors that are taken into account to
ascertain the centre of main interests. The centre of main interests should correspond to the place where the
company conducts the administration of its interests on a regular basis and is therefore ascertainable by third
parties. The point at which the centre of main interests of a particular company falls to be determined is at the
time that the relevant insolvency proceedings are opened.
The following is a general discussion of insolvency proceedings and other matters governed by Irish law for
informational purposes only and does not address all the Irish legal considerations that may be relevant to
holders of the Notes.
Preferred Creditors under Irish Law
Under Section 285 of the Irish Companies Act 1963 (the “1963 Act”), in a winding-up of an Irish company
certain preferential debts are required to be paid in priority to all debts other than those secured by a fixed
charge.
Such preferential debts would comprise, among other things, any amounts owed in respect of local rates and
certain amounts owed to the Irish Revenue Commissioners for income/corporation/capital gains tax, VAT,
employee-related taxes, social security and pension scheme contributions and remuneration, salaries and wages
of employees and certain contractors and the expenses of liquidation.
In addition, there is a further limited category of super-preferential creditors which take priority, not only over
unsecured creditors and holders of floating security, but also over holders of fixed security. These super-
preferential claims include the remuneration, costs and expenses properly incurred by any examiner of the
company which may include any borrowings made by an examiner to fund the company’s requirements for the
duration of his appointment that have been approved by the Irish courts, (see “—Examinership” below) and any
capital gains tax payable on the disposition of an asset of the company by a liquidator, receiver or mortgagee in
possession.
Examinership
Examinership is a court procedure available under the Irish Companies (Amendment) Act 1990, as amended
(the “1990 Amendment Act”) to facilitate the survival of the whole or part of an Irish company or companies in
financial difficulties. In circumstances where an Irish company is or is likely to be unable to pay its debts, then
that company, the directors of that company, a contingent, prospective or actual creditor of that company, or
shareholders of that company holding, at the date of presentation of the petition, not less than one-tenth of the
voting share capital of that company are each entitled to petition the court for the appointment of an examiner to
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that company. Provided the company can demonstrate viability, and can satisfy certain tests, the Irish High
Court or, in the case of certain small companies, the Irish Circuit Court (each, a “Court”) appoints an
independent examiner whose function is to supervise the restructuring process.
Where the Court appoints an examiner to a company, it may, at the same or any time thereafter, make an order
appointing the examiner to be examiner for the purposes of the 1990 Amendment Act to a related company of
such company. Once confirmed by the Court the scheme is binding on the company and all its members and
creditors. During the protection period the day-to-day business of the company remains under the control of the
directors of the company, subject to certain rights of the examiner to apply to the Court. The examiner, once
appointed, has the power to set aside contracts and arrangements entered into by the company after this
appointment and, in certain circumstances, can avoid a negative pledge given by the company prior to this
appointment. Furthermore, the examiner may sell assets of the company which are the subject of security.
Where such assets are the subject of a fixed security interest, the examiner must account to the holders of the
fixed security interest for the amount realized and discharge the amount due to the holders of the fixed security
interest out of the proceeds of the sale.
During the period of protection, the examiner will formulate proposals for a compromise or scheme of
arrangement to assist the survival of the company, or of a related company, or both, and the whole or any part of
its or their undertaking as a going concern. A scheme of arrangement may be approved by the Court when at
least one class of creditors who would be adversely affected by the scheme of arrangement has voted in favor of
the proposals and the Court is satisfied that such proposals are (i) fair and equitable in relation to any class of
members or creditors who have not accepted the proposals and whose interests would be impaired by
implementation of the scheme of arrangement and (ii) not unfairly prejudicial to the interests of any interested
party.
For as long as a company is under the protection of the Court, no attachment, sequestration, distress or execution
shall be put into force against the property or effects of the relevant company except with the consent of the
examiner. In addition, no proceedings of any sort may be commenced against a guarantor or any other person
liable to pay all or any part of the debts of the company under protection in respect of the debts of that company.
This moratorium under the 1990 Amendment Act runs for an initial period of 70 days from the date of the
presentation of the petition to the court for the appointment of the examiner. An extension of up to 30 days can
be granted on application to the court by the examiner and the period may be further extended by the court for
such period as the court considers necessary to decide whether or not to confirm the proposals.
Primary Risks for Holders of Additional Notes in an Examinership
The primary risks to the holders of the Additional Notes, under the laws of Ireland, if an examiner were
appointed to an Irish Guarantor and/or to a company related to such an Irish company and where any amounts
due under the Additional Notes were unpaid, are as follows:
(a) there may be a delay in enforcing the payment obligations of an Irish Guarantor of the Additional
Notes and of any payment obligations contained in a guarantee given by any other related company
subject to the examinership proceedings;
(b) the potential for a compromise or scheme of arrangement being approved involving the writing down
or rescheduling of the debt due by an Irish Guarantor to the holders of the Additional Notes;
(c) the potential for a compromise or scheme of arrangement being approved involving the writing down
or rescheduling of any payment obligations owed to the holders of the Additional Notes by a
company related to such an Irish Guarantor;
(d) the potential for the examiner to seek to set aside any negative pledge prohibiting the creation of
security or the incurring of borrowings by the Irish Guarantor to enable the examiner to borrow to
fund the guarantor during the protection period; and
(e) in the event that a scheme of arrangement is not approved in respect of an Irish Guarantor of the
Additional Notes and the guarantor subsequently goes into liquidation, the examiner’s remuneration
and expenses (including certain borrowings incurred by the examiner on behalf of the guarantor and
approved by the Court) will take priority over the moneys and liabilities which from time to time are
or may become due, owing or payable by it to the holders of the Additional Notes.
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Challenges to a Guarantee
The following potential grounds for challenge may apply to guarantees:
If an Irish Guarantor becomes subject to an Irish law insolvency proceeding and that company has obligations to
creditors that are treated under Irish law as senior relative to the company’s obligations to the noteholders, the
noteholders may suffer losses as a result of their subordinated status during such insolvency proceeding.
The validity and enforceability of a guarantee may be contested on the basis of an ultra vires claim. It is
important in this regard that any Guarantor incorporated under the laws of Ireland has sufficient powers in its
Memorandum of Association to give guarantees and indemnities.
There is a risk that the Guarantees may be challenged as unenforceable on the basis that there is an absence of
corporate benefit on the part of an Irish Guarantor or that it is not for the purpose of carrying on the business of
the Irish Guarantor.
The directors’ primary duty is to act in the best interests of their own company and not in the interest of the
group as a whole. Nevertheless, it is often to the advantage of one company to support other members of the
group and the Irish courts have held that corporate benefit may be established where the benefit flows to the
group generally rather than specifically to the relevant Irish Guarantor.
Subject to certain exceptions, under Section 60 of the 1963 Act, it is unlawful for an Irish company to give,
whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise,
any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made
by any person or for any shares in the company or its holding company.
The Netherlands
Limitation on Enforcement
If a Dutch company grants a guarantee and that guarantee is not in the company’s corporate interest, the
guarantee may be nullified by the Dutch company, its receiver (curator) in bankruptcy (faillissement) and its
administrator (bewindvoerder) in moratorium of payment proceedings (surseance van betaling) or otherwise
and, as a consequence, not be valid, binding and enforceable against it. In determining whether the granting of a
guarantee is in the interest of a Dutch company, Dutch courts would not only consider the text of the objects
clause in the articles of association (statuten) of the company but all relevant circumstances, including (i)
whether the company irrespective of the wording of the objects clause derives certain commercial benefits from
the transaction in respect of which the guarantee was granted and (ii) the balance between the risk that the
company is assuming and the benefit it derives from such transaction. In addition, if it is determined that there
are no, or insufficient, commercial benefits from the transactions for the company that grants the guarantee, then
such company (and any bankruptcy receiver) may challenge the enforcement of the guarantee, and it is possible
that such challenge would be successful. Such benefit may, according to Dutch case law, consist of an indirect
benefit derived by the company as a consequence of the interdependence of such company with the group of
companies to which it belongs. In addition, it is relevant whether, as a consequence of the granting of the
guarantee, the continuity of such company would foreseeably be endangered by the granting of such guarantee.
It remains possible that even if such strong financial and commercial interdependence exists, the transaction
may be declared void if it appears that the granting of the guarantee cannot serve the realization of the relevant
company’s objects or where it is determined that there is a material imbalance to the disadvantage of the
company between the commercial benefit on the one hand and the risks on the other hand. The above also
applies with respect to any security interest granted or other legal act entered into by a Dutch company.
In addition, a guarantee issued by a Dutch company may be suspended or avoided by the Enterprise Chamber of
the Court of Appeal in Amsterdam (Ondernemingskamer van het Gerechtshof te Amsterdam) on the motion of
the holder or holders of 10% or more of the shares in such company, as well as on the motion of a trade union
and of other entities entitled thereto in the articles of association of the relevant Dutch company. Likewise, the
guarantee itself may be upheld by the Enterprise Chamber, yet actual payment under it may be suspended or
avoided.
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Fraudulent Transfer
To the extent that Dutch law applies, a guarantee granted by a legal entity may, under certain circumstances, be
nullified by any of its creditors, if (i) the guarantee was granted without prior existing legal obligation to do so
(onverplicht), (ii) the creditor concerned was prejudiced as a consequence of the guarantee and (iii) at the time
the guarantee was granted both the legal entity and, unless the guarantee was granted for no consideration (om
niet), the beneficiary of the guarantee knew or should have known that one or more of the entities’ creditors
(existing or future) would be prejudiced (action pauliana). Also to the extent that Dutch insolvency law applies,
a guarantee may be nullified by the bankruptcy receiver on behalf of and for the benefit of all creditors of the
insolvent debtor, and in such case the beneficiary of the guarantee is presumed (subject to evidence to the
contrary) to have known that creditors of the debtor would be prejudiced if the bankruptcy follows within a year
of the granting and for no consideration. The foregoing requirements apply mutatis mutandis for such actions. In
addition, the bankruptcy receiver may challenge the guarantee if it was granted on the basis of a prior existing
legal obligation to do so (verplichte rechtshandeling), if (i) the guarantee was granted at a time that the
beneficiary of such guarantee knew that a request for bankruptcy had been filed or (ii) if such guarantee was
granted as a result of deliberation between the debtor and the beneficiary of such guarantee with a view to give
preference to the beneficiary over the debtor’s other creditors. Consequently, the validity of any guarantees
granted by a Dutch legal entity may be challenged and it is possible that such challenge would be successful.
Insolvency
One of the Subsidiary Guarantors is incorporated in the Netherlands. Any insolvency proceedings concerning
any of such Guarantor’s guarantee would likely be based on Dutch insolvency law. Under certain circumstances,
bankruptcy proceedings may also be opened in The Netherlands in accordance with Dutch law over the assets of
companies that are not established under Dutch law.
The following is a brief description of certain aspects of Dutch insolvency law. There are two primary
insolvency regimes under Dutch law: the first, moratorium of payments (surseance van betaling), is intended to
facilitate the reorganization of a debtor’s indebtedness and enable the debtor to continue as a going concern. The
second, bankruptcy (faillissement), is primarily designed to liquidate assets and distribute the proceeds of the
assets of a debtor to its creditors. Both insolvency regimes are set forth in the Dutch Bankruptcy Act. In
practice, a suspension of payments often results in bankruptcy. A general description of the principles of both
insolvency regimes is set out below.
An application for a moratorium of payments can only be made by the debtor itself. Once the request for a
moratorium of payments is filed, a court will immediately (dadelijk) grant a provisional moratorium and appoint
an administrator (bewindvoerder). A meeting of creditors is required to decide on the definitive moratorium. If a
draft composition (ontwerp akkoord) is filed simultaneously with the application for moratorium of payments,
the court can order that the composition will be processed before a decision about a definitive moratorium. If the
composition is accepted and subsequently ratified by the court (gehomologeerd), the provisional moratorium
ends. The definitive moratorium will generally be granted unless a qualified minority (more than one-quarter in
amount of claims held by creditors represented at the creditors’ meeting or more than one-third in number of
creditors represented at such creditors’ meeting) of the unsecured non-preferential creditors withholds its
consent. The moratorium of payments is only effective with regard to unsecured non-preferential creditors.
Unlike Chapter 11 proceedings under US bankruptcy law, during which both secured and unsecured creditors
are generally barred from seeking to recover on their claims during a moratorium of payments, under Dutch law,
secured and preferential creditors (including tax and social security authorities) may enforce their rights against
assets of the company in moratorium of payments to satisfy their claims as if there were no moratorium of
payments. A recovery under Dutch law could, therefore, involve a sale of assets that does not reflect the going
concern value of the debtor. However, the court may order a ‘‘cooling down period’’ (afkoelingsperiode) for a
maximum period of four months during which enforcement actions by secured or preferential creditors are
barred. Also in a definitive moratorium of payments, a composition (akkoord) may be offered to creditors. A
composition will be binding on all unsecured and non-preferential creditors if it is approved by (i) a majority in
number of the creditors represented at the creditors’ meeting, representing at least 50% in amount of the claims
that are admitted for voting purposes and (ii) subsequently ratified (gehomologeerd) by the court.
Consequently, Dutch insolvency laws could preclude or inhibit the ability of the noteholders to effect a
restructuring and could reduce the recovery of a holder of Notes in Dutch moratorium of payments proceedings.
Interest payments that fall due after the date on which a moratorium of payments is granted cannot be claimed in
a composition.
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Under Dutch law, a debtor can be declared bankrupt when it is no longer able to pay its debts when due. The
bankruptcy can be requested by a creditor of a claim that is due and payable but left unpaid when there is at least
one other creditor. The debtor can also request the application of bankruptcy proceedings itself.
Under Dutch bankruptcy proceedings, the assets of a debtor are generally liquidated and the proceeds distributed
to the debtor’s creditors in accordance with the respective rank and priority of their claims. The general
principle of Dutch bankruptcy law is the so-called paritas creditorum (principle of equal treatment) which
means that all creditors have an equal right to payment and that the proceeds of bankruptcy proceedings shall be
distributed in proportion to the size of their claims.
However, certain creditors (such as secured creditors and tax and social security authorities) will have special
rights that take priority over the rights of other creditors. Consequently, Dutch insolvency laws could reduce
your potential recovery in Dutch bankruptcy proceedings.
The claim of a creditor may be limited depending on the date the claim becomes due and payable in accordance
with its terms. Generally, claims of the noteholders that were not due and payable by their terms on the date of a
bankruptcy of the Dutch Subsidiary Guarantor will be accelerated and become due and payable as of that date.
Each of these claims will have to be submitted to the bankruptcy receiver to be verified. ‘‘Verification’’ under
Dutch law means that the receiver determines the value of the claim and whether and to what extent it will be
admitted in the bankruptcy proceedings to the purpose of the distribution of the proceeds. The valuation of
claims that otherwise would not have been payable at the time of the bankruptcy proceedings may be based on a
net present value analysis. Interest payments that fall due after the date of the bankruptcy cannot be verified.
The existence, value and ranking of any claims submitted by the noteholders may be challenged in the Dutch
bankruptcy proceedings. Generally, in a creditors’ meeting (verificatievergadering), the bankruptcy receiver, the
insolvent debtor and all verified creditors may dispute the verification of claims of other creditors.
Creditors whose claims or value thereof are disputed in the creditors’ meeting may be referred to separate court
proceedings (renvooiprocedure). These procedures could cause noteholders to recover less than the principal
amount of their Notes or less than they could recover in a U.S. liquidation. Such renvooi proceedings could also
cause payments to the noteholders to be delayed compared with holders of undisputed claims. As in moratorium
of payments proceedings, in a bankruptcy a composition may be offered to creditors, which shall be binding on
unsecured non-preferential creditors if it is approved by (i) a majority in number of the creditors represented at
the creditors’ meeting, representing at least 50% in amount of the claims that are admitted for voting purposes
and (ii) subsequently confirmed by the court. The Dutch Bankruptcy Act does not in itself recognize the concept
of classes of creditors. Remaining amounts, if any, after satisfaction of the secured and the preferential creditors
are distributed among the unsecured non-preferential creditors, who will be satisfied on a pro rata basis.
Contractual subordination may to a certain extent be given effect in Dutch insolvency proceedings. The actual
effect depends largely on the way such subordination is construed.
Secured or preferential creditors may (including tax and social security authorities) enforce their rights against
assets of the debtor to satisfy their claims under a Dutch bankruptcy as if there is no bankruptcy. As in
moratorium of payments proceedings, the court may order a ‘‘cooling down period’’ for a maximum of four
months during which enforcement actions by secured or preferential creditors are barred unless such creditors
have obtained leave for enforcement from the supervisory judge (rechter-commissaris). Further, a receiver in
bankruptcy can force a secured creditor to enforce its security interest within a reasonable period of time, failing
which the receiver will be entitled to sell the secured assets, if any, and the secured creditor will have to share in
the bankruptcy costs, which may be significant. Excess proceeds of enforcement must be returned to the
bankrupt estate; they may not be set-off against an unsecured claim of the secured creditor in the bankruptcy.
Such set-off is allowed prior to the bankruptcy, although a set-off prior to bankruptcy may be subject to
clawback in the case of fraudulent conveyance or bad faith in obtaining the claim used for set-off. Moreover, to
the extent that Dutch law applies, a legal act performed by a debtor (including, without limitation, an agreement
pursuant to which it guarantees the performance of the obligations of a third party or agrees to provide or
provides security for any of its or a third party’s obligations, enters into additional agreements benefiting from
existing security and any other legal act having a similar effect) can be challenged in an insolvency proceeding
or otherwise and may be nullified by any of its creditors or its trustee in bankruptcy. See ‘‘Fraudulent Transfer’’
above.
Under Dutch law, as soon as a debtor is declared bankrupt, in principle all pending executions of judgments
against such debtor, as well as all attachments on the debtor’s assets (other than with respect to secured creditors
and certain other creditors, as described above), will be terminated by operation of law. Simultaneously with the
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opening of the bankruptcy, a Dutch receiver will be appointed. The proceeds resulting from the liquidation of
the bankrupt estate may not be sufficient to satisfy unsecured creditors under the guarantees granted by an
insolvent guarantor after the secured and the preferential creditors have been satisfied. In principle, litigation
pending on the date of the bankruptcy order is automatically stayed.
United Kingdom
One of the Guarantors is incorporated in England and Wales, maintains its registered office in and conducts its
business and the administration of its interests on a regular basis in and from England and Wales (the “UK
Obligor”). On the basis of these factors, an English court may conclude that the UK Obligor has its “centre of
main interests,” within the meaning of the EU Insolvency Regulation, in England, and therefore insolvency
proceedings in England constituting “main insolvency proceedings” under article 3(1) of the EU Insolvency
Regulation may be commenced in respect of the UK Obligor. Such proceedings comprise, principally,
liquidation and administration.
Overview of U.K. Insolvency Proceedings
Liquidation
Priority of Claims in a UK Liquidation
Liquidation is a proceeding where the relevant company’s assets are sold, the proceeds distributed to creditors
and the company dissolved. Upon liquidation, the order of priorities is such that debts due by the UK Obligor to
any holders of fixed charges over UK assets are paid first out of the realization proceeds of assets subject to
such fixed charges (subject to the prior payment of the costs of preservation and realization of the fixed charge
assets). Where there are floating charges, liquidation expenses (discussed further below), preferential creditors,
and unsecured creditors to the extent of the “ring-fenced” fund (discussed further below) may (to the extent the
other assets of the UK Obligor are insufficient to discharge them) be paid out of the proceeds of realization of
assets subject to those floating charges in priority to payments to creditors secured by virtue of those floating
charges. Thereafter, any debts owing to holders of the floating charges would be paid to the extent they are
secured by that charge. The categories of preferential debts include certain amounts payable in respect of
occupational pension schemes relating to contributions due but unpaid and employee remuneration up to a
specified amount. A certain part of the net proceeds of the realization of the assets covered by a floating charge
(up to a maximum of £600,000) would be “ring-fenced” and made available pro rata to unsecured creditors.
Unsecured debts which are not preferential debts would be paid from the proceeds of realizations of unsecured
assets (if any) and, after the secured liabilities have been met, from the proceeds of realization of relevant
secured assets.
No security is proposed to be provided by the UK Obligor in favor of the Security Agent or the holders of the
Notes to secure the obligations of the UK Obligor, so any principal debt or guarantee obligation of the UK
Obligor will be unsecured.
Liquidation Expenses
The Insolvency Act 1986 (the “UK Insolvency Act”) broadly states that in a liquidation of a company, where
the assets available for payment of its general creditors (excluding any amount ring-fenced for unsecured debts
as described above) are not sufficient to meet the liquidation expenses, certain specified liquidation expenses
can be claimed out of the realization proceeds of assets subject to a floating charge and, for these purposes, rank
ahead of preferential debts and floating chargees’ claims. In the case of litigation expenses, this is subject to
rules restricting the application of this provision to certain litigation expenses approved by the floating chargee
and any preferential creditors or the court. Consequently, realizations by secured creditors upon the enforcement
of floating charges securing any principal or guarantee obligation to the noteholders could potentially be
reduced by the amount of any liquidation expenses. If any fixed security is validly created, any claims of
creditors holding such fixed security would rank ahead of any such liquidation expenses. The creditors holding
the security would though, pay the expenses of realizing their security directly to the liquidator or other person
(such as a receiver or security trustee) who disposed of the secured assets on their behalf.
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Administration
Administration is an insolvency procedure under the UK Insolvency Act pursuant to which a company may be
reorganized or its assets realized under the protection of a statutory moratorium. A company may be put into
administration either pursuant to a court order or via an out-of-court process. Broadly speaking (and subject to
specific conditions), a company can be placed into administration at the application of, among others, the UK
Obligor itself, its directors or one or more of its creditors (including contingent and prospective creditors). A
holder of a qualifying floating charge over the assets of the UK Obligor also has the right to appoint an
administrator. In addition, he has the right to intervene in an application made for administration proceeding by
another person by nominating an alternative administrator or, in certain very specific circumstances, by blocking
the appointment altogether by the appointment of an administrative receiver.
An administrator may only be appointed (either by a court or via the out-of-court process) if there is sufficient
evidence (which varies depending on whether the method of appointment) including that (a) the company
proposed to be the subject of the order is or is likely to become “unable to pay its debts” and (b) that the
administration is reasonably likely to achieve one of the statutory objectives of administration. Administration
proceedings are supposed to achieve one of three objectives that must be considered successively: rescuing the
company as a going concern or, if that is not reasonably practicable, achieving a better result for the company’s
creditors as a whole than if the company went into immediate liquidation or, if neither of those objectives is
reasonably practicable, and the interests of the creditors as a whole are not unnecessarily harmed thereby,
realizing property to make a distribution to secured or preferential creditors.
Broadly speaking, an interim moratorium comes into effect when an application for an administration order (in
the case of court appointment) or a notice of intention to appoint an administrator (in the case of an out of court
appointment) is made. At the commencement of the appointment of an administrator, a full statutory
moratorium applies Pursuant to both an interim and full moratorium of the UK Obligor, no creditor could take
any action against the UK Obligor, including, among other things, commencing a legal process against the UK
Obligor, winding up the UK Obligor or enforcing security or repossessing goods in the UK Obligor’s possession
under a hire purchase or similar agreement, without the permission of the court or (in the case of a full
moratorium) the consent of the administrator.
However, certain creditors of a company in administration may be able to realize their security over that
company’s property notwithstanding the statutory moratorium. This is by virtue of the disapplication of the
moratorium in relation to a “security financial collateral arrangement” (generally, cash or financial instruments
such as shares, bonds or tradable capital market debt instruments) under the Financial Collateral Arrangements
(No. 2) Regulations 2003.
Were the UK Obligor to enter administration, whilst any principal debt or guarantee obligation owed by it
would be accelerated or demanded, no meaningful enforcement action could be taken in respect of any failure to
pay.
Expenses of the administration
Broadly speaking, expenses that qualify as expenses of the administration (and which include, among others,
expenses properly incurred by the administrator in performing his functions in the administration and necessary
disbursements incurred in the course of the administration) enjoy priority status, in a similar way to liquidation
expenses (as described above) although the categories of expenses are slightly different. In particular, expenses
of the administration can be claimed out of the realization proceeds of assets subject to a floating charge and, for
these purposes and, to the extent the company’s other assets are insufficient to discharge them, rank ahead of
preferential debts and floating chargees’ claims.
Administration can be used as a proceeding in which to make distributions to creditors like a liquidation in
which case claims of creditors may be submitted to the administrator, although court approval generally will be
required before he can make a distribution to unsecured creditors. Time limits may be set for receipt and
processing of claims before interim dividends are paid.
Small Companies Moratorium
Certain “small companies” may, for the purposes of putting together proposals for a company voluntary
arrangement, seek court protection from their creditors by way of a “moratorium” for a period of up to 28 days,
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with the option for creditors to extend this protection for up to a further 2 months (although the Secretary of
State for Business, Enterprise and Regulatory Reform may, by order, extend or reduce the duration of either
period).
A “small company” is defined for these purposes by reference to whether the company meets certain tests
relating to a company’s balance sheet, total turnover and average number of employees in a particular period
(although the Secretary of State for Business, Enterprise and Regulatory Reform may, by order, modify the
moratorium eligibility qualifications and the definition of a “small company”).
During the period for which a moratorium is in force in relation to a small company, among other things, no
winding up may be commenced (except in very limited circumstances, for example where the UK Secretary of
State considers it to be in the public interest to do so) or administrator or administrative receiver appointed to
that company, no security created by that company over its property may be enforced (except (1) with the leave
of the Court or (2) in the case of existence of eligible financial collateral arrangements under the Financial
Collateral Arrangements (No 2) Regulations 2003 whereby the requirement to get a court order before enforcing
security over small companies will not apply), no other proceedings or legal process may be commenced or
continued in relation against that company (except with the leave of the Court) and the company’s ability to
make payments in respect of debts and liabilities existing at the date of the filing for the moratorium is curtailed.
Certain small companies may, however, be excluded from being eligible for a moratorium (although the
Secretary of State for Business, Enterprise and Regulatory Reform may, by regulations, modify such
exclusions). As the law currently stands, companies that on the date of filing are party to an agreement which is
or forms part of a capital market arrangement are excluded from being eligible for this small companies
moratorium.
Disposal of secured assets while subject to insolvency proceedings
If a company is the subject of (i) a statutory moratorium as a result of either entering administration or (ii) the
small companies moratorium, and either (x) the holder of security created by that company (other than financial
collateral as above described) consents or (y) if the court gives leave, the relevant company or its administrator
may dispose of the secured property as if it were not subject to the security. In addition an administrator can
dispose of assets subject to a floating charge without seeking the consent of the chargeholder or the leave of the
court.
Where the property in question is subject to a security which was created as a floating charge, the chargee will
have the same priority in respect of any property of the company directly or indirectly representing the property
disposed of as he would have had in respect of the property subject to the security. Where the security in
question is other than a floating charge, it shall be a condition of the chargee’s consent or the leave of the court
that the net proceeds of the disposal shall be applied towards discharging the sums secured by the security.
Possible challenges to guarantees
Vulnerable transactions
Under English insolvency law, a liquidator or administrator of a company would have certain powers to apply to
court to challenge transactions entered into by the UK Obligor if the UK Obligor is unable to pay its debts at the
time of the transaction or becomes unable to pay its debts as a result of the transaction. The UK Obligor will be
deemed to be unable to pay its debts if it is insolvent on a “cash flow” basis (i.e., unable to pay its debts as they
fall due), or if it is insolvent on a “balance sheet” basis (the value of the company’s assets is less than the
amount of its liabilities, taking into account contingent and prospective liabilities).
A transaction might be challenged as a transaction at an undervalue if it involved the UK Obligor making a gift
or otherwise entering into a transaction on terms that it received no consideration, or the UK Obligor received
significantly less value than under the transaction it gave in return. Where an undervalue transaction is proved,
the court has powers to make any order it thinks fit in order to restore the position to what it would have been
had the UK Obligor not entered into that transaction. A court should not intervene, however, if it is satisfied that
the UK Obligor entered into the transaction in good faith and for the purposes of carrying on its business and if,
at the time it did so, there were reasonable grounds for believing the transaction would benefit the UK Obligor.
The court can set aside transactions at an undervalue entered into by the UK Obligor within a period of two
years ending with the onset of its insolvency (as this date is more specifically defined in the UK Insolvency
Act). In principle, a Guarantee granted by the UK Obligor could be challenged as a transaction at an undervalue.
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A transaction might also be challenged as a preference where the UK Obligor has done something or suffered
something to be done which has the effect of putting a creditor, surety or guarantor in a better position than the
one that person would have been in the event of the UK Obligor going into insolvent liquidation. If a transaction
is found to have given a preference to a creditor, surety or guarantor of the company then the court may make
such order as it thinks fit for restoring the position to what it would have been if the company had not given that
preference. A court should not intervene however when the UK Obligor, in deciding to give the preference, was
not influenced by a desire to put the person who was given the preference in a better position in the event of
insolvent liquidation of the UK Obligor. If the preference is given to a person connected to the UK Obligor
(other than an employee), the court can look back and set aside those preferences entered into in the period of
two years ending with the date of the onset of the UK Obligor’s insolvency. If the person is not connected to the
UK Obligor, the court can only look back and set aside those preferences entered into in the period of six
months ending on the onset of the UK Obligor’s insolvency.
Further, an administrator or a liquidator can apply to court to set aside an extortionate credit transaction. The
court can review extortionate credit transactions entered into by the UK Obligor up to three years before the day
on which the UK Obligor entered into administration or went into liquidation. A transaction is “extortionate” if,
having regard to the risk accepted by the person providing the credit, the terms of it are (or were) such as to
require grossly exorbitant payments to be made (whether unconditionally or in certain contingencies) in respect
of the provision of the credit or it otherwise grossly contravened ordinary principles of fair dealing. If a
transaction entered into by the UK Obligor is found to be an extortionate credit transaction the court can make
one or more orders specified in the UK Insolvency Act, including an order setting aside the whole or any part of
any obligation created by the extortionate credit transaction, an order varying the terms of the extortionate credit
transaction or the terms on which any security for the extortionate credit transaction is held, or an order
requiring any person to pay to the administrator or liquidator any sums paid to that person, by virtue of the
extortionate credit transaction, by the UK Obligor.
The UK Insolvency Act provides that, in certain circumstances, a floating charge granted by a company during
the “relevant time” may be invalid in whole or in part if certain conditions are met. In the case of a floating
charge which is created in favor of a person that is not connected to the UK Obligor, the relevant time is deemed
to be the period of 12 months ending with the onset of the UK Obligor’s insolvency provided that at the time the
charge was granted the UK Obligor was unable to pay its debts or became unable to pay its debts as a result of
the transaction in respect of which the floating charge was granted. If the floating charge is created in favor of a
person connected to the UK Obligor, the relevant look back period is a period of two years ending with the onset
of insolvency.
As a result of the rights to challenge described above, in the event that the UK Obligor becomes unable to pay
its debts within a period of up to two years of the issuance of the Additional Notes (or three years if the
Additional Notes or any related transaction are found to be an extortionate credit transaction), an administrator
or liquidator is appointed and the conditions contemplated in the relevant legal provisions are met, the provision
of the relevant Guarantees and Collateral may be challenged by a liquidator or administrator, or a court may set
aside the granting of the Guarantees and Collateral as invalid.
Limitation on enforcement
The grant of a Guarantee by the UK Obligor in respect of the obligations of another group company must satisfy
certain legal requirements. More specifically, such a transaction must be allowed by the memorandum and
articles of association of the UK Obligor. To the extent that the above do not allow such an action, there is the
risk that the grant of the guarantee can be found to be void. Some comfort may be obtained for third parties if
they are dealing with the UK Obligor in good faith, however the relevant legislation is not without difficulties in
its interpretation. Further, corporate benefit must be established for the UK Obligor by virtue of entering into the
proposed transaction. Section 172 of the Companies Act 2006 provides that a director must act in the way that
he considers, in good faith, would be most likely to promote the success of the UK Obligor for the benefit of its
members as a whole. If the directors enter into a transaction where there is no or insufficient commercial
benefit, they may be found as abusing their powers as directors and such a transaction may be vulnerable to
being set aside by a court.
Transaction defrauding creditors
Under English insolvency law, where it can be shown that a transaction was at an undervalue and was made for
the purpose of putting assets beyond the reach of a person who is making, or may make, a claim against a
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company, or of otherwise prejudicing the interests of a person in relation to the claim which that person is
making or may make, the transaction may be set aside by the court as a transaction defrauding creditors. An
application to the court for an order to set aside the transaction may be made by an administrator, a liquidator
and, subject to certain conditions, the UK Financial Conduct Authority and the UK Pensions Regulator. In
addition, any person who is, or who is capable of being, prejudiced by the transaction may (with the leave of the
court in the case of a company in administration or liquidation) also bring an application to set aside such
transaction. The challenge must be made within 12 years (or in the case of claims for a sum of money, 6 years)
from the date that the cause of action arose. The relevant company does not need to be insolvent at the time of
the transaction. If the court determines that the transaction was a transaction defrauding creditors, the court can
make such orders as it thinks fit to restore the position to what it would have been if the transaction had not been
entered into and to protect the interests of the victims of the transaction. The relevant court order may affect the
property of, or impose any obligation on, any person, whether or not he is the person with whom the transaction
was entered into. However, such an order will not prejudice any interest in property which was acquired from a
person other than the debtor in good faith, for value and without notice of the relevant circumstances and will
not require a person who received a benefit from the transaction in good faith, for value and without notice of
the relevant circumstances, to pay any sum unless such person was a party to the transaction.
Post-petition interest
Any amount due under a guarantee given by the UK Obligor in respect of any period after the commencement
of administration or liquidation proceedings would only be recoverable from any surplus remaining to the UK
Obligor after the payment of all other debts proved in the proceedings (including accrued and unpaid interest on
such debts up to the date of the commencement of the proceedings).
Dispositions in Winding-up
Other than set out in this section, any disposition of the UK Obligor’s property made after a compulsory
winding-up has commenced is, unless the court orders otherwise, void. The compulsory winding-up of a
company is deemed to commence when a winding-up petition is presented by a creditor against the company,
rather than the date that court makes the winding-up order (if any). A disposition made: (a) by a secured party as
a result of the enforcement of security held by it; and (b) after the presentation of a winding-up petition, will not
be void merely because a winding-up petition has already been presented, as such a disposition would be made
by the secured party (or its nominee) and not by the company that is the subject of the winding-up petition.
Foreign currency
Where creditors of the UK Obligor are asked to submit formal proofs of claim for their debts, and the debt is
payable in a currency other than pounds sterling (such as any debt arising under the Additional Notes or any
guarantee thereof) the amount of the debt must be converted into pounds sterling at the “official exchange rate”
prevailing on the date the company went into liquidation or administration. This is the case regardless of any
contrary agreement between the parties. The “official exchange rate” for these purposes is the middle market
rate in the London Foreign Exchange Market at the close of business, as published for the date in question. In
the absence of any such published rate, foreign currency debts are converted into pounds sterling at such rate as
the court determines.
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PLAN OF DISTRIBUTION
We intend to offer the Notes through the Initial Purchasers. ING Bank N.V., London Branch, BNP Paribas,
Fortis SA/NV, KBC Bank NV, Bank Degroof NV and The Royal Bank of Scotland plc are the Initial
Purchasers.
Subject to the terms and conditions contained in the purchase agreement between the Issuer and the Initial
Purchasers dated January 28, 2015, the Issuer has agreed to sell to the Initial Purchasers and the Initial
Purchasers severally have agreed to purchase from the Issuer, all the Notes offered hereby. The purchase
agreement provides that the Initial Purchasers are obligated, severally and not jointly, to purchase all the Notes,
if any are purchased. In the event that an Initial Purchaser fails or refuses to purchase the Notes which it has
agreed to purchase, the purchase agreement provides that the purchase commitments of the other Initial
Purchasers may be increased or that the purchase agreement may be terminated.
The Initial Purchasers are offering the Notes, subject to prior sale, when, as and if issued to and accepted by
them, subject to approval of legal matters by their counsel, including the validity of the Notes, and other
conditions contained in the purchase agreement, such as the receipt by the Initial Purchasers of officer’s
certificates and customary legal opinions. The Initial Purchasers reserve the right to withdraw, cancel or modify
offers to investors and to reject orders in whole or in part.
The Initial Purchasers have advised us that they propose to offer the Notes initially at the offering price listed on
the cover page of this Listing Prospectus and may also offer the Notes to selling group members at the offering
price less a selling concession. After the initial offering, the offering price and other selling terms of the Notes
may be varied at any time without notice.
The Issuer has agreed to pay the Initial Purchasers certain customary fees for their services in connection with
the Offering and to reimburse them for certain out-of-pocket expenses. The Issuer has also agreed to indemnify
and hold harmless the Initial Purchasers against certain liabilities or to contribute to payments the Initial
Purchasers may be required to make in respect of those liabilities.
To the extent permitted by local law, the Initial Purchasers and the Issuer have agreed that commissions may be
offered to certain brokers, financial advisors and other intermediaries based upon the amount of investment in
the Notes purchased by such intermediary and/or its customers. Each customer of any intermediary is
responsible for determining for itself whether an investment in the Notes is consistent with its investment goals.
Notes are not Being Registered Under the US Securities Act
The Notes and the Guarantees have not been registered under the US Securities Act and may not be offered or
sold in the United States or to US persons unless the Notes and the Guarantees are registered under the US
Securities Act, or an exemption from the registration requirements of the US Securities Act is available.
Accordingly, each of the Initial Purchasers, severally and not jointly, has agreed that it will not offer or sell the
Notes except to persons other than “US persons” (as defined in Regulation S) outside the United States in
offshore transactions (as defined in Regulation S) in reliance on Regulation S.
In addition, until the expiration of 40 days after the commencement of this Offering, an offer or sale of the
Notes within the United States by a broker/dealer (whether or not participating in this offering) may violate the
registration requirements of the US Securities Act if such offer or sale is made otherwise than pursuant to an
exemption from registration under the US Securities Act. Resales of the Notes are restricted as described under
“Notice to Investors”.
Each purchaser of the Notes will be deemed to have made acknowledgments, representations and agreements as
described under “Notice to Investors”.
United Kingdom
Each of the Initial Purchasers, severally and not jointly, represented and warranted to us that:
(1) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or instrument to engage in investment activity (within the meaning of Section
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21 of the Financial Services and Markets Act 2000) received by it in connection with the issue or sale of
any Notes in circumstances in which Section 21(1) of the Financial Services and Markets Act 2000 does
not apply to the Issuer; and
(2) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act
2000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.
The Netherlands
Each Initial Purchaser has represented and agreed that any offers of Notes in the Netherlands will be made
exclusively to qualified investors (gekwalificeerde beleggers) as defined in the Dutch Financial Supervision Act
(Wet op het financieel toezicht).
No Sale of Similar Securities
The Issuer has agreed, subject to certain exceptions, that it or the Guarantors will not, directly or indirectly, offer
or sell any debt securities (other than the Notes) issued or guaranteed by the Issuer or any of the Guarantors
(having a term of more than one year) for a period of 60 days from the date of the Purchase Agreement without
first obtaining the written consent of the Initial Purchasers.
New Issue of Notes
The Notes are a new issue of securities with no established trading market. We have applied, through our listing
agent, to have the Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading
on the Euro MTF Market of that exchange, though we cannot assure you that the Notes will be approved for
listing or that such listing will be maintained. The Initial Purchasers have advised us that they presently intend to
make a market in the Notes after completion of this Offering. However, the Initial Purchasers are under no
obligation to do so and may discontinue any market-making activities at any time without notice. In addition,
any such market-making activity will be subject to the limits imposed by the US Securities Act and the US
Exchange Act.
Accordingly, we cannot assure you that any market for the Notes will develop, or that it will be liquid if it does
develop, or that you will be able to sell any Notes at a particular time or at a price which will be favorable to
you.
Price Stabilization and Short Positions
In connection with the offering, the Stabilization Manager (or persons acting on its behalf) may purchase and
sell Notes in the open market. These transactions may include over-allotment, stabilizing transactions, covering
transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short
position for the Initial Purchasers. Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Covering transactions involve purchases of the
Notes in the open market after the distribution has been completed in order to cover short position. Penalty bids
permit the Initial Purchasers to reclaim a selling concession from a broker/dealer when the Notes originally sold
by such broker/dealer are purchased in a stabilizing or covering transaction to cover short positions. These
transactions may be effected in the over-the-counter market or otherwise.
These activities may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price
of the Notes may be higher than the prices that otherwise might exist in the open market. Neither the Initial
Purchasers nor the Issuer make any representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the Notes. In addition, there is no obligation on
the Stabilizing Manager to engage in such transactions and neither the Initial Purchasers nor the Issuer make any
representation that the Stabilizing Manager will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice. Any stabilizing action, if commenced, must end no later
than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Notes.
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Initial Settlement
It is expected that delivery of the Notes will be made against payment therefor on or about the date specified in
the last paragraph of the cover page of this Listing Prospectus, which will be the seventh business day following
the date of pricing of the Notes (this settlement cycle being referred to as “T+7”).
Other Relationships
The Initial Purchasers and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing and brokerage activities. As such, the Initial
Purchasers or their respective affiliates have engaged in, and may in the future engage in, investment banking
and other commercial dealings in the ordinary course of business with us and our affiliates. They have received,
and expect to receive, customary fees and commissions for these transactions.
Certain affiliates of each of the Initial Purchasers are a lender and/or agent bank and/or security agent under the
Global Facilities Agreement and/or the EH Facility Agreement. The Initial Purchasers, or their affiliates, may
also act as counterparties in the hedging arrangements we expect to enter into in connection with the
Refinancing, and will receive customary fees for their services in such capacities. The terms and conditions of
any such other contractual arrangements may differ from the terms and conditions of the Notes.
In addition, in the ordinary course of their business activities, the Initial Purchasers and their affiliates may make
or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve securities and/or instruments of ours or our
affiliates. Certain of the Initial Purchasers or their affiliates that have a lending relationship with us routinely
hedge their credit exposure to us consistent with their customary risk management policies. Typically, such
Initial Purchasers and their affiliates would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the Notes offered hereby. Any such short positions could adversely affect future trading prices of the
Notes offered hereby. The Initial Purchasers and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
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NOTICE TO INVESTORS
You are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any of the
Notes offered hereby.
We have not registered and will not register the Notes or the Guarantees under the US Securities Act or any
state securities laws and, therefore, the Notes may not be offered, sold or otherwise transferred within the United
States or to, or for the account or benefit, of US persons (as defined in Regulation S under the US Securities
Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act.
Accordingly, we are offering and selling the Notes to the Initial Purchasers for reoffer and resale only outside
the United States in offshore transactions to non-US persons in accordance with Regulation S.
We use the terms “offshore transaction” and “United States” with the meanings given to them in Regulation S.
Each purchaser of Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to and
agreed with the Issuer and the Initial Purchasers as follows:
(a) You understand that the Notes are being offered in a transaction not involving any public offering in the
United States within the meaning of the US Securities Act, that the Notes and Guarantees have not been
and will not be registered under the US Securities Act and that if in the future you decide to offer, resell,
pledge or otherwise transfer any of the Notes, such Notes may be offered, resold, pledged or otherwise
transferred only outside the United States in a transaction complying with the provisions of Rule 904 of
Regulation S under the US Securities Act and in each case in compliance with the conditions for transfer
set out below.
(b) You are not our “affiliate” (as defined in Rule 144 under the US Securities Act), you are not acting on our
behalf and you are not a US person or purchasing for the account or benefit of a US person (other than a
distributor) and you are purchasing Notes in an offshore transaction in accordance with Regulation S.
(c) You acknowledge that none of the Issuer, the Guarantors, the Trustee, the Paying Agent, the Transfer
Agent, or the Initial Purchasers, or any person representing any of them, have made any representation to
you with respect to the offering or sale of any Notes, other than the information contained in this Listing
Prospectus, which Listing Prospectus has been delivered to you and upon which you are relying in making
its investment decision with respect to the Notes. You acknowledge that no person other than the Issuer
makes any representation or warranty as to the accuracy or completeness of this Listing Prospectus. You
have had access to such financial and other information concerning us, the Issuer and our subsidiaries and
the Notes as you have deemed necessary in connection with your decision to purchase any of the Notes,
including an opportunity to ask questions of, and request information from the Issuer and the Initial
Purchasers.
(d) You are purchasing the Notes for your own account, or for one or more investor accounts for which you
are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the US Securities Act or any state securities laws,
subject to any requirement of law that the disposition of your property or the property of such investor
account or accounts be at all times within your or their control and subject to your or their ability to resell
such Notes pursuant to Regulation S or any other exemption from registration available under the US
Securities Act.
Each purchaser acknowledged that each Note will contain a legend substantially in the following form:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE US
STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
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If you purchase Notes, you will also be deemed to acknowledge that the foregoing restrictions apply to
holders of beneficial interests in these Notes as well as to holders of these Notes.
(e) You agree that you will, and each subsequent holder is required to, give to each person to whom it
transfers the Notes notice of any restrictions on transfer of such Notes (if then applicable).
(f) You acknowledge that the Issuer will not be required to accept for registration or transfer any Notes
acquired by you except upon presentation of evidence satisfactory to the Issuer that the restrictions set
forth therein have been complied with.
(g) You acknowledge that the Issuer, the Initial Purchasers, the Trustee, the Transfer Agent, the Registrar and
others will rely upon the truth and accuracy of the foregoing acknowledgements, representations,
warranties and agreements and agree that if any of the acknowledgements, representations, warranties and
agreements you are deemed to have made by your purchase of the Notes is no longer accurate, you shall
promptly notify the Initial Purchasers. If you are acquiring any Notes as a fiduciary or agent for one or
more investor accounts, you represent that you have sole investment discretion with respect to each such
investor account and that you have full power to make the foregoing acknowledgements, representations
and agreements on behalf of each such investor account.
(h) You understand that no action has been taken in any jurisdiction (including the United States) by the
Issuer, any of the Guarantors or the Initial Purchasers that would result in a public offering of the Notes or
the possession, circulation or distribution of this Listing Prospectus or any other material relating to us or
the Notes in any jurisdiction where action for such purpose is required. Consequently, any transfer of the
Notes will be subject to the selling restrictions set forth under “Plan of Distribution”.
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LEGAL MATTERS
Certain legal advice for the Issuer and the Guarantors as to matters of US federal, New York, English and
Belgian law will be provided by Allen & Overy LLP. Certain legal advice for the Initial Purchasers as to matters
of US federal, New York, English and Belgian law, will be provided by Clifford Chance LLP.
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INDEPENDENT AUDITORS
The consolidated financial statements of the Group as at December 31, 2013 and 2012 and for each of the three
years in the period ended December 31, 2013, included in this Listing Prospectus, have been audited by KPMG
Bedrijfsrevisoren/Réviseurs d’Entreprises, independent auditors, as stated in their reports appearing herein.
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WHERE YOU CAN FIND MORE INFORMATION
Each purchaser of the Notes from the Initial Purchasers will be furnished with a copy of this Listing Prospectus
and any related amendments or supplements to this Listing Prospectus. Each person receiving this Listing
Prospectus and any related amendments or supplements to the Listing Prospectus acknowledges that:
(a) such person has been afforded an opportunity to request from us, and to review and has received, all
additional information considered by it to be necessary to verify the accuracy and completeness of the
information herein;
(b) such person has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with its investigation of the accuracy of such information or its investment decision; and
(c) except as provided pursuant to (a) above, no person has been authorized to give any information or to
make any representation concerning the Notes offered hereby other than those contained herein and, if
given or made, such other information or representation should not be relied upon as having been
authorized by us or the Initial Purchasers.
For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange for trading on the
Euro MTF Market and the rules of that exchange so require, copies of the organizational documents of the
Issuer and each Guarantor, the Indenture governing the Notes (which includes the Guarantees and the form of
the Notes) and our most recent consolidated financial statements published by us may be inspected and obtained
at the office of the listing agent. See “Listing and General Information”.
Pursuant to the Indenture governing the Notes and so long as the Notes are outstanding, we will furnish periodic
information to holders of the Notes. See “Description of the Notes—Reports”.
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer of the Notes is organized under the laws of Belgium. The Guarantors were incorporated in Belgium,
Ireland, the Netherlands, and the UK. The Indenture (including the Guarantees) and the Notes will be governed
by New York law. All of the directors and executive officers of the Issuer and each of the Guarantors are non-
residents of the United States. Since substantially all of the assets of the Issuer and each of the Guarantors, and
its and their directors and executive officers, are located outside the United States, any judgment obtained in the
United States against the Issuer or a Guarantor or any such other person, including judgments with respect to the
payment of principal, premium (if any) and interest on the Notes or any judgment of a US court predicated upon
civil liabilities under US federal or state securities laws, may not be collectible in the United States.
Furthermore, although the Issuer and each of the Guarantors will appoint an agent for service of process in the
United States and will submit to the jurisdiction of New York courts, in each case, in connection with any action
in relation to the Notes and the Indenture or under US securities laws, it may not be possible for investors to
effect service of process on us or on such other persons as mentioned above within the United States in any
action, including actions predicated upon the civil liability provisions of US federal securities laws.
If a judgment is obtained in a US court against the Issuer or a Guarantor, investors will need to enforce such
judgment in jurisdictions where the relevant company has assets. Even though the enforceability of US court
judgments in Belgium, England and Wales, Ireland and The Netherlands is described below, you should consult
with your own advisors in any pertinent jurisdictions as needed to enforce a judgment in those countries or
elsewhere outside the United States.
The statute of limitations applicable to payment of interest and repayment of principal under New York law is
six years. The following is a summary of certain enforcement of judgment considerations in the jurisdictions in
which the Issuer and the Company are organized.
Belgium
The US and Belgium do not have a treaty providing for the reciprocal recognition and enforcement of court
judgments in civil and commercial matters. Therefore, the enforcement in Belgium of a judgment obtained in
any US Federal or State court will be subject to Belgian rules of civil procedure and will only be granted
following formal ‘exequatur’ proceedings before a Belgian court in accordance with Articles 23 and 24 of the
Belgian Code of Private International Law (Wetboek van Internationaal Privaatrecht/Code de droit
international privé).
Pursuant to Article 24 of the Belgian Code of Private International Law, the following documents must be
produced in court by the claimant seeking enforcement:
an official copy of the judgment (uitgifte van de beslissing/expédition de la décision) fulfilling all
conditions required for its authentication under the applicable foreign law;
if obtained by default, an original or legalized copy of the document demonstrating that the originating
process has been served on the defendant in accordance with the applicable foreign law; and
any document demonstrating that, under the applicable foreign law, the judgment is enforceable and has
been notified to the defendant.
However, the court will refuse enforcement in the circumstances described in Article 25 of the Belgian Code of
International Private Law and notably, if, among other things:
the consequences of the enforcement of the judgment would be manifestly contrary to Belgian public
policy;
the rights of defense were not respected;
the jurisdiction of the foreign judge was based solely on the presence of the defendant or assets in such
state without any further connection with the litigation in such state;
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without prejudice to Article 23.4 of the Belgian Code of Private International Law, the judgment is not
final or does not meet the requirements of authenticity pursuant to the laws of the State where the
judgment was rendered or the applicable federal rules;
if in relation to matters for which parties cannot freely dispose of their rights, the decision has been sought
with the sole purpose of escaping from the application of the laws applicable in accordance with Belgian
conflict of law rules;
the decision is in conflict with either a decision rendered in Belgium or a decision previously rendered in
another state and such decision can be recognized in Belgium;
the claim was introduced before the courts of such state after a claim, which is still pending and relating to
the same matter and between the same parties, was introduced in a Belgian court;
the Belgian courts have exclusive jurisdiction in relation to the claim; or
the decision is in conflict with the rules on the recognition and enforcement of court decisions in relation to
insolvency proceedings.
Note that Belgian courts will not carry out a review on the merits of the foreign judgment for which enforcement
is sought.
England and Wales
The following discussion sets out the position with respect to the enforceability of certain US court judgments in
England and Wales and is based upon advice provided to us by our English counsel. The United States and the
United Kingdom do not have a treaty providing for the reciprocal recognition and enforcement of court
judgments in civil and commercial matters. A judgment rendered by any federal or state court in the United
States based on civil liability, whether or not predicated solely upon US federal securities law, would not be
directly enforceable in England and Wales but such judgment would be treated as constituting a cause of action
against the judgment debtor in England and Wales and could be sued on summarily in the English courts. The
English courts should enter judgment against the judgment debtor without re-examination of the merits of the
original matter decided by a US court provided:
the relevant US court had jurisdiction to give the judgment;
the judgment is final and conclusive on the merits and is for a definite sum of money (not being a
sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other
penalty or otherwise based on a US law that an English court considers to be a penal, revenue or
other public law);
the judgment is not for multiple damages (as defined by the Protection of Trading Interests Act
1980);
the enforcement of such judgment would not contravene public policy in England and Wales;
the enforcement of such judgment is not prohibited by statute (including, without limitation, if the
amount of the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum
assessed as compensation for the loss or damage sustained);
the English proceedings were commenced within six years after the date of the judgment;
before the date on which the U.S. court gave judgment, the issues in question had not been the subject
of a final judgment of an English court or of a court of another jurisdiction whose judgment is
enforceable in England; and
the judgment has not been obtained by fraud or in proceedings, which are in breach of the principles
of natural justice;
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It is uncertain whether an English court would impose liability on a judgment debtor in an action predicated
upon the US federal securities law brought in England and Wales.
If an English court gives judgment for the sum payable under a US judgment, the English judgment will be
enforceable by methods generally available to the English courts for this purpose. These methods generally
permit the court discretion to prescribe the manner of enforcement.
Ireland
As the United States is not a party to a convention with Ireland in respect of the enforcement of judgments,
common law rules apply in order to determine whether a judgment of the courts of the State of New York is
enforceable in Ireland. Awards of punitive damages in actions brought in the United States or elsewhere may
not be enforceable in Ireland. Judgments of the US courts will not be directly enforceable in Ireland and any
proceedings in respect of any action would need to be taken before the Irish courts. However, a judgment of a
US court may be recognized and enforced in Ireland without retrial or examination of the merits of the case,
provided that:
the US court was a court of competent jurisdiction;
the US judgment has not been obtained or alleged to have been obtained by fraud or trick;
the decision of the US court and the enforcement thereof was not and would not be contrary to
natural or constitutional justice under the laws of Ireland;
the US judgment and the enforcement thereof would not be contrary to public policy as understood
by the Irish courts or constitute the enforcement of a judgment of a penal or revenue (tax) nature;
the US judgment is final and conclusive and is for a debt or definite sum of money;
the procedural rules of the US courts and the Irish courts have been observed;
the judgment is not inconsistent with a judgment of the Irish courts in respect of the same matter; and
the Irish enforcement proceedings being commenced within six years from the date of the U.S.
judgment, or such other period as may be applicable pursuant to the Irish Statute of Limitations 1957
(as amended).
The Netherlands
Since there is no execution treaty on judgments in civil and commercial matters (other than arbitration awards)
between The Netherlands and the United States, New York or any other state of the United States, a judgment
obtained in any federal or state court in the United States is not recognized and cannot automatically be enforced
in the Netherlands, and must be re-litigated on its merits in the competent Dutch court. The Dutch court is in
principle free to assess if and to what extent effect must be given to a foreign judgment. Generally, foreign
judgments will be recognized if the following minimum requirements are met: (i) the foreign judge was
competent to hear the case on internationally generally accepted grounds, (ii) the foreign judgment was rendered
after proper service of process and using proper judicial procedure, (iii) the judgment is final and conclusive in
such a way that all appeals have been exhausted and no other remedy could be obtained from a competent
judicial body, and (iv) the foreign judgment does not violate the public order (openbare orde) of the
Netherlands.
Subject to the foregoing and service of process in accordance with applicable treaties, investors may be able to
enforce in the Netherlands judgments in civil and commercial matters obtained from US federal or state courts.
However, no assurance can be given that those judgments will be enforceable. In addition, it is doubtful whether
a Dutch court would accept jurisdiction and impose civil liability in an original action commenced in the
Netherlands and predicated solely upon US federal securities laws.
Any enforcement of agreements governed by foreign law and any foreign judgments in the Netherlands will be
subject to the rules of Dutch civil procedure. Judgments may be rendered in a foreign currency but enforcement
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is executed in euro at the applicable rate of exchange. Enforcement of obligations in the Netherlands will be
subject to the nature of the remedies available in the courts of the Netherlands. The taking of concurrent
proceedings in more than one jurisdiction may be disallowed by the courts of the Netherlands, but such courts
have the power to stay proceedings (aanhouden) if concurrent proceedings are being brought elsewhere.
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LISTING AND GENERAL INFORMATION
Listing
Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange
and admitted to trading on the Euro MTF Market thereof in accordance with the rules and regulations of such
exchange. All notices to holders of the Notes, including, but not limited to, notice of any optional redemption,
change of control or any change in the rate of interest payable on the Notes will be published in a Luxembourg
newspaper of general circulation (which is expected to be the Luxemburger Wort) or published on the
Luxembourg Stock Exchange official website (www.bourse.lu).
For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to
trading on the Euro MTF Market thereof, and the Rules and Regulations of the Luxembourg Stock Exchange so
require, copies of the following documents, including any future amendments, may be inspected and obtained
free of charge at the specified office of the listing agent during normal business hours on any business day:
the organizational documents of the Issuer and each of the Guarantors;
the financial statements included in this Listing Prospectus;
our most recent audited consolidated financial information, any quarterly financial information
published by us and the most recent annual audited unconsolidated financial information published
by the Issuer; and
the Indenture relating to the Notes (which includes the form of the Notes).
The Issuer will maintain a paying and transfer agent in Luxembourg for as long as any of the Notes are listed on
the Official List and admitted to trading on the Euro MTF Market and the Rules and Regulations so require. The
Issuer reserves the right to vary such appointment and it will publish notice of such change of appointment in a
newspaper of general circulation in a Luxembourg newspaper of general circulation (which is expected to be the
Luxemburger Wort) or published on the official website of the Luxembourg Stock Exchange (www.bourse.lu).
For the avoidance of doubt, any website referred to in this Listing Prospectus and the information on the
referenced website does not form part of this Listing Prospectus prepared in connection with the Offering.
Pursuant to Part 1, point 703 of the Rules and Regulations of the Luxembourg Stock Exchange, the Notes will
be freely transferable on the Luxembourg Stock Exchange.
Clearing Information
The Notes have been accepted for clearance and settlement through the facilities of the NBB-SSS. The Global
Note has a Common Code of 118145089 and an International Securities Identification Number (“ISIN”) of
BE6275588760.
Material Change
As at the date of this Listing Prospectus, the most recent audited consolidated annual financial statements
available for the Company on a consolidated basis were as at and for the year ended December 31, 2013. As at
the date of this Listing Prospectus, the most recent unaudited interim condensed consolidated financial
statements available for the Company on a consolidated basis were as at and for the nine months ended
September 30, 2014.
Except as disclosed in this Listing Prospectus:
there has been no material adverse change in the financial position or prospects of the Group since
September 30, 2014, the date of its last published consolidated financial information;
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there has been no material adverse change in the Issuer’s financial position since its date of
incorporation; and
none of the Issuer, the Company, nor any of their direct or indirect subsidiaries has been involved in
any litigation, administrative proceeding or arbitration relating to claims or amounts which are
material in the context of the issuance of the Notes and, so far as the Issuer is aware, no such
litigation, administrative proceeding or arbitration is pending or threatened.
For the avoidance of doubt, any website referred to in this Listing Prospectus and the information on the
referenced website does not form part of this Listing Prospectus prepared in connection with the Offering.
The issuance of the Notes was authorized by a resolution of the board of directors of the Issuer on January 12,
2015.
The guarantee of the Notes by each of the Guarantors has been authorized by a resolution of the respective
board of directors of the Guarantors on various dates between November 5 and November 7, 2014.
Authorization
The Issuer has obtained all necessary consents, approvals and authorizations in the jurisdiction of its
incorporation in connection with the issuance and performance of the Notes.
Material Contracts
Contracts not entered into in the ordinary course of the Issuer’s business that could result in any member of the
Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to
holders in respect of the Notes are summarized in “Description of the Notes”.
The Issuer and Guarantors Information
The Issuer, Sarens Finance Company NV, as at the Issue Date will be a wholly-owned subsidiary of Sarens
Bestuur NV and was incorporated as a limited liability company under the laws of Belgium on December 11,
2014 for the principal purpose of issuing the Notes offered hereby. The Issuer does not have any independent
operations. The Issuer’s financial year begins on January 1 and ends on December 31 of each year. The Issuer
will prepare and publish annual audited financial statements. Annual accounts will be published by the Issuer on
an annual basis and will be available, during normal business hours, at the executive offices of the Issuer. The
Issuer will not produce unconsolidated interim accounts. The Issuer’s registered office is at Autoweg 10, 1861
Wolvertem, Belgium. The Issuer is registered with the Crossroads Bank for Enterprises under number
0507.634.553. The Issuer has an issued share capital of €61,500 consisting of 100 ordinary shares without
nominal value, each fully paid up. The Issuer had no indebtedness as at the Issue Date other than resulting from
the Offering.
The Issuer has obtained all necessary consents, approvals and authorizations in the jurisdiction of its
incorporation in connection with the issuance and performance of the Notes. The creation and issuance of the
Notes will be authorized by the Issuer’s board of directors dated prior to the closing of the Offering.
The opening balance sheet of the Issuer as at December 11, 2014 is set forth below.
Assets Equity and liabilities
(thousands)
Cash at bank .............................................. €61.5 Share capital............................................ €61.5
Total assets ............................................... €61.5 Total equity and liabilities .................... €61.5
Each of the Guarantors operates in the provision of heavy lifting, complex transport projects and specialized
crane rental services. The Company intends to produce audited consolidated financial statements. The Company
is the parent company of the Issuer and the Guarantors and has its registered office at Autoweg 10, 1861
Wolvertem.
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The registered office and principal business activity of each Guarantor is listed below.
1. Sarens NV: Autoweg 10, 1861 Wolvertem, Belgium;
heavy lifting, complex transport projects and specialized crane rental
services
2. Sarens Bestuur NV: Autoweg 10, 1861 Wolvertem, Belgium;
heavy lifting, complex transport projects and specialized crane rental
services
3. Sarens UK Ltd: Booth House, Riverside Park Road, Middlesbrough, Cleveland TS2 1UT,
United Kingdom
heavy lifting, complex transport projects and specialized crane rental
services
4. Sarens Cranes Ltd.: Rath Durrow, Co Laois, Ireland
heavy lifting, complex transport projects and specialized crane rental
services
5. Sarens Materieel
B.V.:
Pieter Hoebeeweg 99, 3316 BT Dordrecht, The Netherlands
heavy lifting, complex transport projects and specialized crane rental
services
6. Sarens BE NV: Autoweg 8, 1861 Wolvertem, Belgium;
heavy lifting, complex transport projects and specialized crane rental
services
Persons Responsible
The Issuer accepts responsibility for the information contained in this Listing Prospectus. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Listing Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
INDEX TO FINANCIAL STATEMENTS
Unaudited Interim Condensed Consolidated Statements of the Group as at and for the ninemonths ended September 30, 2014
Independent Certified Auditor-Accountant Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2Consolidated Profit and Loss Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7Audited Annual Consolidated Financial Statements of the Group as at and for the year ended
December 31, 2013Independent Certified Auditor-Accountant Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10Consolidated Profit and Loss Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-14Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18Annual Report from the Board of Directors to the General Meeting of Shareholders . . . . . . . . . . . . . . . . . F-52Audited Annual Consolidated Financial Statements of the Group as at and for the year ended
December 31, 2012Independent Certified Auditor-Accountant Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-74Consolidated Profit and Loss Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-80Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-78Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-82Annual Report from the Board of Directors to the General Meeting of Shareholders . . . . . . . . . . . . . . . . . F-114Audited Annual Consolidated Financial Statements of the Group as at and for the year ended
December 31, 2011Independent Certified Auditor-Accountant Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-130Consolidated Profit and Loss Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-136Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-134Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-138Annual Report from the Board of Directors to the General Meeting of Shareholders . . . . . . . . . . . . . . . . . F-174
F-1
Statutory auditor’s report to the board of directors of Sarens Bestuur NV on thereview of the condensed consolidated interim financial information as at
30 September 2014 and for the 9-month period then ended
Introduction
We have reviewed the accompanying condensed consolidated balance sheet of Sarens Bestuur NV as at30 September 2014, the condensed consolidated profit or loss statement for the 9-month period then ended, andnotes to the interim financial information (“the condensed consolidated interim financial information”). Theboard of directors is responsible for the preparation and presentation of this condensed consolidated interimfinancial information in accordance with the financial reporting framework applicable in Belgium. Ourresponsibility is to express a conclusion on this condensed consolidated interim financial information based onour review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements 2410, “Reviewof Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interimfinancial information consists of making inquiries, primarily of persons responsible for financial and accountingmatters, and applying analytical and other review procedures. A review is substantially less in scope than anaudit conducted in accordance with International Standards on Auditing and consequently does not enable us toobtain assurance that we would become aware of all significant matters that might be identified in an audit.Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanyingcondensed consolidated interim financial information as at 30 September 2014 and for the 9-month period thenended is not prepared, in all material respects, in accordance with the financial reporting framework applicable inBelgium.
Kontich, 10 November 2014
KPMG Réviseurs d’Entreprises / BedrijfsrevisorenStatutory Auditorrepresented by
Filip De BockRéviseur d’Entreprises/Bedrijfsrevisor
F-2
SARENS BESTUUR NV
Interim condensed consolidated Financial Statements as per30 September 2014
(in ’000 euro)
This condensed set of consolidated interim financial information contains the balance sheet as per30 September 2014 (with comparative figures as per 31 December 2013), the income statementas per 30 September 2014 (with comparative figures as per 30 September 2013) and notes as per
30 September 2014
F-3
Nr. BE 0451.416.125
CONSOLIDATED BALANCE SHEET
Codes Period Preceding period
ASSETSFIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/28 845.728 842.974Formation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 18.821 21.430Intangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 1.583 2.251Positive consolidation differences . . . . . . . . . . . . . . . . . . . . . . 9920 3.198 3.978Tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22/27 817.105 812.649
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 7.205 6.703Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . 23 25.439 28.266Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 345.425 340.069Leasing and similar rights . . . . . . . . . . . . . . . . . . . . . . . . . . 25 427.060 429.300Other tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . 26 2.675 2.572Assets under construction and advance payments . . . . . . . 27 9.301 5.739
Financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 5.021 2.666Companies accounted for using the equity method . . . . . . 9921 1.682 1.353
Participating interests . . . . . . . . . . . . . . . . . . . . . . . . . 99211 1.682 1.353Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 99212
Other enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284/8 3.339 1.313Participating interests and shares . . . . . . . . . . . . . . . . 284 769 690Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 285/8 2.570 623
CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29/58 308.568 274.400Amounts receivable after more than one year . . . . . . . . . . . . 29 8.675 8.716
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 291 8.675 8.716Deferred taxes representing assets . . . . . . . . . . . . . . . . . . . 292
Stocks and contracts in progress . . . . . . . . . . . . . . . . . . . . . . . 3 7.996 5.592Stocks** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30/36 7.053 4.622
Raw materials and consumables . . . . . . . . . . . . . . . . . 30/31 7.053 4.622Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Goods purchased for resale . . . . . . . . . . . . . . . . . . . . . 34Immovable property intended for sale . . . . . . . . . . . . 35Advance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 943 970
Amounts receivable within one year . . . . . . . . . . . . . . . . . . . . 40/41 239.884 198.801Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 195.233 159.651Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 41 44.651 39.150
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50/53Own shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51/53
Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54/58 35.634 42.366Deferred charges and accrued income . . . . . . . . . . . . . . . . . . 490/1 16.379 18.925
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/58 1.154.296 1.117.374
F-4
Nr. BE 0451.416.125
Codes Period Preceding period
EQUITY AND LIABILITIESEQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/15 245.707 230.642CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 80.000 80.000
Issued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 80.000 80.000Uncalled capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Revaluation surpluses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.725 7.725Consolidated reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9910 162.225 151.832Negative consolidation differences . . . . . . . . . . . . . . . . . . . . . . 9911 2.151 2.151Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9912 -6.394 -11.066Investment grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15MINORITY INTERESTS
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9913 4.417 4.203PROVISIONS AND DEFERRED TAXES . . . . . . . . . . . . . . . . . . . . . 16 108.094 98.133Provisions for liabilities and charges . . . . . . . . . . . . . . . . . . . . 160/5 15.219 14.961
Pensions and similar obligations . . . . . . . . . . . . . . . . . . . . . 160 2.983 2.695Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161Major repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . 162Other liabilities and charges . . . . . . . . . . . . . . . . . . . . . . . . 163/5 12.236 12.266
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168 92.875 83.172AMOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17/49 796.078 784.396Amounts payable after more than one year . . . . . . . . . . . . . . 17 496.825 483.888
Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170/4 496.825 483.888Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 42.765 41.887Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . 171Leasing and other similar obligations . . . . . . . . . . . . . 172 230.803 219.247Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173 219.757 219.699Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 3.500 3.055
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1750Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . 1751
Advances received on contracts in progress . . . . . . . . . . . . 176Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178/9
Amounts payable within one year . . . . . . . . . . . . . . . . . . . . . . 42/48 289.412 290.395Current portion of amounts payable after more than one
year falling due within one year . . . . . . . . . . . . . . . . . . . 42 91.456 101.000Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 23.299 16.212
Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430/8 23.299 16.212Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 122.642 121.076Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440/4 104.021 97.109Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . 441 18.621 23.967
Advances received on contracts in progress . . . . . . . . . . . . 46 1.100 4.219Taxes, remuneration and social security . . . . . . . . . . . . . . . 45 46.361 42.391
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450/3 29.951 29.100Remuneration and social security . . . . . . . . . . . . . . . . 454/9 16.410 13.291
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47/48 4.554 5.497Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . . . . 492/3 9.841 10.113
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/49 1.154.296 1.117.374
F-5
Nr. BE 0451.416.125
INCOME STATEMENT
Codes Period Preceding period
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70/74 489.627 452.284Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 475.547 439.105Stocks of finished goods and work and contracts in
progress: increase (decrease) . . . . . . . . . . . . . . . . . . . . . (+)/(-) 71 94 -115Own work capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 3.003 1.425Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 10.983 11.869
Operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 60/64 447.701 408.823Raw materials, consumables . . . . . . . . . . . . . . . . . . . . . . . 60 33.532 27.506
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600/8 35.962 28.943Stocks: decrease (increase) . . . . . . . . . . . . . . . . . . . . (+)/(-) 609 -2.430 -1.437
Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . 61 205.502 176.495Remuneration, social security costs and pensions . . . . . . . (+)/(-) 62 129.805 124.412Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets . . . . . . . . 630 68.611 68.913Amounts written off stocks, contracts in progress and
trade debtors: Appropriations (write-backs) . . . . . . . . . (+)/(-) 631/4 4.243 3.526Provisions for liabilities and charges: Appropriations
(uses and write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 635/7 1.117 -1.777Other operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 640/8 4.014 7.250Operating charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 649Amounts written off on positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9960 877 2.498
Operating profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9901 41.926 43.461
Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 27.040 17.472Income from financial fixed assets . . . . . . . . . . . . . . . . . . 750 25 74Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . 751 1.133 538Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . 752/9 25.882 16.860
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 65 42.753 57.556Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 23.418 21.971Amounts written off positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9961Amounts written off current assets except stocks,
contracts in progress and trade debtors: appropriations(write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 651
Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 652/9 19.335 35.585
Gain (loss) on ordinary activities before taxes . . . . . . . . . . . (+)/(-) 9902 26.213 3.377
Extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 35 2.779Write-back of depreciation and of amounts written off
intangible and tangible fixed assets . . . . . . . . . . . . . . . . 760Adjustments to amounts written off consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9970Write-back of amounts written down financial fixed
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761Write-back of provisions for extraordinary liabilities and
charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762Capital gains on disposal of fixed assets . . . . . . . . . . . . . . 763Other extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . 764/9 35 2.779
F-6
Nr. BE 0451.416.125
Codes Period Preceding period
Extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 66 51 991Extraordinary depreciation of and extraordinary amounts
written off formation expenses, intangible and tangiblefixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660
Extraordinary amounts written on positive consolidationdifferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9962
Amounts written off financial fixed assets . . . . . . . . . . . . 661Provisions for extraordinary liabilities and charges:
appropriations (uses) . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 662Capital losses on disposal of fixed assets . . . . . . . . . . . . . 663Other extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . 664/8 51 991Extraordinary charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 669Negative consolidation differences . . . . . . . . . . . . . . . . . . (-) 9963
Gain (loss) for the period before taxes . . . . . . . . . . . . . . . . . . (+)/(-) 9903 26.197 5.165
Transfer from deferred taxes and latent taxationliabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780 2.406 129
Transfer to deferred taxes and latent taxation liabilities . . . 680 11.558 8.155
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 67/77 6.519 6.841Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 670/3 6.808 6.565Adjustment of income taxes and write-back of tax
provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 289 -276
Gain (loss) of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9904 10.526 -9.702
Share in the result of the companies accounted for usingthe equity method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9975 274 225
Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99751 274 225Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99651
Consolidated result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9976 10.800 -9.477Share of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99761 479 43Share of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99762 10.321 -9.520
F-7
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Reporting entity
Sarens Bestuur NV is a limited liability company incorporated under Belgian law. The company has its registeredoffice at Autoweg 10, 1861 Meise/Wolvertem and was incorporated on 10 November 1993 with registrationnumber 0451.416.125.
The company’s share capital is €80.000.000 represented by 12.244 shares.
The condensed consolidated interim financial statements of Sarens Bestuur NV for the nine months ended30 September 2014 comprise Sarens Bestuur NV and its subsidiaries (together referred to as the “Group”) andthe Group’s interests in associates and jointly controlled entities.
2. Basis of preparation
These condensed consolidated interim financial statements have been prepared in accordance with the financialframework applicable in Belgium (BE GAAP). They do not include all of the information required for full annualfinancial statements, and should be read in conjunction with the consolidated financial statements of the Group asat 31 December 2013, available on the website of the NBB (www.balanscentrale.be).
These condensed consolidated interim financial statements were approved by the board of directors on5 November 2014. The preparation of these condensed consolidated interim financial statements requiresmanagement to make judgments, estimates and assumptions that affect the application of accounting policies andthe reported amounts of assets and liabilities, income and expense. Actual results may differ from theseestimates.
3. Significant accounting policies
The accounting policies applied in the condensed consolidated interim financial statements are the same as thoseapplied in the Group’s consolidated financial statements as at and for the year ended 31 December 2013.
4. Notes
4.1 Net investment in intangible and tangible fixed assets
The net investment in intangible and tangible fixed assets (i.e. net asset movement compared to 31 December2013 excluding cumulative translation adjustments, movement on revaluation surpluses, result from assetdisposals and depreciations for the period) during the first 9 months of 2014 amounts to €649 thousand and€62.037 thousand respectively.
4.2 Contractual obligations
The contractual financial obligations as at 30 September 2014 are as follows (in thousand euros):
Finance Type 1y 1-5y > 5y
Subordinate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 42.765 0Financial leasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.873 182.083 48.721Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.513 117.542 40.214Revolving credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 62.000 0Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369 0 3.500
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114.755 404.390 92.435
Operating lease commitments (capital plus interest payments excluding purchase options) amount to€ 41.400 thousand as at 30 September 2014.
4.3 Derivatives
The Group uses derivatives to hedge its interest and foreign currency exposure. The fair value of thesederivatives as at 30 September 2014 amounts to minus €7.293 thousand (31 December 2013: minus €7.760thousand).
F-8
4.4 Contingencies
The Belgian operations were subject to an inspection by the Belgian tax authorities, as a result of which the taxauthorities claimed an additional amount of €19.800 thousand in unpaid taxes (excluding late interest paymentsand penalties). The company is contesting this claim and recognized a provision of €7.500 thousand in priorperiods. The provision still reflects the company’s best estimate of the expenditure required to settle theobligation.
F-9
Statutory auditor’s report to the general meeting of Sarens Bestuur NV as of andfor the year ended 31 December 2013
In accordance with the legal requirements, we report to you in the context of our statutory auditor’s mandate.This report includes our report on the consolidated accounts as of and for the year ended 31 December 2013, asdefined below, as well as our report on other legal and regulatory requirements.
Report on the consolidated accounts - unqualified opinion
We have audited the consolidated accounts of Sarens Bestuur NV (“the Company”) and its subsidiaries (jointly“the Group”) for the year ended 31 December 2013, prepared in accordance with the financial reportingframework applicable in Belgium These consolidated accounts comprise the consolidated balance sheet as at31 December 2013, the consolidated income statement for the year then ended and notes. The consolidatedbalance sheet total amounts to EUR 1.117.373.713 and the consolidated income statement shows a loss for theyear of EUR 18.698.991.
Board of directors’ responsibility for the preparation of the consolidated accounts
The board of directors is responsible for the preparation and fair presentation of these consolidated accounts inaccordance with the financial reporting framework applicable in Belgium, and for such internal control as theboard of directors determines, is necessary to enable the preparation of consolidated accounts that are free frommaterial misstatement, whether due to fraud or error.
Statutory auditor’s responsibility
Our responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted ouraudit in accordance with International Standards on Auditing. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated accounts. The procedures selected depend on the statutory auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated accounts, whether due to fraud or error. Inmaking those risk assessments, the statutory auditor considers internal control relevant to the Group’s preparationand fair presentation of the consolidated accounts in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof accounting estimates made by the board of directors, as well as evaluating the overall presentation of theconsolidated accounts.
We have obtained from the Company’s officials and the board of directors the explanations and informationnecessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ourunqualified opinion.
F-10
Statutory auditor’s report to the general meeting of Sarens Bestuur NVas of and for the year ended 31 December 2013
Unqualified opinion
In our opinion, the consolidated accounts give a true and fair view of the Group’s equity and consolidatedfinancial position as at 31 December 2013 and of its consolidated financial performance for the year then endedin accordance with the financial reporting framework applicable in Belgium.
Report on other legal and regulatory requirements
The board of directors is responsible for the preparation and the content of the annual report on the consolidatedaccounts.
In the context of our mandate and in accordance with the Belgian standard which is complementary to theInternational Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in allmaterial respects, compliance with certain legal and regulatory requirements. On this basis, we provide thefollowing additional statements which do not modify our opinion on the consolidated accounts:
• The annual report on the consolidated accounts includes the information required by law, is consistent, in allmaterial respects, with the consolidated accounts and does not present any material inconsistencies with theinformation that we became aware of during the performance of our mandate.
• As disclosed in the annual report, the accounting policies applied when preparing these financial statementshave been modified compared to the previous year. More specifically, the hoisting materials are capitalizedwithin tangible fixed assets starting as from 1 January 2013. In addition, unrealized foreign exchangedifferences with respect to intragroup loans which are deemed to be permanent, are recorded within thetranslation differences as from fiscal year 2013.
Kontich, 16 May 2014
KPMG Réviseurs d’Entreprises / BedrijfsrevisorenStatutory Auditorrepresented by
Filip De BockRéviseur d’Entreprises / Bedrijfsrevisor
F-11
9 EURNAT. Date of deposit Nr. P. U. D. CONSO 1
ANNUAL ACCOUNTS IN THOUSANDS OF EUROS
NAME OF THECONSOLIDATINGCOMPANY(1)(2):
Sarens Bestuur
Legal form: Public limited company
Address: Autoweg Nr.: 10 Box:
Postal code: 1861 Municipality: Wolvertem
Country: Belgium
Register of Legal persons – commercial court: Brussels
Website(3): www.sarens.com
Company identification number BE 0451.416.125
CONSOLIDATED ACCOUNTS presented to the general meeting of 30 / 05 / 2014
regarding the period from 01 / 01 / 2013 to 31 / 12 / 2013
Preceding period from 01 / 01 / 2012 to 31 / 12 / 2012
The amounts for the preceding period are(1) identical to the ones previously published.
COMPLETE LIST with name, surnames, profession, address (street, number, postal code and municipality) ofDIRECTORS and MANAGERS of the consolidating company and of the AUDITORS that have revised theconsolidated accounts
Ludo Sarens Managing directorPlas 48, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Benny Sarens DirectorRobbroekstraat 13, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Hendrik Sarens DirectorRobbroekstraat 17, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Marc Sarens DirectorTerlinden 215, 1785 Merchtem, Belgium 09/08/2011 - 25/05/2017
Guido Albert Segers DirectorTorenstraat 114, 3110 Rotselaar, Belgium 31/05/2013 - 25/05/2017
Included with these consolidated accounts are: - the consolidated annual report- the auditors report on the consolidated annual accounts
IN CASE THE CONSOLIDATED ACCOUNTS OF A FOREIGN COMPANY ARE SUBMITTED BY ABELGIAN SUBSIDIARY
Name of the Belgian subsidiary which deposits the accounts (article 113, § 2, 4°a of the Company Law)
Company identification number of the belgian subsidiary which deposits the accounts
Total number of pages deposited: 73 Number of sections of the standard form not deposited because
they serve no useful purpose: 4.3, 4.4, 4.5, 4.8.4, 7
Ludo A.C. Sarens Marc SarensManaging Director Director
(1) Strike out what is not applicable.(2) A consortium has to fill in section 4.4.(3) Optional information.
F-12
Nr. BE 0451.416.125 CONSO 1.1
LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)
Margates BVBA DirectorNr.: BE 0474.717.505 09/08/2011 - 26/05/2017Molenstraat 51, 9820 Merelbeke, Belgium
Represented by:
Cedric Guillaume Prosper Van Cauwenberghe
FV Management BVBA DirectorNr.: BE 0831.614.553 09/08/2011 - 26/05/2017Muizenhoekstraat 33, 2812 Muizen (Mechelen), Belgium
Represented by:
Frank Jozef Paul Vlayen
KPMG Bedrijfsrevisoren AuditorNr.: B00001 14/12/2011 - 30/05/2014Prins Boudewijnlaan 24d, 2550 Kontich, Belgium
Represented by:
Filip De Bock(Statutory auditor)Prins Boudewijnlaan 24d, 2550 Kontich, BelgiumMembership nr.: A01913
F-13
Nr. BE 0451.416.125 CONSO 2.1
CONSOLIDATED BALANCE SHEET AFTER APPROPRIATION*
Discl. Codes Period Preceding period
ASSETS
FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/28 842.974 834.330
Formation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 20 21.430 23.134
Intangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 21 2.251 3.376
Positive consolidation differences . . . . . . . . . . . . . . . . . . . . . 4.12 9920 3.978 4.363
Tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9 22/27 812.649 799.843Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 6.703 7.210Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . 23 28.266 25.633Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 340.069 305.316Leasing and similar rights . . . . . . . . . . . . . . . . . . . . . . . . 25 429.300 453.474Other tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . 26 2.572 2.115Assets under construction and advance payments . . . . . . 27 5.739 6.095
Financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1-4.4/4.10 28 2.666 3.614Companies accounted for using the equity method . . . . . 4.10 9921 1.353 1.162
Participating interests . . . . . . . . . . . . . . . . . . . . . . . . 99211 1.353 1.162Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . 99212
Other enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284/8 1.313 2.452Participating interests and shares . . . . . . . . . . . . . . . 284 690 1.645Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . 285/8 623 807
CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29/58 274.400 262.328
Amounts receivable after more than one year . . . . . . . . . . 29 8.716 4.392Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . 291 8.716 4.392Deferred taxes representing assets . . . . . . . . . . . . . . . . . . 292
Stocks and contracts in progress . . . . . . . . . . . . . . . . . . . . . 3 5.592 5.497Stocks** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30/36 4.622 3.137
Raw materials and consumables . . . . . . . . . . . . . . . 30/31 4.622 3.109Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Goods purchased for resale . . . . . . . . . . . . . . . . . . . 34 28Immovable property intended for sale . . . . . . . . . . . 35Advance payments . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 970 2.360
Amounts receivable within one year . . . . . . . . . . . . . . . . . . 40/41 198.801 194.923Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 159.651 155.002Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . 41 39.150 39.921
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50/53Own shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51/53
Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . 54/58 42.366 40.170
Deferred charges and accrued income . . . . . . . . . . . . . . . . . 490/1 18.925 17.346
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/58 1.117.374 1.096.658
* Article 124 of the Royal decree of 30 january 2001 concerning the execution of the Company Law.** Possibility of grouping stocks (cf. article 158, paragraph 1, second part of the Royal decree mentioned above).
F-14
Nr. BE 0451.416.125 CONSO 2.2
Discl. Codes Period Preceding period
EQUITY AND LIABILITIES
EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/15 230.642 254.106
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 80.000 80.000Issued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 80.000 80.000Uncalled capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Revaluation surpluses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.725 7.328
Consolidated reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 4.11 9910 151.832 168.433
Negative consolidation differences . . . . . . . . . . . . . . . . . . . . . 4.12 9911 2.151 2.152
Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9912 -11.066 -3.807
Investment grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9913 4.203 4.309
PROVISIONS AND DEFERRED TAXES . . . . . . . . . . . . . . . . . . . . . 16 98.133 89.485
Provisions for liabilities and charges . . . . . . . . . . . . . . . . . . . 160/5 14.961 12.983Pensions and similar obligations . . . . . . . . . . . . . . . . . . . . 160 2.695 2.853Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161Major repairs and maintenance . . . . . . . . . . . . . . . . . . . . . 162Other liabilities and charges . . . . . . . . . . . . . . . . . . . . . . . . 163/5 12.266 10.130
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 168 83.172 76.502
AMOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17/49 784.396 748.758
Amounts payable after more than one year . . . . . . . . . . . . . 4.13 17 483.888 419.437Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170/4 483.888 419.437
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 41.887 40.849Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . 171Leasing and other similar obligations . . . . . . . . . . . . 172 219.247 246.444Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173 219.699 130.692Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 3.055 1.452
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1750Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . 1751
Advances received on contracts in progress . . . . . . . . . . . 176Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178/9
Amounts payable within one year . . . . . . . . . . . . . . . . . . . . . 4.13 42/48 290.395 319.015Current portion of amounts payable after more than one
year falling due within one year . . . . . . . . . . . . . . . . . . . 42 101.000 94.986Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 16.212 71.487
Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430/8 16.212 71.487Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 121.076 102.880Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440/4 97.109 87.631Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . 441 23.967 15.249
Advances received on contracts in progress . . . . . . . . . . . 46 4.219 6.106Taxes, remuneration and social security . . . . . . . . . . . . . . 45 42.391 39.752
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450/3 29.100 26.215Remuneration and social security . . . . . . . . . . . . . . . 454/9 13.291 13.537
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47/48 5.497 3.804
Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . . . 492/3 10.113 10.306
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/49 1.117.374 1.096.658
F-15
Nr. BE 0451.416.125 CONSO 3
INCOME STATEMENT (breakdown of results by nature)*
Discl. Codes Period Preceding period
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70/74 609.065 575.581Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 70 592.065 560.288Stocks of finished goods and work and contracts in
progress: increase (decrease) . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 71 -742 21Own work capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 2.172 5.131Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 15.570 10.141
Operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 60/64 563.090 523.594Raw materials, consumables . . . . . . . . . . . . . . . . . . . . . . . . 60 38.954 39.064
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600/8 40.439 39.064Stocks: decrease (increase) . . . . . . . . . . . . . . . . . . . . . (+)/(-) 609 -1.485
Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 243.462 219.250Remuneration, social security costs and pensions . . . . . . . . (+)/(-) 4.14 62 167.158 155.144Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets . . . . . . . . . 630 93.632 83.549Amounts written off stocks, contracts in progress and trade
debtors: Appropriations (write-backs) . . . . . . . . . . . . . . . (+)/(-) 631/4 6.900 6.656Provisions for liabilities and charges: Appropriations (uses
and write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 635/7 1.066 3.998Other operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 640/8 8.587 13.209Operating charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 649Amounts written off on positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9960 3.331 2.724
Operating profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9901 45.975 51.987
Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 15.559 15.773Income from financial fixed assets . . . . . . . . . . . . . . . . . . . 750Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . 751 959 657Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 752/9 14.600 15.116
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 65 66.143 51.024Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 30.975 28.491Amounts written off positive consolidation differences . . . 9961Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 651 2.105
Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 652/9 35.168 20.428
Gain (loss) on ordinary activities before taxes . . . . . . . . . . . . (+)/(-) 9902 -4.609 16.736
Extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 2.645 717Write-back of depreciation and of amounts written off
intangible and tangible fixed assets . . . . . . . . . . . . . . . . . 760Adjustments to amounts written off consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9970Write-back of amounts written down financial fixed
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761Write-back of provisions for extraordinary liabilities and
charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762Capital gains on disposal of fixed assets . . . . . . . . . . . . . . . 763 1.430 554Other extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 764/9 1.215 163
* The results can be ordered along their destination (applying article 158, paragraph 2 of the Royal decree of 30 january 2001 concerningthe execution of the Company Law.)
F-16
Nr. BE 0451.416.125 CONSO 3
Discl. Codes Period Preceding period
Extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 66 59 2.283Extraordinary depreciation of and extraordinary amounts
written off formation expenses, intangible and tangiblefixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660
Extraordinary amounts written on positive consolidationdifferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9962
Amounts written off financial fixed assets . . . . . . . . . . . . . . 661Provisions for extraordinary liabilities and charges:
appropriations (uses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 662Capital losses on disposal of fixed assets . . . . . . . . . . . . . . . 663 2.179Other extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 664/8 59 104Extraordinary charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 669Negative consolidation differences . . . . . . . . . . . . . . . . . . . (-) 9963
Gain (loss) for the period before taxes . . . . . . . . . . . . . . . . . . . (+)/(-) 9903 -2.023 15.170
Transfer from deferred taxes and latent taxationliabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780 100 2.562
Transfer to deferred taxes and latent taxation liabilities . . . . 680 7.669 10.115
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 67/77 9.107 4.933Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 670/3 9.310 5.643Adjustment of income taxes and write-back of tax
provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 203 710
Gain (loss) of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9904 -18.699 2.684
Share in the result of the companies accounted for using theequity method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9975 187 133
Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99751 187 133Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99651
Consolidated result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9976 -18.512 2.817Share of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99761 -98 515Share of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99762 -18.414 2.302
F-17
Nr. BE 0451.416.125 CONSO 4.1
EXPLANATORY DISCLOSURES
LIST OF THE CONSOLIDATED SUBSIDIARY COMPANIES AND COMPANIES INCLUDED USINGTHE EQUITY METHOD
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
Sarens NVBE 0400.747.580Public limited companyAutoweg 10, 1861 Wolvertem, Belgium F 100,0 0,0
Sarens BE NVBE 0404.032.219Public limited companyAutoweg 8, 1861 Wolvertem, Belgium F 100,0 0,0
Sarbra 1750 NVBE 0451.778.587Public limited companyJacobsveldweg 8, 2160 Wommelgem, Belgium P 50,0 0,0
Sarkran NVBE 0414.726.468Public limited companyBrouwerijstraat 10, 1840 Steenhuffel, Belgium F 100,0 0,0
EOLE Overseas NVBE 0831.473.706Public limited companyGrand Route 71, 7640 Maubray, Belgium E1* 33,33 -16,67
Nebem BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands P 50,0 0,0
Sarens Montage BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Nederland BVPieter Hoebeeweg, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Steel Erectors BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Management Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Materieel BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Holding Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens France SASAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Normandie SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Sud SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Nord Quest SASAvenue De La Gironde 54, 59640 Dunkerque, France F 100,0 0,0
F-18
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
Eurolevage SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens France Branche Nouvelle-CalédonieRue Jules Garnier 10, 4213 Noumea, New Caledonia F 100,0 0,0
G.E. Curtis LtdRiverside Park Road Booth House, TS2 1UTMiddlesbrough, United Kingdom F 100,0 0,0
Sarens UK LtdRiverside Park Road Booth House, TS2 1UTMiddlesbrough, United Kingdom F 100,0 0,0
Sarens Construction LtdRiverside Park Road, TS2 1UT Middlesbrough,United Kingdom F 100,0 0,0
Sarens GmbhIndustriestrasse 10, 06184 Kabelsketal, Germany F 100,0 0,0
WS Vermietung GmbHPfarrberg 24, 55442 Stromberg, Germany P 50,0 0,0
Sarens Cranes LtdCo Laois, Rath Durrow, Ireland F 100,0 0,0
Sarens Italia SRLVia Berlinguer 5, 42049 Sant’Ilario d’Enza, Italy F 100,0 0,0
Sarens Kranservice ASOmagata 115 box B, 6517 Kristiansund, Norway F 100,0 0,0
Sarens ASFinstadgarden 733, 7651 Verdal, Norway F 100,0 0,0
Zuraw Gdansk Spzooul. SUCHA, nr 31, lok., 80-531 GDÁNSK, Poland F 100,0 0,0
Sarens Polska SpzooUl. Inzynierska 28, 96-502 Sochaczew, Poland F 100,0 0,0
Alvian Most sroArial De Chemopetrol DS 18, 436 70 Litvinov,Czech Republic E1 25,0 0,0
Sarens Gmbh Atyrau Branch Ltd4a Smagulovastr, 06005 Atyrau City,Kazakhstan F 100,0 0,0
Sarens NV - Ogranak (Branch)
Zivojina Lukica Vajara 58A,5001 Belgrade,Serbia F 100,0 0,0
Sarens Transport and Heavy Lift DOO
Zivojina Lukica Vajara 58 A, 5001 Belgrade, Serbia F 100,0 0,0
Sarens Russia LLCNoviy Arbat 21 office 731, 119019 Moskow,Russian Federation F 100,0 0,0
F-19
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
UAB Sarens BalticumLentvario g1, LT-02300 Vilnic,Lithuania F 100,0 0,0
Sarens Nass Middle East W.L.L.PO Box 50248 Manama, , Bahrain P 50,0 0,0
Sarens N. Middle East Holding LtdPO Box 1188 Manama, , Bahrain F 100,0 0,0
Epequip SPCTrust Tower, Building 125, Road 1702, Block 317,P.O. Box 2215 Manama, Bahrain F 100,0 0,0
Sarens Qatar LLCAl Fardan Office Tower 8th-9th Floorbox 31316, , Qatar F 100,0 0,0
Sarens Thailand Co Ltd448/13 Moo Theprrasit Road, Nongprue, Banglam,20260 Chonburi, Thailand F 100,0 0,0
Sarens Asia (ROH) Ltd.12, THEPRRASIT Road NONGPRUE448/13-14 MOO, T20260 CHONBURI, Thailand F 100,0 0,0
Sarens Korea Branche6F POBA Gangnam T 119, Nonhyion-dongGangnam-ku, 121-805 Seoul, Republic of Korea F 100,0 0,0
Sarens Korea Ltd6F POBA Gangnam T 119, Nonhyion-dongGangnam-ku, 121-805 Seoul, Republic of Korea F 100,0 0,0
Sarens Heavy Lift India Private LimitedF 90/25 Okhla Industrial Area, Phase 1, 110020New Delhi, India F 100,0 0,0
Sarens (Malaysia) SDN BHDSuite 13.03, 13th Floor, Menara Tan & Tan, 207Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia F 100,0 0,0
Sarens Vietnam Co Ltd6th Floor, Miss Ao Dai Building, 21 Nguyen TrungNgan, Disctrict 1, HCMC, 70000 Ho Chi Minh City,Viet Nam F 100,0 0,0
Sarens North America Holding, Inc.160 Greentree Drive, Suite 101, Dover(county of Kent), Delaware, United States F 100,0 0,0
Sarens USA, Inc.Marina Village Parkway 1210, CA94501 Alameda, UnitedStates F 100,0 0,0
Servicios Corporativos Latino-americanos SA de CVCalle Lago Margarita NO. 5331 INT. 301,Granada, 11520 Miguel Hidalgo, Mexico F 100,0 0,0
SRNS Latinoamérica SA de CVCalle Lago Margarita NO. 5331 INT. 301,Granada, 11520 Miguel Hidalgo, Mexico F 100,0 0,0
F-20
Nr. BE 0451.416.125 CONSO XX
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
Groep Sarens de Venezuela C.A.Av 24-Calle JE Losada casa 15-21, La villa delRosario (Estado Zulia), Reimca - Punto Fijo (Est.Falcon),Venezuela F 100,0 0,0
SARENS BRASIL LOCAÇÃO DE EQUIPAMENTOS PARACONSTRUÇÃO LTDA.Av. Dom Luis 500, Sala 1905, 60160-230 Fortaleza, Belgium F 100,0 0,0
Sarens Heavy Lift Canada Ltd.800 - 650 West Georgia Street, BC V6B 4N8 Vancouver,Canada F 100,0 0,0
Sarens Canada Inc.5th Street Nisku 1901 Alberta T9E 7V7, 06184 Kabelsketal,Canada F 90,0 0,0
Sarens de Colombia S.A.S.Calle 11 B, 53 Medellin 41, Antioquia, Colombia F 100,0 0,0
Sarens Algérie SARL2 me Rabah-Kramdi Kouba, , Algeria F 60,0 0,0
Sarens SARL (branch)Public limited companyCoopérative Dar Ec chanti, Villa N° D21Bin Khalem, , Algeria F 100,0 0,0
Sarens South Africa (PTY) Ltd2 Chris Street, Alrode, Alberton 1449, TS177BL Cleveland,South Africa F 100,0 0,0
Sarens MarocRue Sebta, Résidence Rami quartier des Hôpitaux 7, 20100Cassablanca, Morocco F 100,0 0,0
Sarens Tunisie sarlSDC100619QZone Portuaire de Radés ,2040 Tunis, Belgium F 70,0 0,0
Sarens Heavy Lift Namibia (Pty Ltd)Orban Street, Klein Windhoek 24 box 30, Windhoek, Namibia F 100,0 0,0
Sarens MauritiusAXIS Fiduciary Ltd, 4th Floor, Unicorn Centre, 18N box FrereFelix de Valois Street, Port Louis, Mauritius F 100,0 0,0
Sarens (Australia) Pty LtdUnit 5, 633 Logan Road, QLD 4120 Greenslopes, Australia F 100,0 0,0
Sarens KM Ltd.UL. Nahimova 4 box 236010, , Russian Federation F 100,0 0,0
Saren for General Trading and Contracting WLL
Plot 619/1 Bab Al-Agha,Alley No. 27, , Iraq F* 100,0 0,0
Sarens for General Trading and Contracting LLC
Al-Jazaer Amman District Villa 47/120, , Iraq F 100,0 0,0
F-21
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
TAGI Logistics
7th Floor,Miss Ao Dai Building,21 Nguyen,Trung NganDistrict 1, 06184 Kabelsketal, Viet Nam E1 49,0 0,0
Sarens Cranes Services Nigeria Limited
St Nicholas House (10th & 13th floors), CatholicMission Street,Lagos, , Nigeria F 100,0 0,0
Sarens Buildwell Nigeria Ltd
Block “O”, Plot 4 Gateway City Industrial Area Ibafo,OgunState, , Nigeria P 50,0 0,0
Sarensecuador SA
Robles E4-136,Edificio Proinco Calisto Piso 12 box 17-03-176, Quito, Ecuador F 100,0 0,0
Sarens Chile SA
Parque Industrial Lo BozaCalle Volcan Lazcar Oriente 721, 9030924 Comuna dePudahuel, Santiago de Chile, Chile F 99,99 0,0
Servicios para Maquinaria, S.A.
Parque Industrial Lo BozaCalle Volcan Lazcar Oriente 721, 9030924 Comuna dePudahuel, Santiago de Chile, Chile F 99,99 0,0
Betonbouw Nederland HoldingPieter Hoebeweg 99 NL 3316 DT Dordrecht box 3047, ,Netherlands E1 25,0 0,0
Sarens SZR LLCUl. Nahimova 4236010 Kaliningrad, , Russian Federation F 100,0 0,0
Sarens Tunglyft ABJuristernas Företagskonsult ABBox 38137104 62 Stockholm, , Sweden F 100,0 0,0
Sarens Ukraine LLC12A Klimenka Street, Office 103037 Kiev, , Ukraine F 100,0 0,0
Sarens Gulf Heavy Lift LLCPO Box 686RuwiPostal Code 112, , Oman F* 100,0 30,0
Sarens Saudi Arabia LtdOlaya Street – Sada Business Centre, Bldg 1, 4th floor,Office number 407.P.O. Box: 69806 Riyadh 11557, , Saudi Arabia F 100,0 0,0
Sarens Annr Yük Kaldnrma Tic. Ltd. ntiIskele Mahallesi, Ismet Inonu BulvariNo: 32/A, Gure - Edremit,Address No: 1056794371Balikesir, , Turkey F 100,0 0,0
F-22
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
Sarens Heavy Lift Egypt LLC22 Wadi Degla StreetZahraa El Maadi, MaadiCairo, , Egypt F 95,0 0,0
Sarens Mozambique LDADistrito Urbano 1Av. Do Zimbabwe n° 385Moçambique, Maputo Cidad, , Mozambique F 100,0 0,0
Sarens Zambia Ltd.Stand 3065A, Suite B, FairviewGreat East RoadPO Box 38371Lusaka, , Zambia F 100,0 0,0
Sarens Botswana (Pty) LtdUnit 2 The Court YardPlot 54513 VillagePO Box 46271Gaborone, , Botswana F 100,0 0,0
Sarens Tanzania Limited8th Floor Exim Tower,Ghana Avenue,P.O. Box 4369Dar Es Salaam, , Tanzania F 100,0 0,0
Sarens Congo SARLBP 626, en face de l’église évangelique du PlateauCentre-Ville Pointe-Noire, , Congo F 70,0 0,0
Samoco NVBE 0543.441.015Autoweg 8, 1861 Wolvertem, Belgium F* 100,0 100,0
Sarens JWS (M) SDN. BHD.23E Worldwide Business ParkBlock 2, Jalan Tinju 13/50Section 13, Selangor Darul Ehsan, 40675Shah alam, Malaysia F* 75,0 75,0
U.E.S. Logistics (Malaysia) Sdn Bhd20 & 22F, 6th Floor, Block 2Worldwide Business CentreJalan Tinju 13/50 Selangor Darul Ehsan,40675Shah alam, Malaysia F* 75,0 75,0
Sarens JWS (S) Pte LtdWaterloo Street, #05-01Sky Line Building 192, 187966 Singapore, Singapore F* 75,0 75,0
Sarens Transport (Pty) LtdChris streetAlrode 2, 14449 Alberton, South Africa F* 100,0 100,0
BSM Sarens Serviços Técnicos De EngenhariaE Locação Ltda Rua 7 de Setembro 98/208, 20050-009Rio de Janeiro, Brazil F 50,0 0,0
F-23
Nr. BE 0451.416.125 CONSO 4.1
1 F. Full consolidationP. Proportional consolidation (in the first column disclose data proving joint control).E1. Equity method used in an associated company (article 134, 1st al., 3° of the Royal Decree of 30 January 2001 in implementation of
Company Law).E2. Equity method used in a subsidiary company over which the consolidating company has a de facto control of which the inclusion in
the consolidated accounts would be incompatible with the principle of a true and fair view (article 108, § 1 of the aforementionedRoyal Decree).
E3. Equity method used in a subsidiary company which is in liquidation, which has decided to cease activities or which can no longer beconsidered as carrying on the business (article 109 and 110 of the aforementioned Royal Decree).
E4. Equity method used in a joint subsidiary company where its activities cannot be closely integrated into the activities of theenterprise having the joint control (article 134, second al. of the aforementioned Royal Decree).
2 If a change in the percentage of the proportion of capital held entails a change in the accounting method for the inclusion in theconsolidated accounts, the new method will be followed by an asterisk.
3 Proportion of the capital of those enterprises being held by the enterprises included in the consolidated accounts and persons acting intheir own names but on these enterprises.
4 If the composition of the consolidated aggregate is characterised by a significant change of this percentage during this period, additionalinformation is provided in statement V (article 112 of the aforementioned Royal Decree).
F-24
Nr. BE 0451.416.125 CONSO 4.2
LIST OF SUBSIDIARY COMPANIES EXCLUSIVELY OR JOINTLY CONTROLLED NOTINCLUDED (PURSUANT TO ARTICLE 107 OF THE ROYAL DECREE OF 30 JANUARY 2001 INIMPLEMENTATION OF COMPANY LAW) AND ASSOCIATED ENTERPRISES ACCOUNTED FORUSING THE EQUITY METHOD (IN IMPLEMENTATI
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
Reason for exclusion(A, B, C, D or E)1
Proportion of capitalheld (in %)2
Change of percentageof capital held (ascompared to theprevious period)3
Sarens - Abu Dhabi (Branch)Mussafah, M 40, Wintech Building, Abu Dhabi, United
Arab Emirates A 100,0 0,0
Sarens Argentina SAIng. Enrique Butty 275, Piso 11, C1001 AFA Buenos
Aires, Argentina A 100,0 0,0
PT Sarens OCS IndonesiaJL TB Simatupang Kav 38 Jate Padang Village Pas ar
Minggu South Jakarta, DKI Jakarta Raya 00000,Indonesia A 49,0 0,0
Sarens Panama SACalle 50 con 58 Edificio Office one piso 14 oficina,Panama, , Panama A 100,0 100,0
TRANSPORTES Y SERVICIOS ESPECIALIZADOS DEIZAMIENTO SARENS BOLIVIA S.A.Avenida Las Américas No. 7, Torre Cainco, Piso 13,Zona Central, Santa Cruz, , Bolivia A 100,0 100,0
1 Reason for exclusion:A. Subsidiary company of minor importance.B. Serious long-term restrictions that substantially hinder the effective exercising of the power of control over the subsidiary company
by the latter of or the use of its assets.C. Information necessary for inclusion in the consolidated accounts cannot be obtained without disproportionate expense or undue
delay.D. Shares in the subsidiary company are held exclusively with a view of subsequent resale.E. Associated company whose inclusion is not material for the purpose of providing a true and fair view.In case of mandatory or facultative exclusion in the consolidation scope detailed information shall be provided in statement V.
2 Proportion of capital of those enterprises being held by both enterprises included in the consolidated accounts and persons acting in theirown names but on behalf of these enterprises.
3 If the composition of the consolidated aggregate is characterized by an significant change of this percentage during this period, additionalinformation are provided in statement V (article 112 of the aforementioned Royal Decree).
F-25
Nr. BE 0451.416.125 CONSO 4.6
SUMMARY OF VALUATION RULES AND METHODS OF CALCULATING OF DEFERRED TAXES
Specification of the criteria for valuation of the various items in the consolidated financial statements, inparticular:
- the application and adjustments of depreciation, amounts written down and provisions for liabilities andcharges, and revaluations (pursuant to Article 165, VI.a. of the Royal Decree of 30 january 2001 january 2001 inimplementation of the Company Law).
- the bases of translation applied to express in the consolidated accounts items which are, or originally were,expressed in a currency other than the currency in which the consolidated accounts are stated, and the translationin the consolidated accounts of the accounting statements of subsidiaries and associated enterprises governed byforeign law (pursuant to Article 165, VI.b. of the aforementioned Royal Decree).
The valuation rules are determined in accordance to the specifications of chapter 3rd, Title 2nd of the RoyalDecree of the 30th of January 2001 with respect to the consolidated accounts of trading companies.
The Consolidated companies themselves make the necessary adjustments in order to align the local accounts withthe group valuation rules and the Belgium accepted accounting principle.
The following adjustments are mainly recorded in the consolidated companies: recalculation of the depreciationsover the exacted economies lives of the assets, adjustments to capitalize the local off-balance leasing agreementsand the adjustments to include the local off-balance social liabilities.
The specific valuation rules with respect to the consolidated accounts are listed underneath.
• In order to comply with the specification of article128 of above mentioned decree, the depreciationrules have been defined as follows:-
Category Amortized Period Residual ValueStraight
Line
Industrial Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Years 0% LBarges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years 20% LOffice Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Years 0% LPlant, Machinery and Equipment . . . . . . . . . . . . . . . . . . . . . . . . 5 Years 0% LFurniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Years 0% LVehicles
- Mobile cranes up to 200 ton . . . . . . . . . . . . . . . . . . . . . . . 7 Years 10% L- Mobile cranes more than 200 ton . . . . . . . . . . . . . . . . . . . 10 Years 15% L- Lattice Boom Cranes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Years 20% L- Hydraulic Trailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Years 20% L- Other Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Years 5% L
Leasing and Similar Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . According to categoryOther Tangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Years 0% L
Additional charges are depreciated in accordance with the assets they relate to. The straight linemethod is applied over the service life of the asset, taking into account the residual value.
• Positive consolidated difference are amortized at a rate of 20%
• Until 2008 the sales of tangible fixed assets with in the Group were not eliminated because these salestransactions took place at normal market condition. The capital gain that resulted from this transactionwas eliminated from the result of the year and reported as a revaluation surplus (among shareholder‘equity). This capital gain was taxed in the statutory accounts of the subsidiaries involved, therefore ondeferred taxed was accounted for.
• Once the fixed assets are sold outside the group, this capital gain is recognized in the Profit andloss account.
• As from 2009 all plus and less values incurred on the sales of tangible fixed assets inside thegroup are derecognized from profit and loss account.
• All transaction in these consolidated accounts relate to the accounting year stating on the 1st of January2013 and closing on the 31st of December 2013.
F-26
Nr. BE 0451.416.125 CONSO 4.6
• The balance sheet items of foreign subsidiaries (outside the EUR-Zone) are revaluated at closing rate atclosing date. The income statement is revaluated at average rate at closing date. The followingexchange rates have been applied to issue the consolidated accounts December, 2013:
2013, 2012,
December December
USD Average Rate 1,3281 1,2848Period End Rate 1,3791 1,3194
KRW Average Rate 1453,9121 1447,6913Period End Rate 1450,93 1406,23
AUD Average Rate 1,3777 1,2407Period End Rate 1,5423 1,2712
GBP Average Rate 0,8493 0,8109Period End Rate 0,8337 0,8161
DZD Average Rate 105,736 99,7969Period End Rate 107,507 104,212
XPF Average Rate 119,332 119,332Period End Rate 119,332 119,332
PLN Average Rate 4,1975 4,1847Period End Rate 4,1543 4,074
NOK Average Rate 7,8067 7,4751Period End Rate 8,363 7,3483
ZAR Average Rate 12,833 10,5511Period End Rate 14,566 11,1727
CZK Average Rate 25,9797 25,1491Period End Rate 27,427 25,151
THB Average Rate 40,8297 39,9276Period End Rate 45,178 40,347
MXN Average Rate 16,9641 16,9029Period End Rate 18,0731 17,1845
CAD Average Rate 1,3684 1,2842Period End Rate 1,4671 1,3137
VEF Average Rate 8,0514 5,5217Period End Rate 8,6741 5,6734
BHD Average Rate 0,5007 0,4847Period End Rate 0,5201 0,4984
KZT Average Rate 202,141 191,748Period End Rate 212,929 198,676
BRL Average Rate 2,8687 2,5084Period End Rate 3,2576 2,7036
INR Average Rate 77,93 68,5973Period End Rate 85,366 72,56
RUB Average Rate 42,337 39,9262Period End Rate 45,3246 40,3295
MAD Average Rate 11,1649 11,0957Period End Rate 11,2389 11,1375
COP Average Rate 2,4838 2,3122Period End Rate 2,6524 2,336
MYR Average Rate 4,1855 3,9672Period End Rate 4,5221 4,0347
TND Average Rate 2,1586 2,0073Period End Rate 2,2626 2,0486
VND Average Rate 27,919 26,8348Period End Rate 29,1169 27,5166
SEK Average Rate 8,6515 8,7041Period End Rate 8,8591 8,582
JPY Average Rate 129,6627 102,4919Period End Rate 144,72 113,61
F-27
Nr. BE 0451.416.125 CONSO 4.6
2013, 2012,
December December
NGN Average Rate 211,556 204,178Period End Rate 221,825 206,639
NAD Average Rate 12,8141 10,5542Period End Rate 14,4446 11,2003
QAR Average Rate 4,8356 4,682Period End Rate 5,0131 4,8121
RSD Average Rate 113,073 113,017Period End Rate 114,565 113,476
MUR Average Rate 40,8492 38,7016Period End Rate 41,5437 41,037
OMR Average Rate 0,5113 0,4951Period End Rate 0,5299 0,5087
AED Average Rate 4,8782 4,7232Period End Rate 5,0566 4,8544
LTL Average Rate 3,4528 3,4528Period End Rate 3,4528 3,4528
SAR Average Rate 4,9808 4,8225Period End Rate 5,1634 4,9567
IQD Average Rate 1,5446 1,4969Period End Rate 1,6089 1,541
CLP Average Rate 658,253 626,245Period End Rate 723,238 633,132
TRY Average Rate 2,5335 2,3135Period End Rate 2,9605 2,3551
EGP Average Rate 9,1268 7,8033Period End Rate 9,5715 8,1497
UAH Average Rate 10,8293 10,3907Period End Rate 11,4133 10,6274
BWP Average Rate 11,152 9,7902Period End Rate 12,063 10,2729
TZS Average Rate 2146,52 2038,72Period End Rate 2193,17 2086,21
MZN Average Rate 39,7546 36,1189Period End Rate 41,3009 39,1206
ARS Average Rate 7,274 5,8447Period End Rate 8,9553 6,4854
CDF Average Rate 1230,9 1196,01Period End Rate 1283,09 1218,29
PAB Average Rate 1,329Period End Rate 1,372
SGD Average Rate 1,6619Period End Rate 1,7414
IDR Average Rate 13,8575Period End Rate 16,7648
ZMW Average Rate 7,1667Period End Rate 7,5793
XAF Average Rate 655,957Period End Rate 655,957
Codes Period
Future taxation and deferred taxesAnalysis of Heading 168 of the liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168) 83.172
Future taxation (Pursuant to article 76 of the Royal Decree of 30 january 2001 inimplementation of Company Law) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1681
Deferred taxes (Pursuant to article 129 of aforementioned Royal Decree) . . . . . . . . . . . 1682 83.172
F-28
Nr. BE 0451.416.125 CONSO 4.6
Detailed explanation on the methods applied in determining deferred taxes (deferral method, liabilitymethod, ...)
The calculation of the deferred taxes is based on the liability tax allocation method. This is the method ofcomputing deferred taxes based on estimated tax rates of the subsidiaries to be in effect when the temporarydifferences reverses itself.
The tax rate is adjusted for rate changes.
F-29
Nr. BE 0451.416.125 CONSO 4.7
STATEMENT OF FORMATION EXPENSES
Codes Period Preceding period
Net book value at the end of the period . . . . . . . . . . . . . . . . . 20P xxxxxxxxxxxxxxx 23.135
Movements during the periodNew expenses incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . 8002 43Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8003 1.748Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9980Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8004
Net book value at the end of the period . . . . . . . . . . . . . . . . . (20) 21.430
Of whichFormation or capital increase expenses, loan issue
expenses and other formation expenses . . . . . . . . . . . . . 200/2 21.430Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204
F-30
Nr. BE 0451.416.125 CONSO 4.8.1
STATEMENT OF INTANGIBLE FIXED ASSETS
Codes Period Preceding period
RESEARCH AND DEVELOPMENT COSTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8051P xxxxxxxxxxxxxxx 1.455
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8021 9Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8031 23Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8041Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99811 -75Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99821
Acquisition value at the end of the period . . . . . . . . . . . . . . 8051 1.366
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121P xxxxxxxxxxxxxxx 964
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8071 223Written back because superfluous . . . . . . . . . . . . . . . . . . 8081Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8091Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8101 7Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8111Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99831 -50Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99841
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121 1.130
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 210 236
F-31
Nr. BE 0451.416.125 CONSO 4.8.2
Codes Period Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS
AND SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8052P xxxxxxxxxxxxxxx 4.875
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8022 254Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8032 8Transfers from one heading to another . . . . . . . . . . . . . . (+)/(-) 8042Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99812Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99822
Acquisition value at the end of the period . . . . . . . . . . . . . . 8052 5.121
Depreciations and amounts written down at the end ofthe period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122P xxxxxxxxxxxxxxx 2.659
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8072 892Written back because superfluous . . . . . . . . . . . . . . . . . . 8082Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8092Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8102 9Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8112Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99832 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99842 23
Depreciations and amounts written down at the end ofthe period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122 3.564
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 211 1.557
F-32
Nr. BE 0451.416.125 CONSO 4.8.3
Codes Period Preceding period
GOODWILL
Acquisition value at the end of the period . . . . . . . . . . . . . . 8053P xxxxxxxxxxxxxxx 1.972
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8023Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8033Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8043Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99813 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99823
Acquisition value at the end of the period . . . . . . . . . . . . . . 8053 1.971
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123P xxxxxxxxxxxxxxx 1.304
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8073 209Written back because superfluous . . . . . . . . . . . . . . . . . . 8083Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8093Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8103Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8113Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99833 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99843
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123 1.512
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 212 459
F-33
Nr. BE 0451.416.125 CONSO 4.9.1
STATEMENT OF TANGIBLE FIXED ASSETS
Codes Period Preceding period
LAND AND BUILDINGS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8191P xxxxxxxxxxxxxxx 9.892
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8161 424Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8171 555Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8181 146Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99851 -518Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99861
Acquisition value at the end of the period . . . . . . . . . . . . . . 8191 9.389
Revaluation surpluses at the end of the period . . . . . . . . . . 8251P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8211Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8221Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8231Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8241Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99871Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99881
Revaluation surpluses at the end of the period . . . . . . . . . . 8251
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321P xxxxxxxxxxxxxxx 2.683
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8271 397Written back because superfluous . . . . . . . . . . . . . . . . . . 8281Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8291Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8301 318Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8311Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99891 -76Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99901
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321 2.686
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (22) 6.703
F-34
Nr. BE 0451.416.125 CONSO 4.9.2
Codes Period Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period . . . . . . . . . . . . . . 8192P xxxxxxxxxxxxxxx 55.517
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8162 12.861Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8172 2.305Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8182 -225Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99852 -1.411Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99862 3.127
Acquisition value at the end of the period . . . . . . . . . . . . . . 8192 67.564
Revaluation surpluses at the end of the period . . . . . . . . . . 8252P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8212Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8222Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8232Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8242Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99872Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99882
Revaluation surpluses at the end of the period . . . . . . . . . . 8252
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322P xxxxxxxxxxxxxxx 29.884
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8272 8.296Written back because superfluous . . . . . . . . . . . . . . . . . . 8282Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8292 1.561Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8302 2.398Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8312 485Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99892 -886Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99902 2.356
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322 39.298
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (23) 28.266
F-35
Nr. BE 0451.416.125 CONSO 4.9.3
Codes Period Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period . . . . . . . . . . . . . . 8193P xxxxxxxxxxxxxxx 539.498
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8163 108.813Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8173 1.668Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8183 -13.785Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99853 -19.823Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99863
Acquisition value at the end of the period . . . . . . . . . . . . . . 8193 613.035
Revaluation surpluses at the end of the period . . . . . . . . . . 8253P xxxxxxxxxxxxxxx 3.982
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8213 3Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8223Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8233 24Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8243 533Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99873 -223Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99883
Revaluation surpluses at the end of the period . . . . . . . . . . 8253 4.271
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323P xxxxxxxxxxxxxxx 238.165
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8273 41.905Written back because superfluous . . . . . . . . . . . . . . . . . . 8283Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8293 545Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8303 924Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8313 6.027Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99893 -8.480Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99903
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323 277.238
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (24) 340.068
F-36
Nr. BE 0451.416.125 CONSO 4.9.4
Codes Period Preceding period
LEASING AND SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8194P xxxxxxxxxxxxxxx 586.904
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8164 11.362Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8174 24.910Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8184 5.704Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99854 -2.519Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99864
Acquisition value at the end of the period . . . . . . . . . . . . . . 8194 576.541
Revaluation surpluses at the end of the period . . . . . . . . . . 8254P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8214Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8224Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8234Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8244Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99874Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99884
Revaluation surpluses at the end of the period . . . . . . . . . . 8254
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324P xxxxxxxxxxxxxxx 133.430
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8274 41.024Written back because superfluous . . . . . . . . . . . . . . . . . . 8284Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8294 2.926Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8304 8.206Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8314 -20.505Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99894 -1.428Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99904
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324 147.241
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (25) 429.300
OF WHICH
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250
Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . 251 3.183
Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252 426.117
F-37
Nr. BE 0451.416.125 CONSO 4.9.5
Codes Period Preceding period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8195P xxxxxxxxxxxxxxx 5.486
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8165 1.410Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8175 20Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8185 -78Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99855 -184Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99865
Acquisition value at the end of the period . . . . . . . . . . . . . . 8195 6.614
Revaluation surpluses at the end of the period . . . . . . . . . . 8255P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8215Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8225Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8235Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8245Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99875Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99885
Revaluation surpluses at the end of the period . . . . . . . . . . 8255
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325P xxxxxxxxxxxxxxx 3.371
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8275 682Written back because superfluous . . . . . . . . . . . . . . . . . . 8285Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8295 35Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8305 14Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8315 47Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99895 -79Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99905
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325 4.042
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (26) 2.572
F-38
Nr. BE 0451.416.125 CONSO 4.9.6
Codes Period Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8196P xxxxxxxxxxxxxxx 6.095
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . 8166 7.136Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8176 1.320Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8186 -6.104Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99856 -67Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99866
Acquisition value at the end of the period . . . . . . . . . . . . . . 8196 5.740
Revaluation surpluses at the end of the period . . . . . . . . . . 8256P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8216Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8226Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8236Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8246Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99876Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99886
Revaluation surpluses at the end of the period . . . . . . . . . . 8256
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8276Written back because superfluous . . . . . . . . . . . . . . . . . . 8286Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8296Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8306Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8316Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99896Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99906
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (27) 5.740
F-39
Nr. BE 0451.416.125 CONSO 4.10.1
STATEMENT OF FINANCIAL FIXED ASSETS
Codes Period Preceding period
COMPANIES USING THE EQUITY METHOD -PARTICIPATIONS
Acquisition value at the end of the period . . . . . . . . . . . . . 8391P xxxxxxxxxxxxxxx 880
Movements during the periodAcquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8361 93Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8371Transfers from one heading to another . . . . . . . . . . . . . . (+)/(-) 8381Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99911 -89
Acquisition value at the end of the period . . . . . . . . . . . . . 8391 884
Revaluation surpluses at the end of the period . . . . . . . . . 8451P xxxxxxxxxxxxxxx
Movements during the period . . . . . . . . . . . . . . . . . . . . . . .Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8411Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8421Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8431Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99921Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8441
Revaluation surpluses at the end of the period . . . . . . . . . 8451
Amounts written down at the end of the period . . . . . . . . 8521P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8471Reversals because superfluous . . . . . . . . . . . . . . . . . . . . 8481Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8491Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8501Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99931Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8511
Amounts written down at the end of the period . . . . . . . . 8521
Uncalled amounts at the end of the period . . . . . . . . . . . . . 8551P xxxxxxxxxxxxxxx
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8541
Uncalled amounts at the end of the period . . . . . . . . . . . . . 8551
Movements in the capital and reserves of the enterprisesaccounted for using the equity method at the end ofthe period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941P xxxxxxxxxxxxxxx 282
Movements during the period . . . . . . . . . . . . . . . . . . . . . . .Share in the result for the financial period . . . . . . . . . . . (+)/(-) 999411 187Elimination of dividends regarding those participating
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 999421Other movements in the capital and reserves . . . . . . . . . (+)/(-) 999431
Movements in the capital and reserves of the enterprisesaccounted for using the equity method at the end ofthe period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941 469
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . (99211) 1.353
F-40
Nr. BE 0451.416.125 CONSO 4.10.1
Codes Period Preceding period
AFFILIATED ENTITIES - AMOUNTS RECEIVABLE
Net book value at the end of the period . . . . . . . . . . . . . . . 99212P xxxxxxxxxxxxxxx
Movements during the periodAdditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8581Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8591Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . 8601Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . 8611Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99951Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8631
Net book value at the end of the period . . . . . . . . . . . . . . . (99212)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . 8651
F-41
Nr. BE 0451.416.125 CONSO 4.10.2
Codes Period Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8392P xxxxxxxxxxxxxxx 1.645
Movements during the periodAcquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8362 49Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8372 295Transfers from one heading to another . . . . . . . . . . . . . . (+)/(-) 8382 -686Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99912 -23
Acquisition value at the end of the period . . . . . . . . . . . . . . 8392 690
Revaluation surpluses at the end of the period . . . . . . . . . . 8452P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8412Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8422Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99922Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8442
Revaluation surpluses at the end of the period . . . . . . . . . . 8452
Amounts written down at the end of the period . . . . . . . . . 8522P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8472Reversals because superfluous . . . . . . . . . . . . . . . . . . . . 8482Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8492Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8502Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99932Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8512
Amounts written down at the end of the period . . . . . . . . . 8522
Uncalled amounts at the end of the period . . . . . . . . . . . . . 8552P xxxxxxxxxxxxxxx
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8542
Uncalled amounts at the end of the period . . . . . . . . . . . . . 8552
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (284) 690
OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 285/8P xxxxxxxxxxxxxxx 807
Movements during the period . . . . . . . . . . . . . . . . . . . . . . .Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8582 238Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8592 418Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . 8602Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . 8612Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99952 -4Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8632
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (285/8) 623
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . 8652
F-42
Nr. BE 0451.416.125 CONSO 4.11
STATEMENT OF CONSOLIDATED RESERVES
Codes Period Preceding period
Consolidated reserves at the end of the period . . . . . . . . . . (+)/(-) 9910P xxxxxxxxxxxxxxx 168.433
Movements during the periodShares of the group in consolidated income . . . . . . . . . . . (+)/(-) 99002 -18.414Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99003 1.812(breakdown of the meaningfull amounts not
approportioned to the share of the group in theconsolidated result)
Adjustments on internal sales transactions fromprevious years . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.690
Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Consolidated reserves at the end of the period . . . . . . . . . . (+)/(-) (9910) 151.831
F-43
Nr. BE 0451.416.125 CONSO 4.12
STATEMENT OF CONSOLIDATION DIFFERENCES AND DIFFERENCES RÉSULTING FROM THEAPPLICATION OF THE EQUITY METHOD
Codes Period Preceding period
CONSOLIDATION - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99201P xxxxxxxxxxxxxxx 4.362
Movements during the periodArising from an increase of the percentage held . . . . . . (+)/(-) 99021 3.015Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99031Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99041 -3.331Differences transferred to the income statement . . . . . . (+)/(-) 99051Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99061 -68
Net book value at the end of the period . . . . . . . . . . . . . . . 99201 3.978
CONSOLIDATION - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99111P xxxxxxxxxxxxxxx 1.958
Movements during the periodArising from an increase of the percentage held . . . . . . (+)/(-) 99022Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99032Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99042Differences transferred to the income statement . . . . . . (+)/(-) 99052Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99062
Net book value at the end of the period . . . . . . . . . . . . . . . 99111 1.958
EQUITY METHOD - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99202P xxxxxxxxxxxxxxx
Movements during the periodArising from an increase of the percentage held . . . . . . (+)/(-) 99023Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99033Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99043Differences transferred to the income statement . . . . . . (+)/(-) 99053Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99063
Net book value at the end of the period . . . . . . . . . . . . . . . 99202
EQUITY METHOD - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99112P xxxxxxxxxxxxxxx 193
Movements during the periodArising from an increase of the percentage held . . . . . . (+)/(-) 99024Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99034Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99044Differences transferred to the income statement . . . . . . (+)/(-) 99054Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99064
Net book value at the end of the period . . . . . . . . . . . . . . . 99112 193
F-44
Nr. BE 0451.416.125 CONSO 4.13
STATEMENT OF AMOUNTS PAYABLE
Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE
THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one yearFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8801 101.000
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8811Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8821Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8831 70.823Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8841 30.177Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8851
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8861Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8871Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8881
Advance payments received on contract in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8891Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8901
Total current portion of amounts payable after more than one year falling due withinone year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42) 101.000
Amounts payable with a remaining term of more than one but not more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8802 383.488
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8812 41.887Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8822Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8832 169.023Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8842 172.578Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8852
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8862Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8872Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8882
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8892Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8902
Total amounts payable with a remaining term of more than one but not more thanfive years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8912 383.488
Amounts payable with a remaining term of more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8803 100.400
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8813Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8823Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8833 50.225Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8843 47.120Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8853 3.055
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8863Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8873Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8883
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8893Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8903
Total amounts payable with a remaining term of more than five years . . . . . . . . . . . . . . . . . 8913 100.400
F-45
Nr. BE 0451.416.125 CONSO 4.13
Codes Period
AMOUNTS PAYABLE (OR PART OF AMOUNTS PAYABLE) GUARANTEED BY REAL SECURITIES
OR IRREVOCABLY PROMISED ON THE ASSETS OF THE ENTERPRISES INCLUDED IN THE
CONSOLIDATION
Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8922 68.610Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8932Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8942Leasing and similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8952Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8962 68.610Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8972
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8982Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8992Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9002
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9012Taxes, remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9022
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9032Remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9042
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9052
Total amounts payable guaranteed by real securities or irrevocably promised by theenterprises of the consolidation on its own assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9062 68.610
F-46
Nr. BE 0451.416.125 CONSO 4.14
OPERATING RESULTS
Codes Period Preceding period
NET TURNOVER
Allocation by categories of activity
Allocation into geographical marketsEurope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323.190 314.627Asia - Oceania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.693 76.590Africa - Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89.223 84.760America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.959 84.311Aggregate turnover of the group in Belgium . . . . . . . . . . . . . . . . . . . . . . . 99083 109.596 92.785
AVERAGE NUMBER OF PERSONS EMPLOYED (IN UNITS) AND PERSONNEL
CHARGES
Fully consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90901 3.555 3.253
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90911 2.467 2.171Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90921 1.088 1.082Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90931Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90941
Personnel chargesRemuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99621 161.826 149.996Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99622
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99081 578 573
Proportionally consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90902 612 573
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90912 541 528Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90922 71 45Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90932Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90942
Personnel chargesRemuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99623 5.333 5.148Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99624
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99082
Period Preceding period
EXTRAORDINARY RESULTS
Allocation of other extraordinary income if they are importantHoisting equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666 0
Allocation of other extraordinary charges when they are important
Codes Period Preceding period
INCOME TAXES
Difference between the tax charged in the consolidated income statementfor the period and the preceding periods and the amount of the taxpaid or payable in respect of those periods, in as far as this differenceis significant in respect of future taxation . . . . . . . . . . . . . . . . . . . . . . . . . 99084
Effect of extraordinary results on the amount of income taxes on thecurrent period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99085
F-47
Nr. BE 0451.416.125 CONSO 4.15
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET
Codes Period
AMOUNT OF PERSONAL GARANTEES, given or irrevocably promised by theenterprises included in the consolidation, as security for third parties’ debts orcommitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9149 44.552
REAL GUARANTEES provided or irrevocably promised by the enterprise on its ownassets as security of debts and commitments of the enterprise . . . . . . . . . . . . . . . . . . . . . . 80.305
of enterprises included in the consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99086of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99087
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN
THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISES IN THE
CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9217SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9218SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 9219RIGHTS :
to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99088to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99089 1.987to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99090to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99091
COMMITMENTS :to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99092 7.885to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99093 1.860to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99094 1to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99095
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS
Estimates are made for significant litigations (with subcontractors, clients, tax authorities, etc.). Thoseestimates are based on known facts and appropriate provisions are recorded in the consolidated accounts.
Long term commitments in connection with rent and operating lease agreements for an amount of42.105.565,24 €.
COMMITMENTS WITH RESPECT TO RETIREMENT AND SURVIVORS PENSIONS IN FAVOUR OF THEIR
PERSONNEL OR EXECUTIVES, AT THE EXPENSE OF THE ENTERPRISES INCLUDED IN THE CONSOLIDATION
NATURE AND COMMERCIAL OBJECTIVE OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
Nature and commercial objective of transactions not reflected in the balance sheet
Provided that the risks or advantages coming from these transactions are significant and if the disclosureof the risks or advantages is necessary to appreciate the financial situation of the companies that areincluded in the consolidation as a whole, the financial consequences of these transactions for the companiesthat are included in the consolidation as a whole have to be mentioned as well.
F-48
Nr. BE 0451.416.125 CONSO 4.16
RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BYPARTICIPATING INTERESTS WHICH ARE NOT INCLUDED IN THE CONSOLIDATION
Codes Period Preceding period
AFFILIATED ENTERPRISES
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9261 714
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9291 41Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9301Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9311 41
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9321Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9331Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9341
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9351Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9361Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9371
Personal and real guarantees given or irrevocably promised, as security ofdebts or promised, as security of debts or commitments of affiliatedenterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9381
Other significant financial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9401Financial results
Income from financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9421Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9431Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9441Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9461Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9471
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9262 166 184
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9292Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9302Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9312
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9352Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9362Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9372
Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET
CONDITIONS
Transactions with enterprises linked by participating interests out of market conditionsMention of these transactions, with exception of transactions within the group, if they aresignificant, including the amount of the transactions, the nature of the link, and allinformation about the transactions which should be necessary to get better understandingof the situation of the companies included in the consolidation as a whole.
All transactions with related parties performed by the group are made against normalmarket conditions (at arm’s length) according to the local environments of the partiesinvolved. The group has not performed any transactions with related parties that are notat arm’s length. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-49
Nr. BE 0451.416.125 CONSO 4.17
FINANCIAL RELATIONSHIPS WITHCodes Period
FINANCIAL RELATIONSHIPS WITH DIRECTORS, INDIVIDUALS OR BODIES CORPORATE FROM
THE CONSOLIDATED ENTERPRISES
Total amount of remuneration granted in respect of their responsibilities in theconsolidation enterprise, its subsidiaries and its affiliated companies, including theamounts in respect of retirement pensions granted to former directors or manage . . . . . . . 99097 651
Total amount of advances and credits granted by the consolidating enterprise, by asubsidiary company or by an associated company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99098
Codes Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor’s fees according to a mandate at the group level led by the company publishing theinformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9507 124
Fees for exceptional services or special missions executed in the company and its branchesby the auditor
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95071Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95072Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95073
Fees to people auditors are linked to according to the mandate at the group level led by thecompany publishing the information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9509 377
Fees for exceptional services or special missions executed in the company and its branchesby people they are linked to
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95091Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95092Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95093
Mentions related to article 133, paragraph 6 from the Companies Code
F-50
Nr. BE 0451.416.125 CONSO 4.18
DERIVATIVES NOT MEASURED AT FAIR VALUE
Period
IF POSSIBLE, AN ESTIMATE OF THE FAIR VALUE FOR EACH CATEGORY OF DERIVATIVE THAT IS NOT
ACCOUNTED FOR ON A FAIR VALUE BASIS INDICATING THE AMOUNT AND TYPE
Market value for financial derivatives for interest and exchange rate risks . . . . . . . . . . . . . . . . . . . . -7.760
F-51
Nr. BE 0451.416.125 CONSO 5
ANNUAL REPORT FROM THE BOARD OF DIRECTORS TO THE GENERAL MEETING OFSHAREHOLDERS TO BE HELD ON MAY 30th 2014 CONCERNING THE CONSOLIDATED ANNUAL
ACCOUNTS AS OF DECEMBER 31st 2013
The drafting and filing of the consolidated annual accounts and the consolidated annual report is provided for bylaw in articles 108 to 121 of the Company Code, by articles 106 to 169 of the Royal Decree of January 30th 2001implementing the said Code and by article 11, § 1 of the Act of July 17th 1975 on the accounting of companies.
This annual report should be read together with the audited consolidated annual accounts of Sarens Bestuur NV
The Sarens group has continued its international growth in order to become the global leader in crane rentalservices, heavy lifting and special transport projects. This was realized through extensive investments in newequipment, the acquisition of new entities as well as the efforts of our motivated staff.
1. Prior notifications
With respect to the 2013 consolidated financial statements, the facts listed underneath are important to report:
• During the year 2012 the group acquired the remaining 20% of the share capital of Perth Crane hire PtyLtd. Effective as from the 1st of January 2013 Sarens Australia Ltd has merged with Perth Crane hirePty Ltd. Both these entities are located in Australia.
• In the previous year multiple activities were grouped in Sarens BE NV. In order to support thesedifferent activities in the best way, there was decided to split Sarens BE NV into two companies. Onthe 16th of December 2013 a new company Samoco NV was established to accommodate the assemblyand maintenance work. The traditional rental and project activities will be accommodated in Sarens BENV
• On 20th March 2013 the company has established a new company Sarens Transport (Pty) Ltd which hasacquired 100% of the assets of Redruth Transport Transvaal (Pty) Ltd in South Africa.
• In the Latin American region two new companies were established. On the 21st of March 2013 SarensPanama S.A. was established in Panama and on the 20th of November 2013 Transportes y serviciosespecializados de izamiento Sarens Bolivia S.A. was established in Bolivia.
• On the 6th of February 2013 Sarens has acquired three existing companies in the Asian region. Aninterest of 75% was acquired in Sarens JWS (M) Sdn Bhd and U.E.S. Logistics (Malaysia) Sdn Bhdboth located in Malaysia. In the company Sarens JWS (S) Pte. Ltd. which is located in Singapore also a75% interest was acquired.
• Sarens Gulf Equipments Trading LLC, a company with minor activities, was liquidated in 2013
• Sarens Japan, which was a branch of Sarens Bestuur NV, was closed in 2013. The figures of SarensJapan were entirely included in Sarens Bestuur NV in the year 2013.
• In December 2013 the shares of Ververmeer Materieel BV were sold. The company is no longer part ofthe Sarens group.
• In 2011 a joint venture was established between Sarens and BSM engenharia S.A. As from 2013 thejoint venture company BSM Sarens Serviços Técnicos De Engenharia E Locação Ltda, which islocated in Brazil, gained some substance and the joint venture was included in the consolidation.
• On the 16th of December 2013 there was an increase in share capital in the company EOLE OverseasNV. The increase in share capital was only subscribed by the external shareholders. After the capitalincrease the Sarens group is owning a 33,33% interest in EOLE Overseas NV, where this was a 50%interest on beforehand. As from December 2013 this company is included by use of the equity methodinstead of the proportional method in the consolidated annual accounts.
F-52
Nr. BE 0451.416.125 CONSO 5
• Some companies which have been consolidated for 100% in 2013 are in the process of liquidation. Thecompanies in process of liquidation are Sarens Saudi Arabia Ltd and Sarens Asia (ROH) Ltd.
• The name of two companies has changed. The name of the company Rigging International, Corp. waschanged into Sarens USA, Inc. and the name of Canada Crane Services Inc. was changed into SarensCanada Inc.
2. Group composition
As per balance sheet date, the legal structure of the Sarens group is as follows:
EntityCountry of
incorporationconso
method
% ofownership
in 2013
% ofownership
in 2012
Sarens Bestuur NV Belgium F 100 100Sarens NV Belgium F 100 100Sarens SARL (branch) Algeria F 100 100Sarens GmBH Germany F 100 100Sarens Italia Srl Italy F 100 100Sarkran NV Belgium F 100 100Sarens France (Branch)Nouvelle Caledonie New-Caledonia F 100 100Sarens NV - Ogranak (Branch) Serbia F 100 100Sarens Transport and Heavy Lift DOO Serbia F 100 100Sarens BE NV Belgium F 100 100Sarens France SAS France F 100 100Sarens Normandie sarl France F 100 100Sarens Nord Ouest SAS France F 100 100Sarens Sud sarl France F 100 100Eurolevage SARL France F 100 100Holding Sarens Nederland BV Netherlands F 100 100Management Sarens Nederland BV Netherlands F 100 100Sarens Montage BV Netherlands F 100 100Sarens Materieel BV Netherlands F 100 100Sarens Nederland BV Netherlands F 100 100Sarens Steel Erectors BV Netherlands F 100 100Sarens A/S Norway F 100 100Sarens Kranservice AS Norway F 100 100Sarens UK Ltd United Kingdom F 100 100Sarens Construction Ltd United Kingdom F 100 100G.E. Curtis Ltd United Kingdom F 100 100Sarens Polska Spzoo Poland F 100 100Zuraw Gdansk Spzoo Poland F 100 100Sarens Atyrau Gmbh (Branch) Kazakhstan F 100 100Sarens Russia LLC Russia F 100 100Sarens KM Ltd Russia F 100 100UAB Sarens Balticum Lithuania F 100 100Sarens Qatar LLC Qatar F 100 100Sarens for General Trading and Contracting WLL Iraq F 100 100Sarens for General Trading and Contracting LLC Iraq F 100 100Sarens Thailand Co. Ltd. Thailand F 100 100Sarens Asia (ROH) Ltd. Thailand F 100 100Sarens Korea (Branch) Korea F 100 100Sarens Korea Ltd. Korea F 100 100Sarens Vietnam Co. Ltd. Vietnam F 100 100Sarens Heavy Lift India Private Limited India F 100 100Sarens (Malaysia) SDN. BHD. Malaysia F 100 100Sarens Algérie Sarl Algeria F 60 60Sarens Maroc Morocco F 100 100
F-53
Nr. BE 0451.416.125 CONSO 5
EntityCountry of
incorporationconso
method
% ofownership
in 2013
% ofownership
in 2012
Sarens Tunisie sarl Tunisia F 70 70Sarens South Africa Limited South Africa F 100 100Sarens Cranes Services Nigeria Limited Nigeria F 100 100Sarens Heavy Lift Namibia (Pty Ltd) Namibia F 100 100Sarens North America Holding, Inc. United States F 100 100Sarens USA, Inc. United States F 100 100Sarens Heavy Lift Canada Ltd. Canada F 100 100Sarens Canada Inc. Canada F 90 90Servicios Corporativos Latino-americanos SA de CV Mexico F 100 100SRNS Latinoamérica SA de CV Mexico F 100 100Sarens de Colombia S.A.S. Colombia F 100 100SARENS BRASIL LOCAÇÃO DE EQUIPAMENTOSPARA CONSTRUÇÃO LTDA. Brazil F 100 100Groep Sarens de Venezuela C.A. Venezuela F 100 100SarensEcuador SA Ecuador F 100 100Sarens Chile SA Chile F 100 99Servicios para Maquinaria, S.A. Chile F 100 99Sarens (Australia) Pty Ltd Australia F 100 100Sarens Cranes Ltd Ireland F 100 100Sarens N. Middle East Holding Ltd. Bahrain F 100 100Epequip SPC Bahrain F 100 100Sarens Mauritius Mauritius F 100 100Sarens SZR LLC Russia F 100 100Sarens Tunglyft AB Sweden F 100 100Sarens Ukraine LLC Ukraine F 100 100
Sarens Gulf Heavy Lift LLCSultanate ofOman F 100 70
Sarens Saudi Arabia Ltd Saudi Arabia F 100 100Sarens Agir Yük Kaldirma Tic. Ltd. Sti Turkey F 100 100Sarens Heavy Lift Egypt LLC Egypt F 95 95Sarens Mozambique LDA Mozambique F 100 100Sarens Zambia Ltd. Zambia F 100 100Sarens Botswana (Pty) Ltd Botswana F 100 100Sarens Tanzania Limited Tanzania F 100 100Sarens Congo SARL Congo F 70 70Samoco NV Belgium F 100 —Sarens JWS (M) Sdn Bhd Malaysia F 75 —U.E.S. Logistics (Malaysia) Sdn Bhd Malaysia F 75 —Sarens JWS (S) Pte. Ltd. Singapore F 75 —Sarens Transport (Pty) Ltd. South Africa F 100 —SARBRA 1750 NV Belgium P 50 50WS Vermietung GmbH Germany P 50 50Sarens Nass Middle East w.l.l. Bahrain P 50 50Sarens Buildwell Nigeria Ltd Nigeria P 50 50Nebem BV Netherlands P 50 50BSM Sarens Serviços Técnicos De Engenharia ELocação Ltda Brazil P 50 50EOLE Overseas NV Belgium E 33,33 50ALVIAN MOST s.r.o Czech Republic E 25 25TAGI Logistics Vietnam E 49 49Betonbouw Nederland Holding Nederland E 25 25
Sarens - Abu Dhabi (Branch)United ArabEmirates O 100 100
Sarens Argentina SA Argentina O 100 100PT Sarens OCS Indonesia Indonesia O 49 49
F-54
Nr. BE 0451.416.125 CONSO 5
EntityCountry of
incorporationconso
method
% ofownership
in 2013
% ofownership
in 2012
Sarens Panama S.A. Panama O 100 —Transportes y servicios especializados de izamiento
Sarens Bolivia S.A. Bolivia O 100 —Ververmeer Materieel BV Netherlands D — 100Sarens Gulf Equipments Trading LLC United Arab
Emirates D — 100Perth Crane Hire Pty Ltd Australia D — 100
F= Full Consolidation
P= Proportional Consolidation
E= Equity Method
D= Deconsolidation
O= not included in the consolidation last year because of minor importance.
Some companies are not included in the consolidation because:
• they are of minor importance and have no material impact on the true and fair view of the consolidatedfinancial statements; or
• the information necessary for inclusion in the consolidated annual accounts cannot be obtained withoutdisproportionate expense or undue delay;
It concerns following companies: Sarens - Abu Dhabi Branch, Sarens Argentina SA, PT Sarens OCS Indonesia,Sarens Panama S.A. and Transportes y servicios especializados de izamiento Sarens Bolivia S.A.
Annually an assessment is made on to which companies are to be included in the consolidation.
3. Consolidation details
In the consolidation the amounts payable and amounts receivable between the fully consolidated companies ofthe group were eliminated. The results pertaining to transactions between the fully consolidated companiesincluded in the consolidation were also eliminated.
The consolidated annual accounts were composed on the same day as the individual annual accounts included inthe consolidation.
For the companies that are directly or indirectly, in fact and in law, controlled by Sarens Bestuur NV, the fullconsolidation method is applied, whereby the headings of the consolidated companies are added completely tothe corresponding headings of the consolidating company, with the exception of inter-company transactions andthe establishment of the rights of the third-party shareholders (liabilities heading “Minority Interests”).
The difference in consolidation is the difference between the book value of the participation on one hand and theproportional part of the equity capital (intrinsic value) of the subsidiaries included in the consolidation on theother hand.
This consolidation difference is either positive (goodwill) or negative (badwill).
• Positive consolidation difference: when the book value of the participation in the annual accounts ofthe parent company > the proportional part of the equity capital of the subsidiary at the time ofacquisition.
• Negative consolidation difference: when the book value of the participation in the annual accounts ofthe parent company < the proportional part of the equity capital of the subsidiary at the time ofacquisition.
The term “minority interests” can be defined as the share of the equity of the consolidated annual accounts thatdoes not belong to the Sarens group, but to third-party shareholders.
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The proportional consolidation is applied to joint subsidiaries (joint ventures). All headings for the annualaccounts are included in proportion to the percentage held. Through an entry, only the share in the assets,liabilities and the profit and loss account that belongs to the group is included.
The equity method is applied for associated companies in which the group has participations between 20% and50%.
This method entails that the participation in the balance is included for the amount that corresponds to the sharein the equity of the company concerned, including the results for the financial year. In other words it is more of amethod of valuation rather than a method of consolidation. The share in the results of the participation to whichthe equity method is applied, is recorded in the profit and loss account under a separate entry (see code 9975).
The other companies in which Sarens Bestuur NV does not exercise a significant control, or which have anegligible effect upon the consolidation, are included separately for their acquisition price, under the assets (seecode 284) of the financial fixed assets.
4. General
Sarens Bestuur NV is a company with limited liability incorporated under Belgian Law. The company has itsregistered offices at Autoweg 10,1861 Meise/Wolvertem and was incorporated on 10th November 1993 withregistration number 0451.416.125. The company’s share capital is 80.000.000 EUR, represented by12.244 shares.
The company’s financial year begins on January the 1st and ends on December the 31st of each year.
Sarens Bestuur NV is the ultimate parent company of the Sarens group and the consolidating entity.
5. Basis of preparation
The consolidated financial statements are prepared in accordance with Belgian Generally Accepted AccountingPrinciples (BGAAP) and the specifications of Chapter III, Title II of the Royal Decree of the 30th January 2001with respect to the consolidated accounts of the trading companies.
According to Belgian Generally Accepted Accounting Principles (BGAAP), the historical cost principle isapplied as measurement basis.
Unless explicitly stated, the accounting policies are applied consistently from year to year.
The consolidated companies undertake the necessary revisions themselves for the consolidation in order to applythe valuation rules of the group and to ensure they are consistent with the accounting regulations applicable inBelgium.
The following revisions were primarily undertaken for this purpose: recalculation of the depreciation as a resultof the expected economic life-span of the assets, inclusion of off-balance leasing agreements and the inclusion ofoff-balance social obligations.
6. Basis of consolidation
The consolidated financial statements include the financial data of the company and its subsidiaries, jointlycontrolled entities and associates.
a. Subsidiaries
Subsidiaries are all entities over which the company has the power, directly or indirectly, to govern the financialand operating policies so as to obtain benefits of it, generally implying 50% +1 of the voting rights. The financialstatements of the subsidiary are included in the consolidated financial statements from the date on which thegroup acquires control until the date that the control ceases. Subsidiaries are consolidated by use of the fullconsolidation method.
Intercompany transactions, balances and unrealized gains on transactions between group companies areeliminated; unrealized losses are also eliminated unless such losses are lasting.
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b. Investments in jointly controlled entities
Jointly controlled entities are all entities, over which the company has, direct or indirectly, joint control,meaning that strategic, financial and operating decisions relating to the activity require the unanimous consentof the parties sharing control. The proportionate consolidation method is applied to all jointlycontrolled entities. This method combines line by line the company’s share of each of the assets, liabilities,income and expense of the jointly controlled entity with similar items in the company’s consolidated financialstatements.
Intercompany transactions, balances and unrealized gains on transactions between the joint controlled entity andgroup entities are eliminated to the extent of the interests held by the group. Unrealized losses are also eliminatedunless such losses are permanent.
c. Investments in associates
Associates are all entities over which the company has, directly or indirectly, a significant influence and whichare neither subsidiaries nor jointly controlled entities. This is presumed if the company holds at least 20% of thevoting rights. Associates are consolidated by application of the equity method. The equity method is a methodwhereby the investment is initially recognized at cost and adjusted thereafter for the post-acquisition change inthe group’s share of the net assets of the associate.
7. Accounting policies
a. General
The accounting information disclosed in the consolidated financial statements of Sarens Bestuur NV provides atrue and fair view of its statement of financial position and income statement, in conformity with BGAAP.However, financial statements do not provide all the information that users may need, to make economicdecisions since they represent the financial effects of past events and do not necessarily presents non-financialinformation.
Assets are recognized in the statement of financial position when it is considered probably that future economicbenefits will flow to the entity and the cost of the asset can be measured reliably. Liabilities are recognized in thestatement of financial position when it is probable that the settlement of the liability will result in an outflow ofresources embodying economic benefits and the amount at which the settlement will take place, can be measuredreliably. In both circumstances probably means more likely than not.
Income is recognized in the income statement when an increase in future economic benefits related to an increasein an asset or a decrease of a liability has arisen that can be measured reliably. Expenses are recognized in theincome statement when decrease in future economic benefits related to a decrease in an asset or an increase of aliability has arisen that can be measured reliably.
If a transaction results in the termination of future economic benefits or when all risks relating to an asset ora liability are transferred to a third party, the asset or liability is derecognized in the statement of financialposition.
b. Use of estimates
The principal of substance over form is applied, whereby the ultimate goal is to include all details which are ofany importance to form an opinion on the assets, the financial position and the results of the company.
In the preparation of the financial statements, management is required to form judgments, assumptions andestimates about the carrying amounts of assets and liabilities. The judgments, estimates and assumptions arereviewed on an on-going basis. Changes in estimates are recognized in the period in which the revision is madeand in future periods for which the revision has consequences. However the resulting estimates will not alwaysbe equal to the corresponding actual results.
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c. Foreign currencies
The consolidated financial statements are presented in thousand EUR which is the company’s functional and thegroup’s presentation currency.
i. Foreign currency translation
Each group entity reports in their functional currency which is the currency of the primary economicenvironment in which the entity operates. If a foreign operation reports in a functional currency different fromthe group’s reporting currency, the financial statements of the foreign operation are translated as follows:
• Assets and liabilities are translated at the closing exchange rate published by the European CentralBank;
• Income and expenses are translated at the average exchange rate for the year;
• Shareholder’s equity and its components, consolidation goodwill and participations are translated at thehistorical exchange rate.
The resulting translation adjustments are recorded in shareholder’s equity under the caption “TranslationDifferences”. When a foreign operation is partially disposed of or sold, exchange differences that were recordedunder the caption “currency translation reserve” are recognized in the income statement as part of the gain or losson sale.
ii. Foreign currency transactions
Foreign currency transactions are recognized during the period in the functional currency of each entity at theexchange rate applicable at the date of the transaction. The transaction date is the date at which the transactionfirst qualifies for recognition.
Subsequently monetary assets and liabilities denominated in foreign currencies are translated at closing rate ofthe balance sheet date. Gains and losses resulting from the settlement of foreign currency transactions and fromthe translation of monetary assets (see above) are recognized in the income statement as a financial result.
From 2013 onwards the group presents unrealized exchange differences on intercompany loans of a permanentnature and for which the group has the intention to incorporate these in the capital of the subsidiary, no longer asa financial result but directly under the heading “currency translation reserve” in equity. The effect of this changein valuation rule amounts to 9,6 million EUR for the year 2013.
Non-monetary assets and liabilities which are carried in terms of historical cost denominated in a foreigncurrency are measured using the exchange rate at the date of the transaction.
d. Consolidation differences
i. Negative consolidation differences (liabilities)/badwill
The negative difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the negative price when it comes to the acquisition of shares) is includedunder this heading.
The initial consolidation differences with respect to existing participating interests are compensated as long as anegative balance remains for the liabilities in the balance sheet.
The negative consolidation differences in the consolidated annual accounts amount to 2,2 million EUR.
ii. Positive consolidation differences/goodwill
The positive difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the additional price when it comes to the acquisition of shares) isincluded under this heading.
The positive consolidation differences are amortized on a straight-line basis over a period of 5 years.
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Positive consolidation differences are subject to impairment if economic conditions or technologicaldevelopments have a negative impact on the entity’s future business.
e. Formation expenses
Formation expenses are recorded at cost and depreciated at 100%
Specific transaction related costs on debt issuance are capitalized at cost and depreciated on a straight-line basisover the period of the loan agreement.
f. Intangible fixed assets
Intangible fixed assets comprises research and development costs, patents and other similar rights as well ascustomer lists and other intangible commercial assets such as brand names.
Intangible assets are recognized if and only if:
• the asset is identifiable;
• the group has control over the asset;
• it is probable that future economic benefits that are attributable to the asset will flow to the entity and;
• the cost of the asset can be measured reliably.
Intangible assets are initial measured at their purchase price, including any import duties and non-refundablepurchase taxes and any directly attributable expenditure on preparing the assets for its intended use.
The cost of intangible assets acquired through a business combination is the fair value of the acquired asset at theacquisition date. Internally generated intangible assets are measured as the sum of expenditures incurred from thedate when the intangible assets meet the recognition criteria.
After initial recognition an intangible asset is carried at its costs less any accumulated amortization andimpairment loss. Intangible assets are amortized over their useful estimated economic life using a straight linemethod.
The group has determined following annual depreciation rates for intangible assets:
- Research and development costs 20%- Concessions, patents and other similar rights 20% - 33,33%- Customer lists and other intangible commercial assets 20%
An impairment loss will be recorded if the carrying amount of the intangible asset exceeds its recoverableamount which is the higher of its value in use or its sales value.
g. Property, plant and equipment
Property, plant and equipment are recognized if and only if:
• the group has control over the asset;
• it is probable that future economic benefits associated with the asset will flow to the entity;
• the cost of the item can be measured reliably.
Property, plant and equipment are recognized initially at cost. Cost is defined as the amount of cash or cashequivalents paid or the fair value of the consideration given to acquire an asset at the time of its acquisition orconstruction.
Costs include all expenditures directly attributable to bringing the asset to the location and condition necessaryfor its intended use (e.g. import duties and non-refundable purchase taxes, directly attributable costs of bringingthe assets ex works to the location,…).
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Costs incurred to upgrade significantly the property, plant and equipment or to extend the lifetime shall becapitalized up to the maximum market value and written off over the remaining lifetime of the asset.
Any costs in excess of market value of the equipment shall be expensed.
The cost of property, plant and equipment with a limited useful life is reduced to its estimated residual value bythe systematic allocation of depreciation over the assets useful life.
Amortization is applied on the grounds of linear economic percentages calculated on the basis of the duration ofthe depreciation and taking into account the residual value, namely:
Amortised Period Residual Value
Industrial Buildings 10 Years 0%Barges 20 years 20%Office Buildings 33 Years 0%Plant, Machinery and Equipment 5 Years 0%Furniture 10 Years 0%Vehicles- Mobile cranes up to 200 ton 7 Years 10%- Mobile cranes more than 200 ton 10 Years 15%- Lattice Boom Cranes 15 Years 20%- Hydraulic Trailers 15 Years 20%- Other Vehicles 5 Years 5%Leasing and Similar Rights According to categoryOther Tangible Assets 5 Years 0%
Assets held under finance lease are depreciated on the same basis as owned assets.
An impairment loss will be recorded if the carrying amount of the tangible asset exceeds its recoverable amountwhich is the higher of its value in use or its sales value.
Gains and losses on disposal of equipment used in the ordinary course of business are included in operatingresults while all other gains and losses on disposal are included in extraordinary results.
Additional expenses are debited against the same percentage as the principal sum.
All gains arising from an internal group transaction since 2009 were eliminated.
Losses arisen from internal group sales were eliminated and impairment is accounted on the corresponding fixedasset.
h. Hoisting Equipment
Until the 31st of December 2012 the purchase of hoisting equipment was expensed.
In 2013, SAP has been adapted in order to keep track of this equipment and to improve the allocation of therelated costs to the specific projects where it is being used. This change will ensure a better cost control on thistype of equipment. Since the economic lifetime of this equipment is on average 5 years, and the equipment iseffectively being used over a period of more than one year, the purchase of new hoisting equipment will becapitalized as “Plant, machinery and equipment” and depreciated over a period of 5 year with a residualvalue of 0%.
The rental stock has been valued at 3,0 million EUR and will be recognized as per 31st of December 2013
The impact on the figures is as follows:
Acquisition value 3.021.521Depreciation -2.355.909
Net result 665.612
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i. Leasings
Rights-of-use on goods are classified as finance leases when the following conditions are met:
• The contractual agreed lease terms, increased by the amount to be paid upon exercising the purchaseoption, in addition to the interest and the costs of the transaction, should recover the full capitalinvested by the lessor;
• The amount of the purchase option may not exceed 15% of the invested capital;
• The agreement must stipulate the transfer of ownership and the purchase option.
The group has only rights-of-use on movable assets.
Rights-of-use on movable assets under which substantially all the risks and rewards of ownership are effectivelyretained by the lessor are classified as operating leases. Lease payments under an operating lease are recognizedas an expense.
j. Financial fixed assets
The group classifies its financial assets in the following categories:
• investments in associates;
• participating interests in other entities
• other financial fixed assets
i. Investments in associates
Associates are all entities over which the group has significant influence but no control over the strategic,financial and operating policies. This is presumed if the company holds at least 20% of the voting power.Investments in associates are accounted for using the equity method.
If the group’s share of losses of an associate equals or exceeds its interests, the group will discontinuerecognizing its share of further losses. After the group’s interest is reduced to nil, the group recognizes a liabilityin the case that the group incurred legal or constructive obligations or made payments on behalf of the associate.
The group’s share in the yearly profit or loss of the associate is included in the income statement under thecaption “share of results in associates”.
ii. Participating interest in other entities
Participating interest in other entities are all entities over which the group has no significant influence but inwhich the group wants to hold or build a long term relationship.
Participating interest in other entities are initially recorded at acquisition cost and are subsequently measured atthe lowest of their acquisition value or fair value, which is the amount at which the interest could be bought orsold in a transaction between knowledgeable and willing parties in an arm’s length transaction.
iii. Other financial assets
Other financial assets comprise mainly long-term paid guarantees. Other financial assets are measured at theirnominal value. The group does not discount any interest-free long term receivable included in other financialassets.
k. Inventories
The group classifies its inventories in the following categories:
• raw materials and consumables : covering tires, spare parts, fuel, consumables and tools;
• goods purchased for resale : covering all assets purchased with an intention to resale it;
• contracts in progress
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i. Raw materials, consumables and goods purchased
Raw materials, consumables and goods purchased for resale are measured at the lower of cost of purchase andnet realizable value. Cost of purchase is based on the FIFO method, assuming that the goods purchased first aresold first. If the net realizable value is lower than the cost of purchase the group’s writes-off the excessimmediately in profit or loss.
ii. Contracts in progress
Because of the nature of activities (construction contracts) in which the group is involved, the date at which thecontract activity is started and the date at which the activity is completed, usually falls in a different accountingperiod. The group uses the percentage of completion method in order to allocated contract revenue and contractcosts to the accounting period in which the work is performed.
Therefore, the group recognizes in inventories a gross amount, for all contracts in progress for which costsincurred plus recognized profits (or less recognized losses) exceed the progress billing.
l. Trade receivables
Trade receivables are measured at nominal value, less the appropriate impairments for amounts regarded asunrecoverable. At each reporting date the group assess whether there are indications that a trade receivableshould be impaired. A trade receivable is impaired if it is probable that the entity will not or only partially collectthe amounts due.
m. Cash and cash equivalents
The other investments are valued at nominal value.
n. Prepayments and accrued income
The accrued income and deferred charges are reported pro rata temporis on the balance sheet date, based on thefacts known.
o. Investment grants
Investment grants are reported after deduction of deferred taxes, which are included under the caption“Provisions and deferred taxes”.
p. Revaluation surplus
Until 2008 gains realized on the sale of tangible fixed assets within the group were not eliminated because of thefact that these transactions take place at arm’s length. The gains realised through these transactions wereeliminated from the result of the year and reported as a revaluation surplus (included in equity). Despite the factthat these gains are taxed in the statutory accounts of the subsidiaries involved, no deferred tax asset wasaccounted for. On the moment that the fixed asset item are sold to a third party, the revaluation surplus will bereleased through the income statement.
As from 2009 all gains realized on the sale of tangible fixed assets have been eliminated in the income statement.
q. Amounts payable
These debts are valued at nominal value.
r. Accrued charges and deferred income
The accrued charges and deferred income are reported pro rata temporis on the balance sheet date, based on thefacts known.
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s. Non-controlling interests
Non-controlling interests represent the share of minority shareholders in the equity of subsidiaries which are notfully owned by the group. Non-controlling interests are initially measured at the non-controlling shareholdersproportion in the net assets of the acquired subsidiary. Subsequently, they are adjusted by the appropriate non-controlling interest share of profits or losses.
t. Provisions
Provisions are systematically created on the basis of the principals of prudence, honesty and good faith.
Provisions are recognized when and only when:
• the group has a current legal or constructive obligation as a result of a past event;
• it is probable that an outflow of resources embodying economic benefits will be required to settle theobligation; and
• a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each balance sheet date and are adjusted to reflect the best estimate of the minimumexpenditure required to settle the present obligation.
u. Deferred taxes
Deferred taxes are the amounts of income taxes recoverable or payable in future periods in respect of:
• deductible or taxable temporary differences;
• the carry forward of unused tax losses; and
• the carry forward of unused tax credits.
The group recognizes only deferred tax liabilities in accordance with the prudence principle from BGAAP.
Deferred tax assets and liabilities are measured at the tax rate the group’s company is subject to.
If a group’s company has deferred tax assets and liabilities, it offsets the deferred tax assets to the extent of thedeferred tax liabilities and derecognizes any remaining deferred tax asset.
v. Pensions
The group has various post-employment benefits schemes in accordance with the practices of the countries itoperates in.
i. Defined contribution plans
The majority of the pension’s plans in the group are defined contribution plans whereby the group pays fixedcontributions to a separate fund (e.g. insurance fund). Obligations in respect of contributions to the fund arerecognized as an expense in the income statement as they fall due.
Supplementary pensions plans in Belgium are legally subject to a minimum guaranteed return to the employee,and hence there are accounted for as defined contribution plans since the minimum legally required return issufficiently guaranteed by the insurance company.
ii. Defined benefit plans
In case of early retirement the group records a provision for the expected cost of early retirement. The expectedcost is measured as the sum of the possible future payments the group has to make in order to comply with locallegislation. The provision for early retirement is not based on actuarial calculations.
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w. Recognition of income
If the outcome of a project can be estimated reliably, the operating income from such a project is recognizedusing the percentage of completion method. Progress is measured for each contract on the proportion of theexpected total cost for the contract incurred to date, excluding cost of subcontracted work. An expected loss on aproject is recognized immediately in the income statement. Crane rental income is recognized over the rentalperiod. Profits on trading of equipment and profits on sale of fixed assets are accounted for at the time of transferof economic ownership
8. Risks and uncertainties
The Sarens group is active worldwide and therefore subject to inherent market risks which may includeeconomic, legal, political, labour and tax risks of the countries in which the Sarens group is active.
The majority of the activities of the Sarens group are subject to competitive pressure from both local andinternational competitors. The development of new technologies by competitors or the entry on a market of anynew or existing competitor may have a negative impact on the turnover.
Furthermore the Sarens group is subject to risks associated with the proper execution of its projects.
The above described risks are managed by establishing mitigating actions or controls to ensure that risks aremanaged and reduced.
In accordance with the risk management policies of the Sarens group, specific derivative financial instrumentsare used to reduce the risk of being exposed to interest, currency and credit risks.
The currency risk of the Sarens group can be split out into a translation currency risk and a transactional currencyrisk.
The translation currency risk arises when the functional currency of foreign operations is being translated to thereporting currency which is the EUR. There are no hedges against this risk, as the translation currency risk doesnot impact the cash flows of the company.
The transactional currency risk arises as a result of the commercial international activities. The group is mainlyexposed to currency exchange fluctuations with the USD or other dollar related currencies.
The Sarens group minimizes this risk by:
• making sales and purchases in the same currency on one hand;
• and by hedging the net position in foreign currency when it is deemed necessary on the other hand.
Taking into account the size of the yearly investments the group is also exposed to interest risks. The interest riskis being hedged by interest rate swaps and collar agreements.
The risk on non-recoverable debts is small, given the good reputation and solvability of its clients, thediversification of its portfolio and the constant monitoring of its outstanding receivables.
At the 31st of December 2013 the market value of the financial instruments of the group, amounts to -7.759.530EUR. The counter parties of the financial instruments are financially solid partners.
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9. Financial results of the company
The activities can be represented by the summarised profit and loss account
Thousands EUR 2013 2012
Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 592.065 560.288 5,7%Stocks of finished goods and contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . -742 21Own work capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.172 5.131Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.570 10.141
Total operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609.065 575.581 5,8%
Raw materials and consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38.954 -39.064Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -243.462 -219.250Renumeration, social security costs and pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . -167.159 -155.144 7,7%Depreciations and amounts written off on fixed assets . . . . . . . . . . . . . . . . . . . . . . . -96.963 -86.274Amounts written off stocks, contracts in progress and trade debtors . . . . . . . . . . . . -6.900 -6.656Provisions for liabilities and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1.065 -3.998Other operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8.587 -13.209
Total operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -563.090 -523.594 7,5%
Operating profit (EBIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.975 51.987 -11,6%
Income from financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 959 657Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.600 15.116
Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.559 15.773 -1,4%
Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30.975 -28.490Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35.168 -22.534
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66.143 -51.024 29,6%
Profit on ordinary activities before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4.609 16.736
Extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.645 717 268,9%Extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -59 -2.283 -97,4%
Profit for the period before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2.023 15.170
Transfer to/from deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7.569 -7.553Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9.107 -4.933
Income tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16.676 -12.486 33,6%
Profit of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18.699 2.684
Share in result of the companies using the equity method . . . . . . . . . . . . . . . . . . . . 187 133
Consolidated net result for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18.512 2.817
Share of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18.414 2.302Share of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -98 515
a) Consolidated income statement of the company
i) Turnover
The group’s turnover of 592.1 million EUR represents an increase of 5.7% compared to 2012. The highestturnover ever achieved by Sarens. The growth was mainly driven by the markets in Australia, Middle East andNorth America.
ii) Other operating income
Other operating income consists primarily of realized gains on sales of cranes.
iii) Operating expenses
The growth of the turnover is reflected by an increase of operating expenses. Operating expenses increased by39,4 million EUR or by 7,5%, from 523,5 million EUR in 2012 to 563,0 million EUR in 2013.
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In order to achieve this growth in turnover the group has made more use of subcontractors (+14,3 million EUR)and operational leasing (BGAAP) (+ 5,4 million EUR).
The fact that the crane fleet has further grown in 2013 has had a positive impact on the number of peopleemployed. The increase of the number of big international projects has a similar impact on the personnel costs.The personnel cost increased by 7,7% compared to last year.
iv) EBITDA
EBITDA is the abbreviation for “earnings before interests, taxes, depreciations and amortisations of tangible andintangible assets”. The EBITDA is calculated by adding the depreciations, amortisations, impairments andprovisions to the operating profit (EBIT).
The EBITDA increased moderately from 148,9 million EUR in 2012 to 150,9 million EUR in 2013, while theoperational profit reached 46,0 million EUR. The EBITDA margin (EBITDA / turnover) slightly decreased to25,5% compared to 26,6% in the previous year.
v) Operating results (EBIT)
The operating results decreased from 51,9 million EUR in 2012 to 45,9 million EUR in 2013. The decrease ismainly explained by an increase of the depreciations on fixed assets.
The depreciations increased further as a consequence of the investing in additional crane capacity during therecent years.
The write-offs on trade debts have remained stable compared to 2012.
Provisions are recognized for post-employment benefits, claims and environmental pollutions.
During 2014 the focus will be further improve the operational efficiency and create synergies from the past yearsrapid global expansion. Investment plans are in place to keep our fleet up to date.
vi) Financial costs and income
The global financial debt has increased and as a result, the interest expenses increased from 28,5 million EUR in2012 to 31,0 million EUR in 2013. The other financial charges consist primarily of unrealized and realizedexchange losses. The realized and unrealized exchange losses amount to 29,9 million EUR in 2013.
The realized and unrealized exchange gains are included in the other financial income for an amount of14,6 million EUR.
The depreciations on loan premiums are included under the header financial costs in the consolidated accounts.
vii) Extraordinary costs and income
Due to the sale of a real estate property in Poland, an extraordinary income of 1,4 million EUR was realized.
The capitalization of hoisting equipment in Sarens NV gave rise to an extra ordinary income of 0,6 million EUR.The breakdown of this extra-ordinary result was included under heading 7.h.
viii) Share in the results of associated companies
The contribution to the consolidated net result of the associates was as follows:
- ALVIAN MOST s.r.o . . . . . . . . . . . . . . . . . . . . . - 0,05 million EUR- TAGI Logistics . . . . . . . . . . . . . . . . . . . . . . . . . . + 0,2 million EUR- EOLE Overseas NV . . . . . . . . . . . . . . . . . . . . . . . - 0,02 million EUR
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ix) Taxes
Income tax expense for the year 2013 amounts 16,7 million EUR, whereas in 2012 the income tax expensesamount to 12,5 million EUR. The amount of deferred taxes has remained stable compared to 2012. In 2013 thedeferred taxes amounted to 7,6 million compared to 7,5 million in 2012.
All deferred taxes are calculated using the local tax rate applicable for the subsidiary and are mainly the result ofa difference between the local depreciation and group’s economic depreciations. The group’s economic servicelife over which assets should be depreciated is in general longer.
In accordance with BGAAP deferred taxes assets are set off against deferred tax liabilities. Deferred tax assetsare not recognized in case the deferred tax liabilities are insufficient for offsetting.
x) Consolidated net result
The share of the group in the result of 2013 amounts to -18,4 million EUR while the minorities realized again of 0,1 million EUR. The result of 2013 was heavily impacted by the adverse evolution of some majorcurrencies.
b) Consolidated balance sheet of the company
i) Assets
In 2013 there were almost no additions on the formation expenses. The total amount of formation expenses havetherefore decreased from 23,1 million EUR in 2012 to 21,4 million EUR in 2013.
We refer to section 7.d.ii of this annual report for a discussion on the movements on positive consolidationdifferences.
The net book value of the tangible fixed assets increased further to 812,6 million EUR in 2013 as a result offurther investing in crane capacity and rolling equipment. As a comparison, in 2012 the net book value of thetangible fixed assets amounted to 799,8 million EUR. In 2013 the group invested over 120,0 million EUR in newfixed assets, which were mainly allocated to the regions Middle East, Australia, Canada and the global projectsdivision which is located in Belgium.
Financial fixed assets decreased with 0,9 million EUR. Furthermore, the carrying amount of the other associatesincreased with 0,2 million EUR as result of the profit generated in 2013 (see also the topic share of results inassociates).
The current assets in 2013 amount to 274,4 million EUR against 262,3 million EUR in 2012. The main elementsare:
Thousands EUR 2013 2012
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185.129 176.281Write-offs trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . -25.478 -21.279
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159.651 155.002
VAT and other tax receivables . . . . . . . . . . . . . . . . . . . . . . . 18.178 18.354Other receivables within 1 year . . . . . . . . . . . . . . . . . . . . . . . 20.972 21.567Other receivables after more than 1 year . . . . . . . . . . . . . . . 8.717 4.392
Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 47.867 44.313
The trade debtors, amount to 159,7 million EUR on the 31st of December 2013. The trade debtors increased byonly 3% compared to previous year, which highlights our further improvements on days sales outstanding,decreasing from 101 days in 2012 to 98 days in 2013.
The cash position of the group remains healthy with 42,4 million EUR of cash and cash equivalents perDecember 2013.
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The deferred charges include costs related to the strategic movements. These costs are expensed over more thanone year; pro rata the use of the crane. Transportation costs, custom duties and cleansing costs are only deferredin case of “strategic decision making” by the board.
The total assets amount to 1.096,6 million EUR in 2012 compared to 1.117,4 million EUR in 2013, an increaseof 1,9%.
ii) Liabilities
The equity of the consolidated financial statements amounts to 230,6 million EUR in 2013 compared to254,1 million EUR in 2012. The equity decreased with 23,5 million EUR mainly as a result of the negative shareof the group of 2013. The equity was impacted by the negative impact of currency translation differences, but theequity ratio remains at an acceptable level of 20,6%.
Thousands EUR < 1 year 1 - 5 years > 5 years Total
31 December 2013Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.887 41.887Leasing and other similar obligations . . . . . . . . . . . . . . 70.823 169.023 50.225 290.070Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.177 172.578 47.120 249.875Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.055 3.055
101.000 383.488 100.400 584.887
The increase in financial debt is a result of the expansion of the group. Long-term debts grow with 64,5 millionEUR to 483,9 million EUR of which 41,9 million EUR is subordinated. The amounts payable after one yearpertains primarily to investment loans and lease obligations granted to finance the capital expenditures in cranesand rolling equipment. The net financial non-subordinated debt of 516,8 million EUR represents a slight increaseof 2,4% on previous year. The covenant ratios remain within the limits agreed upon with our financial partners.
Thousands EUR 2013 2012
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121.076 102.880Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121.076 102.880
Advances received on contracts in progress . . . . . . . . . . . 4.219 6.106
VAT and other tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . 29.100 26.215Renumeration and social security payable . . . . . . . . . . . . . . 13.291 13.537Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.497 3.804
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.888 43.556
The amounts payable within one year including the accruals and deferred income, amount to 300,5 million EURin 2013 compared to 329,3 million EUR in 2012. The decrease is mainly due to the decrease in short term loansto credit institutions. Apart from that the subordinated loan of 10 million EUR, which was recorded as a shortterm payable in 2012, has been paid back in 2013. There is an increase in the trade payables as a result of thehigher activity of the group.
The liquidity of the group increased to 91,3% in 2013 (79,7% in 2012).
In 2013, the group employed worldwide at the 31ste of December 2013, 4.262 people (3.826 people in 2012).People employed at associated companies of the group are included in this number.
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10. Intangible assets - acquisitions - depreciation
The capital expenditures and movements of the year for intangible fixed assets are shown in the table underneath:
Thousands EUR
Positiveconsolidationdifferences
Research &development
Concessions,patents and similar
rights
Customer lists andother intangible
commercial assets
Formationexpenses and
loan issueexpenses
Totalintangible
fixed assets
Acquisition valueBalance at 31 December 2012 . . 25.798 1.455 4.876 1.971 25.321 33.623Additions . . . . . . . . . . . . . . . . . . . . 2.714 9 254 43 306Disposals and retirements . . . . . . . -23 -9 -32Effect of foreign currency
exchange differences . . . . . . . . 301 -75 -1 -1 -77Other movements . . . . . . . . . . . . . -3 -3
Balance at 31 December 2013 . . 28.813 1.366 5.121 1.970 25.360 33.817
Accumulated depreciation andimpairment losses
Balance at 31 December 2012 . . -21.437 -964 -2.659 -1.303 -2.187 -7.113Depreciation expense recorded . . . -3.331 -223 -892 -209 -1.748 -3.072Disposals and retirements . . . . . . . 7 9 16Effect of foreign currency
exchange differences . . . . . . . . -67 50 2 -15Other movements . . . . . . . . . . . . . -22 3 -19
Balance at 31 December 2013 . . -24.835 -1.130 -3.564 -1.512 -3.930 -10.136
Carrying amount
At 31 December 2013 . . . . . . . . . 3.978 236 1.557 458 21.430 23.681
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11. Tangible assets - acquisitions - depreciation
The capital expenditures and movements of the year for tangible fixed assets are shown in the table underneath:
Thousands EUR
Landand
buildings
Plant,machinery
andequipment
Cranes &rolling
equipment
Cranesundercapitallease
Otherleasings
andsimilarrights
Othertangible
fixedassets
Assetsunder
constructionand
advancepayments
Totaltangible
fixed assets
Acquisition valueBalance at 31 December 2012 . . . . . 9.892 55.517 539.498 533.726 53.177 5.486 6.096 1.203.392Additions . . . . . . . . . . . . . . . . . . . . . . 424 12.861 108.813 6.192 5.170 1.410 7.135 142.005Disposals and retirements . . . . . . . . . -555 -2.304 -1.668 -23.940 -970 -20 -1.321 -30.778Effect of foreign currency exchange
differences . . . . . . . . . . . . . . . . . . . -518 -1.412 -19.824 -2.110 -409 -183 -66 -24.522Tranfer to other assets categories . . . 146 -225 -13.785 4.527 1.177 -79 -6.104 -14.343Other movements . . . . . . . . . . . . . . . 3.127 3.127
Balance at 31 December 2013 . . . . . 9.389 67.564 613.034 518.395 58.145 6.614 5.740 1.278.881
Revaluation surplus
Balance at 31 December 2012 . . . . . 0 0 3.982 0 0 0 0 3.982Additions . . . . . . . . . . . . . . . . . . . . . . — — 3 — — — — 3Disposals and retirements . . . . . . . . . -24 -24Effect of foreign currency exchange
differences . . . . . . . . . . . . . . . . . . . -223 -223Tranfer to other assets categories . . . 533 533Other movements . . . . . . . . . . . . . . . 0
Balance at 31 December 2013 . . . . . 0 0 4.271 0 0 0 0 4.271
Accumulated depreciation andimpairment losses
Balance at 31 December 2012 . . . . . -2.682 -29.884 -238.164 -118.734 -14.695 -3.371 0 -407.530Depreciation expense recorded . . . . . -397 -8.296 -41.905 -36.737 -4.287 -682 -92.304Written back because superfluous . . . 0Acquisitions from third parties . . . . . -1.561 -545 -2.501 -426 -35 -5.068Disposals and retirements . . . . . . . . . 318 2.398 923 8.136 70 14 11.859Tranfer to other assets categories . . . -485 -6.027 18.588 1.918 -47 13.947Effect of foreign currency exchange
differences . . . . . . . . . . . . . . . . . . . 75 886 8.480 1.202 226 79 10.948Other movements . . . . . . . . . . . . . . . -2.356 -2.356
Balance at 31 December 2013 . . . . . -2.686 -39.298 -277.238 -130.046 -17.194 -4.042 0 -470.504
Carrying amount
At 31 December 2013 . . . . . . . . . . . 6.703 28.266 340.067 388.349 40.951 2.572 5.740 812.648
12. Subsequent events:
• In January 2014 a new company was founded in Kazakhstan, named Sarens Kazakhstan LLP.
• In February 2014 a new branch of Sarens NV was founded in Erbil, in Iraq.
• In March 2014 two new companies were founded, one in Peru and one in Ivory coast.
• As from January 2014 onwards Sarens has sold 15% of its interests in Sarens for General Trading andContracting WLL in Iraq.
13. Related party transactions:
All transactions with related parties performed by the group are made against normal market conditions (at armlength) according to the local economic environments of the parties involved
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Wolvertem, the 30th of April 2014
The Board of directors,
Ludo A.C. Sarens
Managing director
Benny Sarens Hendrik Sarens Marc Sarens Guido Segers
Director Director Director Director
FV Management BVBA Margates BVBA
Represented by: Represented by:
Frank Vlayen Cédric Van Cauwenberghe
Director Director
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Statutory auditor’s report to the general meeting of Sarens Bestuur NV as of and for the year ended31 December 2013
In accordance with the legal requirements, we report to you in the context of our statutory auditor’s mandate.This report includes our report on the consolidated accounts as of and for the year ended 31 December 2013, asdefined below, as well as our report on other legal and regulatory requirements.
Report on the consolidated accounts - unqualified opinion
We have audited the consolidated accounts of Sarens Bestuur NV (“the Company”) and its subsidiaries (jointly“the Group”) for the year ended 31 December 2013, prepared in accordance with the financial reportingframework applicable in Belgium. These consolidated accounts comprise the consolidated balance sheet as at31 December 2013, the consolidated income statement for the year then ended and notes. The consolidatedbalance sheet total amounts to EUR 1.117.373.713 and the consolidated income statement shows a loss for theyear of EUR 18.698.991.
Board of directors’ responsibility for the preparation of the consolidated accounts
The board of directors is responsible for the preparation and fair presentation of these consolidated accounts inaccordance with the financial reporting framework applicable in Belgium, and for such internal control as theboard of directors determines, is necessary to enable the preparation of consolidated accounts that are free frommaterial misstatement, whether due to fraud or error.
Statutory auditor’s responsibility
Our responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted ouraudit in accordance with International Standards on Auditing. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated accounts. The procedures selected depend on the statutory auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated accounts, whether due to fraud or error. Inmaking those risk assessments, the statutory auditor considers internal control relevant to the Group’s preparationand fair presentation of the consolidated accounts in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof accounting estimates made by the board of directors, as well as evaluating the overall presentation of theconsolidated accounts.
We have obtained from the Company’s officials and the board of directors the explanations and informationnecessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ourunqualified opinion.
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Statutory auditor’s report to the general meeting of Sarens Bestuur NVas of and for the year ended 31 December 2013
Unqualified opinion
In our opinion, the consolidated accounts give a true and fair view of the Group’s equity and consolidatedfinancial position as at 31 December 2013 and of its consolidated financial performance for the year then endedin accordance with the financial reporting framework applicable in Belgium.
Report on other legal and regulatory requirements
The board of directors is responsible for the preparation and the content of the annual report on the consolidatedaccounts.
In the context of our mandate and in accordance with the Belgian standard which is complementary to theInternational Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in allmaterial respects, compliance with certain legal and regulatory requirements. On this basis, we provide thefollowing additional statements which do not modify our opinion on the consolidated accounts:
• The annual report on the consolidated accounts includes the information required by law, is consistent, in allmaterial respects, with the consolidated accounts and does not present any material inconsistencies with theinformation that we became aware of during the performance of our mandate.
• As disclosed in the annual report, the accounting policies applied when preparing these financial statementshave been modified compared to the previous year. More specifically, the hoisting materials are capitalizedwithin tangible fixed assets starting as from 1 January 2013. In addition, unrealized foreign exchangedifferences with respect to intragroup loans which are deemed to be permanent, are recorded within thetranslation differences as from fiscal year 2013.
Kontich, 16 May 2014
KPMG Réviseurs d’Entreprises / BedrijfsrevisorenStatutory Auditorrepresented by
Filip De BockRéviseur d’Entreprises / Bedrijfsrevisor
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Statutory auditor’s report to the general meeting of Sarens Bestuur NV on the consolidated financialstatements for the year ended 31 December 2012
In accordance with the legal requirements, we report to you on the performance of our mandate of statutoryauditor. This report includes our report on the consolidated accounts for the year ended 31 December 2012, asdefined below, as well as our report on other legal and regulatory requirements.
Report on the consolidated accounts
We have audited the consolidated accounts of Sarens Bestuur NV) (“the company”) and its subsidiaries (jointly“the group”) for the year ended 31 December 2012, prepared in accordance with the financial reportingframework applicable in Belgium. These consolidated accounts comprise the consolidated balance sheet as at31 December 2012, the consolidated income statement for the year then ended and notes. The total of theconsolidated balance sheet amounts to EUR 1.096.657.906 and the consolidated income statement shows aconsolidated profit for the year, share of the group, of EUR 2.301.642.
Board of directors’ responsibility for the preparation of the consolidated accounts
The board of directors is responsible for the preparation and fair presentation of these consolidated accounts inaccordance with the financial reporting framework applicable in Belgium, and for such internal control as theboard of directors determines, is necessary to enable the preparation of consolidated accounts that are free frommaterial misstatement, whether due to fraud or error.
Statutory auditor’s responsibility
Our responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted ouraudit in accordance with International Standards on Auditing. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated accounts. The procedures selected depend on the statutory auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated accounts, whether due to fraud or error. Inmaking those risk assessments, the statutory auditor considers internal control relevant to the group’s preparationand fair presentation of the consolidated accounts in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof accounting estimates made by the board of directors, as well as evaluating the overall presentation of theconsolidated accounts. We have obtained from the company’s officials and the board of directors theexplanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ourunqualified opinion.
F-74
Sarens Bestuur NVStatutory auditor’s report to the General Meeting of Sarens Bestuur
NV on the consolidated financial statements for the year ended 31December 2012
Unqualified opinion
In our opinion, the consolidated accounts give a true and fair view of the group’s equity and consolidatedfinancial position as at 31 December 2012 and of its consolidated financial performance for the year then endedin accordance with the financial reporting framework applicable in Belgium.
Report on other legal and regulatory requirements
The board of directors is responsible for the preparation and the content of the annual report on the consolidatedaccounts.
In the framework of our mandate our responsibility is, in all material aspects, to verify compliance with certainlegal and regulatory requirements. On this basis, we provide the following additional comment which does notmodify our opinion on the consolidated accounts:
• The annual report on the consolidated accounts includes the information required by law, is consistent, in allmaterial aspects, with the consolidated accounts and does not present any material inconsistencies with theinformation that we became aware of during the performance of our mandate.
Kontich, 7 May 2013
KPMG BedrijfsrevisorenStatutory Auditorrepresented by
Filip De BockBedrijfsrevisor
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9 EURNAT. Date of deposit Nr. P. U. D. CONSO 1
ANNUAL ACCOUNTS IN THOUSANDS OF EUROS
NAME OF THE CONSOLIDATING COMPANY(1)(2):
Sarens Bestuur
Legal form: Public limited company
Address: Autoweg Nr.: 10 Box:
Postal code: 1861 Municipality: Wolvertem
Country: Belgium
Register of Legal persons – commercial court: Brussels
Website(3): www.sarens.com
Company identification number BE 0451.416.125
CONSOLIDATED ACCOUNTS presented to the general meeting of 31 / 05 / 2013
regarding the period from 01 / 01 / 2012 to 31 / 12 / 2012
Preceding period from 01 / 01 / 2011 to 31 / 12 / 2011
The amounts for the preceding period are(1) identical to the ones previously published.
COMPLETE LIST with name, surnames, profession, address (street, number, postal code and municipality) ofDIRECTORS and MANAGERS of the consolidating company and of the AUDITORS that have revised theconsolidated accounts
Ludo Sarens Managing directorPlas 48, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Benny Sarens DirectorRobbroekstraat 13, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Hendrik Sarens DirectorRobbroekstraat 17, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Jan Sarens DirectorPlas 13, 1840 Steenhuffel, Belgium 09/08/2011 - 23/02/2013
Marc Sarens DirectorTerlinden 215, 1785 Merchtem, Belgium 09/08/2011 - 25/05/2017
Included with these consolidated accounts are: - the consolidated annual report- the auditors report on the consolidated annual accounts
IN CASE THE CONSOLIDATED ACCOUNTS OF A FOREIGN COMPANY ARE SUBMITTED BY ABELGIAN SUBSIDIARY
Name of the Belgian subsidiary which deposits the accounts (article 113, § 2, 4°a of the Company Law)
Company identification number of the belgian subsidiary which deposits the accounts
Total number of pages deposited: 62 Number of sections of the standard form not deposited because
they serve no useful purpose: 4.4, 4.5, 4.8.4, 7
Ludo A.C. Sarens Marc SarensManaging Director Director
(1) Strike out what is not applicable.(2) A consortium has to fill in section 4.4.(3) Optional information.
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LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)
FV Managment DirectorNr.: BE 0831.614.553 09/08/2011 - 26/05/2017Muizenhoekstraat 33, 2812 Muizen (Mechelen), Belgium
Represented by:
Frank Jozef Paul Vlayen
Margates DirectorNr.: BE 0474.717.505 09/08/2011 - 26/05/2017Molenstraat 51, 9820 Merelbeke, Belgium
Represented by:
Cedric Guillaume Prosper Van Cauwenberghe
KPMG Bedrijfsrevisoren AuditorNr.: B00001 14/12/2011 - 30/05/2014Prins Boudewijnlaan 24d, 2550 Kontich, Belgium
Represented by:
Filip De Bock(Statutory auditor)Prins Boudewijnlaan 24d, 2550 Kontich, BelgiumMembership nr.: A01913
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CONSOLIDATED BALANCE SHEET AFTER APPROPRIATION*
Discl. Codes Period Preceding period
ASSETSFIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/28 834.330 722.444Formation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 20 23.134 3.989Intangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 21 3.376 3.628Positive consolidation differences . . . . . . . . . . . . . . . . . . . . . . . . 4.12 9920 4.363 5.347Tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9 22/27 799.843 706.543
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 7.210 8.642Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . . 23 25.633 18.301Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 305.316 280.313Leasing and similar rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 453.474 392.538Other tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 2.115 1.683Assets under construction and advance payments . . . . . . . . . 27 6.095 5.066
4.1-Financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4/4.10 28 3.614 2.937
Companies accounted for using the equity method . . . . . . . . 4.10 9921 1.162 783Participating interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 99211 1.162 783Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99212
Other enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284/8 2.452 2.154Participating interests and shares . . . . . . . . . . . . . . . . . . 284 1.645 1.650Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285/8 807 504
CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29/58 262.328 227.283Amounts receivable after more than one year . . . . . . . . . . . . . . 29 4.392 5.370
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291 4.392 5.370Deferred taxes representing assets . . . . . . . . . . . . . . . . . . . . . 292
Stocks and contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.497 5.532Stocks** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30/36 3.137 2.022
Raw materials and consumables . . . . . . . . . . . . . . . . . . . 30/31 3.109 1.960Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . 34 28 62Immovable property intended for sale . . . . . . . . . . . . . . 35Advance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 2.360 3.510Amounts receivable within one year . . . . . . . . . . . . . . . . . . . . . . 40/41 194.923 183.477
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 155.002 144.437Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 39.921 39.040
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50/53Own shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51/53
Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54/58 40.170 18.847Deferred charges and accrued income . . . . . . . . . . . . . . . . . . . . 490/1 17.346 14.057
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/58 1.096.658 949.727
* Article 124 of the Royal decree of 30 january 2001 concerning the execution of the Company Law.** Possibility of grouping stocks (cf. article 158, paragraph 1, second part of the Royal decree mentioned above).
F-78
Nr. BE 0451.416.125 CONSO 2.2
Discl. Codes Period Preceding period
EQUITY AND LIABILITIESEQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/15 254.106 228.364Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 80.000 55.000
Issued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 80.000 80.000Uncalled capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 25.000
Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Revaluation surpluses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.328 7.627Consolidated reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 4.11 9910 168.433 166.021Negative consolidation differences . . . . . . . . . . . . . . . . . . . . . 4.12 9911 2.152 2.133Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9912 -3.807 -2.417Investment grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15MINORITY INTERESTS
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9913 4.309 4.893PROVISIONS AND DEFERRED TAXES . . . . . . . . . . . . . . . . . . . . . 16 89.485 77.973Provisions for liabilities and charges . . . . . . . . . . . . . . . . . . . 160/5 12.983 8.973
Pensions and similar obligations . . . . . . . . . . . . . . . . . . . . 160 2.853 2.673Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161Major repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . 162Other liabilities and charges . . . . . . . . . . . . . . . . . . . . . . . . 163/5 10.130 6.300
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 168 76.502 69.000AMOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17/49 748.758 638.497Amounts payable after more than one year . . . . . . . . . . . . . . 4.13 17 419.437 363.513
Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170/4 419.437 363.513Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 170 40.849 50.343Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . 171Leasing and other similar obligations . . . . . . . . . . . . . 172 246.444 237.503Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173 130.692 74.248Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 1.452 1.419
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1750Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . 1751
Advances received on contracts in progress . . . . . . . . . . . . 176Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178/9
Amounts payable within one year . . . . . . . . . . . . . . . . . . . . . . 4.13 42/48 319.015 267.113Current portion of amounts payable after more than one
year falling due within one year . . . . . . . . . . . . . . . . . . . 42 94.986 90.231Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 71.487 51.832
Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430/8 71.487 51.832Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 102.880 71.503Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440/4 87.631 71.503Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . 441 15.249
Advances received on contracts in progress . . . . . . . . . . . . 46 6.106 1.705Taxes, remuneration and social security . . . . . . . . . . . . . . . 45 39.752 35.520
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450/3 26.215 23.204Remuneration and social security . . . . . . . . . . . . . . . . 454/9 13.537 12.316
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47/48 3.804 16.322Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . . . . 492/3 10.306 7.871
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/49 1.096.658 949.727
F-79
Nr. BE 0451.416.125 CONSO 3
INCOME STATEMENT (breakdown of results by nature)*
Discl. Codes Period Preceding period
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70/74 575.581 488.672Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 70 560.288 469.969Stocks of finished goods and work and contracts in
progress:increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 71 21 -1.867Own work capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 5.131 9.511Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 10.141 11.059
Operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 60/64 523.594 456.783Raw materials, consumables . . . . . . . . . . . . . . . . . . . . . . . . 60 39.064 47.992
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600/8 39.064 47.992Stocks: decrease (increase) . . . . . . . . . . . . . . . . . . . . . (+)/(-) 609
Services and other goods . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 219.250 174.972Remuneration, social security costs and pensions . . . . . . . . (+)/(-) 4.14 62 155.144 131.906Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets . . . . . . . . . 630 83.549 73.611Amounts written off stocks, contracts in progress and trade
debtors: Appropriations (write-backs) . . . . . . . . . . . . . . . (+)/(-) 631/4 6.656 15.736Provisions for liabilities and charges: Appropriations (uses
and write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 635/7 3.998 2.436Other operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 640/8 13.209 7.100Operating charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 649Amounts written off on positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9960 2.724 3.030Operating profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9901 51.987 31.889Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 15.773 24.972
Income from financial fixed assets . . . . . . . . . . . . . . . . . . . 750 12Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . 751 657 555Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 752/9 15.116 24.405
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 65 51.024 45.100Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 28.491 23.645Amounts written off positive consolidation differences . . . 9961Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 651 2.105
Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 652/9 20.428 21.455Gain (loss) on ordinary activities before taxes . . . . . . . . . . . . (+)/(-) 9902 16.736 11.761Extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 717 132
Write-back of depreciation and of amounts written offintangible and tangible fixed assets . . . . . . . . . . . . . . . . . 760
Adjustments to amounts written off consolidationdifferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9970
Write-back of amounts written down financial fixedassets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761
Write-back of provisions for extraordinary liabilities andcharges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762
Capital gains on disposal of fixed assets . . . . . . . . . . . . . . . 763 554Other extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 764/9 163 132
* The results can be ordered along their destination (applying article 158, paragraph 2 of the Royal decree of 30 january 2001 concerningthe execution of the Company Law.)
F-80
Nr. BE 0451.416.125 CONSO 3
Discl. Codes Period Preceding period
Extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 66 2.283 525Extraordinary depreciation of and extraordinary amounts
written off formation expenses, intangible and tangiblefixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660
Extraordinary amounts written on positive consolidationdifferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9962
Amounts written off financial fixed assets . . . . . . . . . . . . . 661Provisions for extraordinary liabilities and charges:appropriations (uses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 662Capital losses on disposal of fixed assets . . . . . . . . . . . . . . 663 2.179Other extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . 4.14 664/8 104 525Extraordinary charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 669Negative consolidation differences . . . . . . . . . . . . . . . . . . . (-) 9963
Gain (loss) for the period before taxes . . . . . . . . . . . . . . . . . . . (+)/(-) 9903 15.170 11.368Transfer from deferred taxes and latent taxation
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780 2.562 4.880Transfer to deferred taxes and latent taxation liabilities . . . . 680 10.115 4.688Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 67/77 4.933 6.814
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 670/3 5.643 6.916Adjustment of income taxes and write-back of tax
provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 710 102Gain (loss) of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9904 2.684 4.746Share in the result of the companies accounted for using the
equity method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9975 133 -3Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99751 133 -3Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99651
Consolidated result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9976 2.817 4.743Share of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99761 515 1.245Share of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99762 2.302 3.498
F-81
Nr. BE 0451.416.125 CONSO 4.1
EXPLANATORY DISCLOSURES
LIST OF THE CONSOLIDATED SUBSIDIARY COMPANIES AND COMPANIES INCLUDED USINGTHE EQUITY METHOD
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens NVBE 0400.747.580Public limited companyAutoweg 10, 1861 Wolvertem, Belgium F 100,0 0,0
Sarens BE NVBE 0404.032.219Public limited companyAutoweg 8, 1861 Wolvertem, Belgium F 100,0 0,0
Sarbra 1750 NVBE 0451.778.587Public limited companyJacobsveldweg 8, 2160 Wommelgem, Belgium P 50,0 0,0
Sarkran NVBE 0414.726.468Public limited companyBrouwerijstraat 10, 1840 Steenhuffel, Belgium F 100,0 0,0
EOLE Overseas NVGrand Route 71, 7640 Maubray, Belgium P 50,0 0,0
Nebem BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands P 50,0 0,0
Sarens Montage BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands F 100,0 100,0
Sarens Nederland BVPieter Hoebeeweg, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Steel Erectors BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands F 100,0 0,0
Ververmeer Materieel BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands F 100,0 0,0
Management Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands F 100,0 0,0
Sarens Materieel BVPieter Hoebeeweg 99, 3316 BT Dordrecht,
Netherlands F 100,0 0,0
Holding Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht,Netherlands F 100,0 0,0
Sarens France SASAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
F-82
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens Normandie SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Sud SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Nord Quest SASAvenue De La Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Eurolevage SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens France Branche Nouvelle-CalédonieRue Jules Garnier 10, 4213 Noumea, New Caledonia F 100,0 0,0
G.E. CurtisLtd Riverside Park Road Booth House, TS2 1UTMiddlesbrough,United Kingdom F 100,0 0,0
Sarens UK LtdRiverside Park Road Booth House, TS2 1UTMiddlesbrough,United Kingdom F 100,0 0,0
Sarens Construction LtdRiverside Park Road, TS2 1UT Middlesbrough,United Kingdom F 100,0 0,0
Sarens GmbhIndustriestrasse 10, 06184 Kabelsketal, Germany F 100,0 0,0
WS Vermietung GmbHPfarrberg 24, 55442 Stromberg, Germany P 50,0 0,0
Sarens Cranes LtdCo Laois, Rath Durrow, Ireland F 100,0 0,0
Sarens Italia SRLVia Berlinguer 5, 42049 Sant’Ilario d’Enza, Italy F 100,0 0,0
Sarens Kranservice ASOmagata 115 box B, 6517 Kristiansund, Norway F 100,0 25,0
Sarens ASFinstadgarden 733, 7651 Verdal, Norway F 100,0 0,0
Zuraw Gdansk Spzooul. SUCHA, nr 31, lok., 80-531 GDÁNSK, Poland F 100,0 0,0
Sarens Polska SpzooUl. Inzynierska 28, 96-502 Sochaczew, Poland F 100,0 20,0
Alvian Most sroArial De Chemopetrol DS 18, 436 70 Litvinov, CzechRepublic E1 25,0 0,0
Sarens Gmbh Atyrau Branch Ltd4a Smagulovastr, 06005 Atyrau City, Kazakhstan F 100,0 0,0
Sarens NV—Ogranak (Branch)
Zivojina Lukica Vajara 58A, 5001 Belgrade, Serbia F 100,0 0,0
F-83
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens Transport and Heavy Lift DOO
Zivojina Lukica Vajara 58 A, 5001 Belgrade, Serbia F 100,0 0,0
Sarens Russia LLCNoviy Arbat 21 office 731, 119019 Moskow, Russian Federation F 100,0 0,0
UAB Sarens BalticumLentvario g1, LT-02300 Vilnic, Lithuania F 100,0 0,0
Sarens Nass Middle East W.L.L.PO Box 50248 Manama, , Bahrain P 50,0 0,0
Sarens N. Middle East Holding LtdPO Box 1188 Manama, , Bahrain F 100,0 0,0
Epequip SPCTrust Tower, Building 125, Road 1702, Block 317,P.O. Box2215 Manama, Bahrain F 100,0 0,0
Sarens Qatar LLCAl Fardan Office Tower 8th-9th Floorbox 31316, , Qatar F 100,0 0,0
Sarens Thailand Co Ltd448/13 Moo Theprrasit Road, Nongprue, Banglam,20260Chonburi, Thailand F 100,0 0,0
Sarens Asia (ROH) Ltd.12,THEPRRASIT RoadNONGPRUE 448/13-14 MOO, T20260 CHONBURI,Thailand F 100,0 0,0
Sarens Korea Branche6F POBA Gangnam T 119, Nonhyion-dongGangnam-ku,121-805 Seoul, Republic of Korea F 100,0 0,0
Sarens Korea Ltd6F POBA Gangnam T 119, Nonhyion-dongGangnam-ku,121-805 Seoul, Republic of Korea F 100,0 0,0
Sarens Heavy Lift India Private LimitedF 90/25 Okhla Industrial Area, Phase 1, 110020 NewDelhi, India F 100,0 0,0
Sarens (Malaysia) SDN BHDSuite 13.03, 13th Floor, Menara Tan & Tan, 207Jalan TunRazak, 50400 Kuala Lumpur, Malaysia F 100,0 0,0
Sarens Vietnam Co Ltd6th Floor, Miss Ao Dai Building, 21 Nguyen TrungNgan, Disctrict1, HCMC, 70000 Ho Chi Minh City, Viet Nam F 100,0 0,0
F-84
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens North America Holding Inc160 Greentree Drive, Suite 101, Dover (county ofKent),Delaware, United States F 100,0 0,0
Rigging International, Corp.Marina Village Parkway 1210, CA94501 Alameda,United States F 100,0 0,0
Servicios Corporativos Latino-americanos SA de CVCalle Lago Margarita NO. 5331 INT. 301, Granada,11520Miguel Hidalgo, Mexico F 100,0 0,0
SRNS Latinoamérica SA de CVCalle Lago Margarita NO. 5331 INT. 301, Granada,11520Miguel Hidalgo, Mexico F 100,0 0,0
Sarens de Venezuela C.A.Av 24-Calle JE Losada casa 15-21, La villa delRosario (EstadoZulia), Reimca - Punto Fijo (Est.Falcon), Venezuela F 100,0 0,0
SARENS BRASIL LOCAÇÃO DE EQUIPAMENTOSPARA CONSTRUÇÃO LTDA.Av. Dom Luis 500, Sala 1905, 60160-230 Fortaleza,Belgium F 100,0 0,0
Sarens Heavy Lift Canada800 - 650 West Georgia Street, BC V6B 4N8Vancouver,Canada F 100,0 0,0
Canada Crane Service5th Street Nisku 1901 Alberta T9E 7V7, 06184Kabelsketal,Canada F 90,0 0,0
Sarens de Colombia S.A.S.Calle 11 B, 53 Medellin 41, Antioquia, Colombia F 100,0 0,0
Sarens Algérie SARL2 me Rabah-Kramdi Kouba, , Algeria F 60,0 0,0
Sarens SA PE SarlPublic limited companyCoopérative Dar Ec chanti, Villa N° D21 BinKhalem, , Algeria F 100,0 0,0
Sarens South Africa (PTY) Ltd2 Chris Street, Alrode, Alberton 1449, TS177BLCleveland,South Africa F 100,0 0,0
Sarens MarocRue Sebta, Résidence Rami quartier des Hôpitaux 7,20100Cassablanca, Morocco F 100,0 0,0
F-85
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens Tunisie sarlSDC100619QZone Portuaire de Radés
, 2040 Tunis, Belgium F 70,0 0,0
Sarens Heavy Lift Namibia (Pty Ltd)Orban Street, Klein Windhoek 24 box 30, Windhoek,Namibia F 100,0 0,0
Sarens MauritiusAXIS Fiduciary Ltd, 4th Floor, Unicorn Centre, 18Nbox FrereFelix de Valois Street, Port Louis, Mauritius F 100,0 0,0
Sarens (Australia) Pty LtdUnit 5, 633 Logan Road, QLD 4120 Greenslopes,Australia F 100,0 0,0
Perth Crane Hire Pty LtdHyne Road 72, WA 6055 South Guilford, Australia F* 100,0 20,0
Sarens KM Ltd.UL. Nahimova 4 box 236010, , Russian Federation F 100,0 0,0
Saren for General Trading and Contracting WLL
Plot 619/1 Bab Al-Agha,Alley No. 27, , Iraq F* 100,0 0,0
Sarens for General Trading and Contracting LLC
Al-Jazaer Amman District Villa 47/120, , Iraq F 100,0 100,0
TAGI Logistics
7th Floor,Miss Ao Dai Building,21 Nguyen,TrungNgan District 1,06184 Kabelsketal, Viet Nam E1 49,0 49,0
Sarens Cranes Services Nigeria Limited
St Nicholas House ( 10th & 13th floors), CatholicMission Street,Lagos, , Nigeria F* 100,0 0,0
Sarens Buildwell Nigeria Ltd
Block “O”, Plot 4 Gateway City Industrial AreaIbafo,Ogun State, , Nigeria P* 50,0 0,0
Sarensecuador SA
Robles E4-136,Edificio Proinco Calisto Piso 12 box17-03-176, Quito, Ecuador F* 100,0 0,0
Sarens Chile SA
Parque Industrial Lo Boza Calle Volcan LazcarOrienteNo.721 721 box 9030924, 06184 Kabelsketal, F 99,0 99,0
F-86
Nr. BE 0451.416.125 CONSO 4.2
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4)1 2
Proportion of capitalheld (in %)3
Change of percentageof capital held (ascompared to theprevious period)4
Servicios para Maquinaria, S.A.
Parque Industrial Lo BozaCalle Volcan Lazcar Oriente No.721box 9030924, , Chile F 99,0 99,0
Betonbouw Nederland HoldingPieter Hoebeweg 99 NL 3316 DT Dordrecht box3047, , Netherlands E1* 25,0 -75,0
1 F. Full consolidationP. Proportional consolidation (in the first column disclose data proving joint control).E1. Equity method used in an associated company (article 134, 1st al., 3° of the Royal Decree of 30 January 2001 in implementation of
Company Law).E2. Equity method used in a subsidiary company over which the consolidating company has a de facto control of which the inclusion in
the consolidated accounts would be incompatible with the principle of a true and fair view (article 108, § 1 of the aforementionedRoyal Decree).
E3. Equity method used in a subsidiary company which is in liquidation, which has decided to cease activities or which can no longer beconsidered as carrying on the business (article 109 and 110 of the aforementioned Royal Decree).
E4. Equity method used in a joint subsidiary company where its activities cannot be closely integrated into the activities of theenterprise having the joint control (article 134, second al. of the aforementioned Royal Decree).
2 If a change in the percentage of the proportion of capital held entails a change in the accounting method for the inclusion in theconsolidated accounts, the new method will be followed by an asterisk.
3 Proportion of the capital of those enterprises being held by the enterprises included in the consolidated accounts and persons acting intheir own names but on on these enterprises.
4 If the composition of the consolidated aggregate is characterised by a significant change of this percentage during this period, additionalinformation is provided in statement V (article 112 of the aforementioned Royal Decree).
F-87
Nr. BE 0451.416.125 CONSO 4.2
LIST OF SUBSIDIARY COMPANIES EXCLUSIVELY OR JOINTLY CONTROLLED NOTINCLUDED (PURSUANT TO ARTICLE 107 OF THE ROYAL DECREE OF 30 JANUARY 2001 IN
IMPLEMENTATION OF COMPANY LAW) AND ASSOCIATED ENTERPRISES ACCOUNTED FORUSING THE EQUITY METHOD (IN IMPLEMENTATI
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
Reason for exclusion(A, B, C, D or E)1
Proportion of capitalheld (in %)2
Change of percentageof capital held (ascompared to theprevious period)3
Sarens Tunglyft ABc/o Juristernas Företagskonsult AB, Box 38137, 104 62Stockholm, Sweden A 100,0 0,0
Sarens Gulf Heavy Lift LLCPO Box 686, Postal Code 112, Ruwi, Oman A 70,0 0,0
Sarens - Abu Dhabi BrancheMussafah, M 40, Wintech Building, Abu Dhabi,United Arab Emirates A 100,0 0,0
Sarens Gulf Equipments Trading LLCMussafah, Wintech Building M 40, Abu Dhabi,United Arab Emirates A 49,0 0,0
Sarens Saudi Arabia LtdOlaya Street Sada Business Center Bldg 14th floor office407 POBOX 69806 Riyadh, , Saudi Arabia A 100,0 0,0
Sarens Argentina SAIng. Enrique Butty 275, Piso 11, C1001 AFA Buenos Aires,Argentina A 100,0 0,0
Sarens Botswana (Pty) LtdUnit 2 The Court Yard, Plot 54513 Village,PO Box 46271, Gaborone, Botswana A 100,0 0,0
Sarens Tanzania Ltd8th Floor, PPF Tower Garden Avenue/ Ohio Street,P.O. Box 4369, Dar Es Salaam, Tanzania A 100,0 0,0
Sarens Mozambique LDADistrito Urbano 1, Av. Do Zimbabwe 385, Maputo,Mozambique A 100,0 0,0
Sarens Zambia LtdStand 3065A, Suite B, Fairview, Great East Road, PO Box38371, Lusaka, Zambia A 100,0 0,0
Sarens Ukraine LLCSarens Ukraine LLC12A Klimenka Street, Office 1 03037, , Ukraine A 85,0 0,0
Sarens SZR LLCUl. Nahimova 4 box 236010, 06184 Kabelsketal, RussianFederation A 100,0 0,0
Sarens Congo SARLBP 626, en face de l’église évangelique du Plateau Centre-Ville, Congo A 70,0 70,0
Sarens Heavy Lift Egypt LLC22 Wadi Degla StreetZahraa El Maadi, Maadi, , Egypt A 95,0 95,0
F-88
Nr. BE 0451.416.125 CONSO 4.2
LIST OF SUBSIDIARY COMPANIES EXCLUSIVELY OR JOINTLY CONTROLLED NOTINCLUDED (PURSUANT TO ARTICLE 107 OF THE ROYAL DECREE OF 30 JANUARY 2001 IN
IMPLEMENTATION OF COMPANY LAW) AND ASSOCIATED ENTERPRISES ACCOUNTED FORUSING THE EQUITY METHOD (IN IMPLEMENTATI (Continued)
NAME, full address of the REGISTERED OFFICE and for an enterprisegoverned by Belgian law, the COMPANY IDENTIFICATION NUMBER
Reason for exclusion(A, B, C, D or E)1
Proportion of capitalheld (in %)2
Change of percentageof capital held (ascompared to theprevious period)3
Sarens Agir Yük Kaldirma Tic. Ltd. StiIskele Mahallesi, Ismet Inonu Bulvari 32/A Edrenit, ,Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A 100,0 100,0
BSM Sarens Serviços Técnicos De Engenharia E LocaçãoLtdaEngenharia E Locação Ltda Rua 7 de Setembro 98/208, ,Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A 50,0 50,0
PT Sarens OCS IndonesiaJL TB Simatupang Kav 38 Jate Padang Village Pas arMingguSouth Jakarta, DKI Jakarta Raya 00000, Indonesia . . . . . . A 49,0 49,0
1 Reason for exclusion:A. Subsidiary company of minor importance.B. Serious long-term restrictions that substantially hinder the effective exercising of the power of control over the subsidiary company
by the latter of or the use of its assets.C. Information necessary for inclusion in the consolidated accounts cannot be obtained without disproportionate expense or undue
delay.D. Shares in the subsidiary company are held exclusively with a view of subsequent resale.E. Associated company whose inclusion is not material for the purpose of providing a true and fair view.In case of mandatory or facultative exclusion in the consolidation scope detailed information shall be provided in statement V.
2 Proportion of capital of those enterprises being held by both enterprises included in the consolidated accounts and persons acting in theirown names but on behalf of these enterprises.
3 If the composition of the consolidated aggregate is characterized by an significant change of this percentage during this period, additionalinformation are provided in statement V (artivle 112 of the aforementioned Royal Decree).
F-89
Nr. BE 0451.416.125 CONSO 4.3
COMPANIES OTHER THAN SUBSIDIARY COMPANIES AND ASSOCIATED COMPANIES
Listed bellow are the enterprises not referred in sections 4.1 and 4.2 of the disclosures, in which the enterprisesincluded in the consolidation and the enterprises excluded from the consolidation (on the basis of the article 107and 108 of the Royal Decree of the 30 january 2001 in application of the Company Law), either directly, eitherthrough a person acting in his own name, but acting on behalf of the above enterprise, detained at least 10 % ofthe capital. This information may be omited if taking into consideration the principle of true and fair view.
NAME, full address of the REGISTERED OFFICE and for an enterprise governed byBelgian law, the COMPANY IDENTIFICATION NUMBER
2
Proportionof capital
held 1
Equity Net result
(+) or (-) (inthousands of currency)
0,0 EUR 0 0
12
F-90
Nr. BE 0451.416.125 CONSO 4.6
SUMMARY OF VALUATION RULES AND METHODS OF CALCULATING OF DEFERRED TAXES
Specification of the criteria for valuation of the various items in the consolidated financial statements, inparticular:
• the application and adjustments of depreciation, amounts written down and provisions for liabilities andcharges, and revaluations (pursuant to Article 165, VI.a. of the Royal Decree of 30 january 2001 january2001 inimplementation of the Company Law).
• the bases of translation applied to express in the consolidated accounts items which are, or originally were,expressed in a currency other than the currency in which the consolidated accounts are stated, and thetranslation in the consolidated accounts of the accounting statements of subsidiaries and associatedenterprises governed by foreign law (pursuant to Article 165, VI.b. of the aforementioned Royal Decree).
The valuation rules are determined according to the specifications of Chapter III, Title II of the Royal Decree ofthe 30th of January 2001 with respect to the consolidated accounts of trading companies.
The consolidated companies themselves make the necessary adjustments in order to align the local accounts withthe group valuation rules and the Belgian general accepted accounting principles.
The following adjustments are mainly recorded in the consolidated companies: recalculation of the depreciationsover the expected economic lives of the assets, adjustments to capitalize the local offbalance leasing agreementsand the adjustments to include the local off-balance social liabilities.
Specific valuation rules with respect to the consolidated accounts:
In order to comply with the specifications of article 128 of above mentioned decree, the depreciation rules havebeen defined as follows:
Category Duration Residual value Straight line /Degr.
Industrial buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 0% LBarges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years 20% LOffice Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 years 0% LPlant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . 5 years 0% LFurniture 10 years 0% L Vehicles- Mobile cranes up to 200 ton . . . . . . . . . . . . . . . . . . . . . . . . . . 7 years 10% L- Mobile cranes over 200 ton . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 15% L- Crawler and strutboom cranes . . . . . . . . . . . . . . . . . . . . . . . . 15 years 20% L- Hydraulic trailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 years 20% L- Other transport equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5% LLeasing and other similar rights According to category other tangible assets
5 years 0% L
Additional charges are depreciated in accordance with the assets they relate to.
Positive consolidation differences are amortized at a rate of 20%
Until 2008 the sales of tangible fixed assets within the Group were not eliminated because these salestransactions took place at normal market conditions. The capital gain that resulted from these transactions waseliminated from the result of the year and reported as a revaluation surplus (among shareholder’s equity). Thiscapital gain was taxed in the statutory accounts of the subsidiaries involved, therefore no deferred tax assets wasaccounted for. Once the fixed asset is sold outside the group, this capital gain is recognized in the P&L.
As from 2009 all plus and less values incurred on the sale of tangible fixed assets inside the group arederecognized from the P&L
The balance sheet items of foreign subsidiaries (outside the EUR-zone) are revaluated at closing rate at closingdate. The income statement is revaluated at average rate at closing date.
All transactions in these consolidated accounts relate to the accounting year starting on the 1st of January 2012and ending on the 31st of December 2012
F-91
Nr. BE 0451.416.125 CONSO 4.6
The following exchange rates have been applied to issue the consolidated accounts December 2012:
2012 2011December December
Euro Average RatePeriod End Rate
US Dollar Average Rate 1,2848 1,3920Period End Rate 1,3194 1,2939
South-Korean Won Average Rate 1.447,6913 1.541,2341Period End Rate 1.406,2300 1.498,6900
Australian Dollar Average Rate 1,2407 1,3484Period End Rate 1,2712 1,2723
Pound Sterling Average Rate 0,8109 0,8679Period End Rate 0,8161 0,8353
Algerian Dinar Average Rate 99,7969 101,6310Period End Rate 104,2120 98,2554
CFP Franc Average Rate 119,3320 119,3320Period End Rate 119,3320 119,3320
Polish Zloty Average Rate 4,1847 4,1206Period End Rate 4,0740 4,4580
Norwegian Krone Average Rate 7,4751 7,7934Period End Rate 7,3483 7,7540
South African Rand Average Rate 10,5511 10,0970Period End Rate 11,1727 10,4830
Czech Koruna Average Rate 25,1491 24,5898Period End Rate 25,1510 25,7870
Thai Baht Average Rate 39,9276 42,4288Period End Rate 40,3470 40,9910
Mexican peso Average Rate 16,9029 17,2877Period End Rate 17,1845 18,0512
Canadian Dollar Average Rate 1,2842 1,3761Period End Rate 1,3137 1,3215
Venezuelan Bolivar Average Rate 5,5217 5,9827Period End Rate 5,6734 5,5633
Bahraini Dinar Average Rate 0,4847 0,5250Period End Rate 0,4984 0,4882
Kazakhstan Tenge Average Rate 191,7480 204,1970Period End Rate 198,6760 191,5150
Brazilian Real Average Rate 2,5084 2,3265Period End Rate 2,7036 2,4159
Indian Rupee Average Rate 68,5973 64,8859Period End Rate 72,5600 68,7130
Russian Rouble Average Rate 39,9262 40,8846Period End Rate 40,3295 41,7650
Moroccan Dirham Average Rate 11,0957 11,2588Period End Rate 11,1375 11,1222
Colombian Peso Average Rate 2,3122 2,5700Period End Rate 2,3360 2,5100
Malaysian Ringgit Average Rate 3,9672 4,2558Period End Rate 4,0347 4,1055
Tunisian Dinar Average Rate 2,0073 1,9578Period End Rate 2,0486 1,9422
Vietnamese Dong Average Rate 26,8348 28,7194Period End Rate 27,5166 27,2344
Swedish krona Average Rate 8,7041 9,0298Period End Rate 8,5820 8,9120
Japanese Yen Average Rate 102,4919 110,9586Period End Rate 113,6100 100,2000
F-92
Nr. BE 0451.416.125 CONSO 4.6
2012 2011December December
Nigerian Naira Average Rate 204,1780 216,9490Period End Rate 206,6390 209,5100
Namibian Dollar Average Rate 10,5542 10,0904Period End Rate 11,2003 10,5635
Qatar Rial Average Rate 4,6820 5,0707Period End Rate 4,8121 4,7161
Serbian Dinars Average Rate 113,0170 101,9940Period End Rate 113,4760 105,5090
Mauritian Rupee Average Rate 38,7016 39,9874Period End Rate 41,0370 37,9926
Omani Rial Average Rate 0,4951 0,5362Period End Rate 0,5087 0,4986
Utd Arab Emir. Dirham Average Rate 4,7232 5,1151Period End Rate 4,8544 4,7563
Lithuanian Litas Average Rate 3,4528 3,4528Period End Rate 3,4528 3,4528
Saudi Riyal Average Rate 4,8225 5,2228Period End Rate 4,9567 4,8563
Iraqi Dinar Average Rate 1,4969 1,6306Period End Rate 1,5410 1,5145
Chilean Peso Average Rate 626,2450Period End Rate 633,1320
Turkish lira Average Rate 2,3135Period End Rate 2,3551
Egyptian pound Average Rate 7,8033Period End Rate 8,1497
Ukrainian Hryvnia Average Rate 10,3907Period End Rate 10,6274
Zambian Kwacha Average Rate 6.616,5200Period End Rate 6.918,7900
Botswana Pula Average Rate 9,7902Period End Rate 10,2729
Tanzanian Shilling Average Rate 2.038,7200Period End Rate 2.086,2100
Mozambique New Metical Average Rate 36,1189Period End Rate 39,1206
Argentine Peso Average Rate 5,8447Period End Rate 6,4854
Congolese Franc Average Rate 1.196,0100Period End Rate 1.218,2900
Codes Period
Future taxation and deferred taxesAnalysis of Heading 168 of the liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168) 76.502
Future taxation (Pursuant to article 76 of the Royal Decree of 30 january 2001 inimplementation of Company Law) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1681
Deferred taxes (Pursuant to article 129 of aforementioned Royal Decree) . . . . . . . . . . . 1682 76.501
Detailed explanation on the methods applied in determining deferred taxes (deferral method, liabilitymethod, ...)
The calculation of the deferred taxes is based on the liability tax allocation method. This is the method ofcomputing deferred taxes based on the estimated tax rates of the subsidiaries to be in effect when the temporarydifference reverses itself.
The tax rate is adjusted for rate changes.
F-93
Nr. BE 0451.416.125 CONSO 4.7
STATEMENT OF FORMATION EXPENSES
Codes Period Preceding period
Net book value at the end of the period . . . . . . . . . . . . . . . . . 20P xxxxxxxxxxxxxxx 3.989Movements during the period
New expenses incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . 8002 20.360Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8003 1.215Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9980Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8004
Net book value at the end of the period . . . . . . . . . . . . . . . . . (20) 23.134Of which
Formation or capital increase expenses, loan issueexpenses and other formation expenses . . . . . . . . . . . . . 200/2 23.134
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204
F-94
Nr. BE 0451.416.125 CONSO 4.8.1
STATEMENT OF INTANGIBLE FIXED ASSETS
Codes Period Preceding period
RESEARCH AND DEVELOPMENT COSTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8051P xxxxxxxxxxxxxxx 1.452Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8021 70Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8031 82Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8041Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99811 14Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99821
Acquisition value at the end of the period . . . . . . . . . . . . . . 8051 1.454Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121P xxxxxxxxxxxxxxx 763Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8071 204Written back because superfluous . . . . . . . . . . . . . . . . . . 8081Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8091Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8101Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8111Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99831 6Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99841 -9
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121 964
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 210 490
F-95
Nr. BE 0451.416.125 CONSO 4.8.2
Codes Period Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS
AND SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8052P xxxxxxxxxxxxxxx 4.709Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8022 166Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8032Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8042Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99812Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99822
Acquisition value at the end of the period . . . . . . . . . . . . . . 8052 4.875Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122P xxxxxxxxxxxxxxx 1.771Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8072 887Written back because superfluous . . . . . . . . . . . . . . . . . . 8082Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8092Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8102Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8112Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99832Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99842
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122 2.658
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 211 2.217
F-96
Nr. BE 0451.416.125 CONSO 4.8.3
Codes Period Preceding period
GOODWILL
Acquisition value at the end of the period . . . . . . . . . . . . . . 8053P xxxxxxxxxxxxxxx 1.183Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8023 789Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8033Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8043Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99813 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99823
Acquisition value at the end of the period . . . . . . . . . . . . . . 8053 1.971Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123P xxxxxxxxxxxxxxx 1.183Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8073 161Written back because superfluous . . . . . . . . . . . . . . . . . . 8083Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8093Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8103Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8113Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99833 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99843 -40
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123 1.303
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 212 668
F-97
Nr. BE 0451.416.125 CONSO 4.9.1
STATEMENT OF TANGIBLE FIXED ASSETS
Codes Period Preceding period
LAND AND BUILDINGS
Acquisition value at the end of the period . . . . . . . . . . . . . . . 8191P xxxxxxxxxxxxxxx 10.944Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8161 403Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8171 1.640Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8181Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99851 186Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99861
Acquisition value at the end of the period . . . . . . . . . . . . . . . 8191 9.893Revaluation surpluses at the end of the period . . . . . . . . . . . 8251P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8211Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8221Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8231Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8241Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99871Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99881
Revaluation surpluses at the end of the period . . . . . . . . . . . 8251Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321P xxxxxxxxxxxxxxx 2.302Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8271 394Written back because superfluous . . . . . . . . . . . . . . . . . . . 8281Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8291Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8301 72Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8311Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99891 59Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99901
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321 2.683
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . (22) 7.210
F-98
Nr. BE 0451.416.125 CONSO 4.9.2
Codes Period Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period . . . . . . . . . . . . . . . 8192P xxxxxxxxxxxxxxx 41.712Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8162 11.220Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8172 1.242Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8182 4.006Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99852 -179Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99862
Acquisition value at the end of the period . . . . . . . . . . . . . . . 8192 55.517Revaluation surpluses at the end of the period . . . . . . . . . . . 8252P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8212Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8222Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8232Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8242Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99872Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99882
Revaluation surpluses at the end of the period . . . . . . . . . . . 8252Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322P xxxxxxxxxxxxxxx 23.412Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8272 6.925Written back because superfluous . . . . . . . . . . . . . . . . . . . 8282 139Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8292Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8302 347Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8312 99Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99892 -48Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99902 -18
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322 29.884
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . (23) 25.633
F-99
Nr. BE 0451.416.125 CONSO 4.9.3
Codes Period Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period . . . . . . . . . . . . . . 8193P xxxxxxxxxxxxxxx 499.954Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8163 125.283Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8173 25.319Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8183 -56.692Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99853 -1.428Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99863 -2.299
Acquisition value at the end of the period . . . . . . . . . . . . . . 8193 539.499Revaluation surpluses at the end of the period . . . . . . . . . . 8253P xxxxxxxxxxxxxxx 2.052Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8213Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8223Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8233 337Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8243Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99873 -33Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99883 2.300
Revaluation surpluses at the end of the period . . . . . . . . . . 8253 3.982Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323P xxxxxxxxxxxxxxx 221.692Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8273 38.773Written back because superfluous . . . . . . . . . . . . . . . . . . 8283 3.883Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8293Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8303 21.680Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8313 3.609Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99893 -1.185Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99903 839
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323 238.165
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (24) 305.316
F-100
Nr. BE 0451.416.125 CONSO 4.9.4
Codes Period Preceding period
LEASING AND SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8194P xxxxxxxxxxxxxxx 500.078Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8164 29.283Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8174 926Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8184 56.052Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99854 2.417Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99864
Acquisition value at the end of the period . . . . . . . . . . . . . . 8194 586.904Revaluation surpluses at the end of the period . . . . . . . . . . 8254P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8214Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8224Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8234Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8244Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99874Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99884
Revaluation surpluses at the end of the period . . . . . . . . . . 8254Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324P xxxxxxxxxxxxxxx 107.539Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8274 40.804Written back because superfluous . . . . . . . . . . . . . . . . . . 8284 1.509Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8294Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8304 8.411Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8314 -3.702Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99894 885Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99904 -2.176
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324 133.430
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (25) 453.474OF WHICH
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 4.265Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . 251 2.001Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252 447.208
F-101
Nr. BE 0451.416.125 CONSO 4.9.5
Codes Period Preceding period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8195P xxxxxxxxxxxxxxx 4.540Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8165 1.277Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8175 277Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8185 -63Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99855 9Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99865
Acquisition value at the end of the period . . . . . . . . . . . . . . 8195 5.486Revaluation surpluses at the end of the period . . . . . . . . . . 8255P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8215Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8225Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8235Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8245Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99875Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99885
Revaluation surpluses at the end of the period . . . . . . . . . . 8255Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325P xxxxxxxxxxxxxxx 2.858Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8275 925Written back because superfluous . . . . . . . . . . . . . . . . . . 8285Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8295Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8305 408Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8315 -12Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99895 8Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99905
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325 3.371
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (26) 2.115
F-102
Nr. BE 0451.416.125 CONSO 4.9.6
Codes Period Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8196P xxxxxxxxxxxxxxx 5.066Movements during the period
Acquisitions, including produced fixed assets . . . . . . . . . 8166 12.449Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8176 8.120Transfers from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8186 -3.308Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99856 7Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99866 1
Acquisition value at the end of the period . . . . . . . . . . . . . . 8196 6.095Revaluation surpluses at the end of the period . . . . . . . . . . 8256P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8216Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8226Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8236Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8246Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99876Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99886
Revaluation surpluses at the end of the period . . . . . . . . . . 8256Depreciations and amounts written down at the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8276Written back because superfluous . . . . . . . . . . . . . . . . . . 8286Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . 8296Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8306Transferred from one heading to another . . . . . . . . . . . . . (+)/(-) 8316Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99896Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99906
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (27) 6.095
F-103
Nr. BE 0451.416.125 CONSO 4.10.1
STATEMENT OF FINANCIAL FIXED ASSETS
Codes Period Preceding period
COMPANIES USING THE EQUITY METHOD-PARTICIPATIONS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8391P xxxxxxxxxxxxxxx 605Movements during the period
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8361 236Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8371Transfers from one heading to another . . . . . . . . . . . . . . (+)/(-) 8381 28Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99911 10
Acquisition value at the end of the period . . . . . . . . . . . . . . 8391 879Revaluation surpluses at the end of the period . . . . . . . . . . 8451P xxxxxxxxxxxxxxx 28Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8411Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8421Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8431Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99921Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8441 -28
Revaluation surpluses at the end of the period . . . . . . . . . . 8451Amounts written down at the end of the period . . . . . . . . . 8521P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8471Reversals because superfluous . . . . . . . . . . . . . . . . . . . . 8481Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8491Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8501Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99931Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8511
Amounts written down at the end of the period . . . . . . . . . 8521Uncalled amounts at the end of the period . . . . . . . . . . . . . 8551P xxxxxxxxxxxxxxxMovements during the period . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8541Uncalled amounts at the end of the period . . . . . . . . . . . . . 8551Movements in the capital and reserves of the enterprises
accounted for using the equity method at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941P xxxxxxxxxxxxxxx 150
Movements during the periodShare in the result for the financial period . . . . . . . . . . . (+)/(-) 999411 133Elimination of dividends regarding those participating
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 999421Other movements in the capital and reserves . . . . . . . . . (+)/(-) 999431
Movements in the capital and reserves of the enterprisesaccounted for using the equity method at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941 283
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (99211) 1.162AFFILIATED ENTITIES - AMOUNTS RECEIVABLE
Net book value at the end of the period . . . . . . . . . . . . . . . . 99212P xxxxxxxxxxxxxxxMovements during the period
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8581Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8591Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . 8601Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . 8611Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99951Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8631
Net book value at the end of the period . . . . . . . . . . . . . . . . (99212)ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . 8651
F-104
Nr. BE 0451.416.125 CONSO 4.10.2
Codes Period Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS
Acquisition value at the end of the period . . . . . . . . . . . . . . 8392P xxxxxxxxxxxxxxx 2.608Movements during the period
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8362 317Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8372 223Transfers from one heading to another . . . . . . . . . . . . . . (+)/(-) 8382 -1.047Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99912 -10
Acquisition value at the end of the period . . . . . . . . . . . . . . 8392 1.645Revaluation surpluses at the end of the period . . . . . . . . . . 8452P xxxxxxxxxxxxxxxMovements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8412Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8422Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99922Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8442
Revaluation surpluses at the end of the period . . . . . . . . . . 8452Amounts written down at the end of the period . . . . . . . . . 8522P xxxxxxxxxxxxxxx 959Movements during the period
Recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8472Reversals because superfluous . . . . . . . . . . . . . . . . . . . . 8482Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . 8492Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8502Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99932Transferred from one heading to another . . . . . . . . . . . . (+)/(-) 8512 -959
Amounts written down at the end of the period . . . . . . . . . 8522Uncalled amounts at the end of the period . . . . . . . . . . . . . 8552P xxxxxxxxxxxxxxxMovements during the period . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8542Uncalled amounts at the end of the period . . . . . . . . . . . . . 8552NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (284) 1.645OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . 285/8P xxxxxxxxxxxxxxx 504Movements during the period
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8582 540Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8592 240Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . 8602Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . 8612Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99952 3Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8632
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . (285/8) 807ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . 8652
F-105
Nr. BE 0451.416.125 CONSO 4.11
STATEMENT OF CONSOLIDATED RESERVES
Codes Period Preceding period
Consolidated reserves at the end of the period . . . . . . . . . . . . (+)/(-) 9910P xxxxxxxxxxxxxxx 166.021Movements during the period
Shares of the group in consolidated income . . . . . . . . . . . . (+)/(-) 99002 2.302Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99003 110(breakdown of the meaningfull amounts not
approportioned to the share of the group in theconsolidated result) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Consolidated reserves at the end of the period . . . . . . . . . . . . (+)/(-) (9910) 168.433
F-106
Nr. BE 0451.416.125 CONSO 4.12
STATEMENT OF CONSOLIDATION DIFFERENCES AND DIFFERENCES RÉSULTING FROM THEAPPLICATION OF THE EQUITY METHOD
Codes Period Preceding period
CONSOLIDATION - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99201P xxxxxxxxxxxxxxx 5.347Movements during the period
Arising from an increase of the percentage held . . . . . . (+)/(-) 99021 2.182Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99031Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99041 -2.885Differences transferred to the income statement . . . . . . (+)/(-) 99051Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99061 -282
Net book value at the end of the period . . . . . . . . . . . . . . . 99201 4.362CONSOLIDATION - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99111P xxxxxxxxxxxxxxx 1.940Movements during the period
Arising from an increase of the percentage held . . . . . . (+)/(-) 99022Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99032Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99042Differences transferred to the income statement . . . . . . (+)/(-) 99052Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99062 18
Net book value at the end of the period . . . . . . . . . . . . . . . 99111 1.958EQUITY METHOD - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99202P xxxxxxxxxxxxxxxMovements during the period
Arising from an increase of the percentage held . . . . . . (+)/(-) 99023Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99033Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99043Differences transferred to the income statement . . . . . . (+)/(-) 99053Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99063
Net book value at the end of the period . . . . . . . . . . . . . . . 99202EQUITY METHOD - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . . 99112P xxxxxxxxxxxxxxx 193Movements during the period
Arising from an increase of the percentage held . . . . . . (+)/(-) 99024Arising from a decrease of the percentage held . . . . . . . (+)/(-) 99034Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99044Differences transferred to the income statement . . . . . . (+)/(-) 99054Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99064
Net book value at the end of the period . . . . . . . . . . . . . . . 99112 193
F-107
Nr. BE 0451.416.125 CONSO 4.13
STATEMENT OF AMOUNTS PAYABLE
Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORETHAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one yearFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8801 94.986
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8811 10.000Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8821Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8831 67.180Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8841 17.581Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8851 225
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8861Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8871Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8881
Advance payments received on contract in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8891Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8901
Total current portion of amounts payable after more than one year falling due withinone year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42) 94.986
Amounts payable with a remaining term of more than one but not more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8802 318.877
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8812 40.849Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8822Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8832 186.790Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8842 90.466Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8852 772
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8862Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8872Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8882
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8892Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8902
Total amounts payable with a remaining term of more than one but not more thanfive years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8912 318.877
Amounts payable with a remaining term of more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8803 100.561
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8813Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8823Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8833 59.654Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8843 40.227Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8853 680
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8863Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8873Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8883
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8893Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8903
Total amounts payable with a remaining term of more than five years . . . . . . . . . . . . . . . . . 8913 100.561AMOUNTS PAYABLE (OR PART OF AMOUNTS PAYABLE) GUARANTEED BY REAL SECURITIES
OR IRREVOCABLY PROMISED ON THE ASSETS OF THE ENTERPRISES INCLUDED IN THECONSOLIDATION
Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8922 108.047Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8932Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8942Leasing and similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8952Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8962 108.047Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8972
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8982Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8992Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9002
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9012Taxes, remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9022
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9032Remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9042
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9052Total amounts payable guaranteed by real securities or irrevocably promised by the
enterprises of the consolidation on its own assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9062 108.047
F-108
Nr. BE 0451.416.125 CONSO 4.14
OPERATING RESULTS
Codes Period Preceding period
NET TURNOVER
Allocation by categories of activity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation into geographical marketsEurope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314.627 331.756Asia - Oceania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76.590 40.109Africa - Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84.760 57.115America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84.311 40.989Aggregate turnover of the group in Belgium . . . . . . . . . . . . . . . . . . . . . . . 99083 92.785 94.243
AVERAGE NUMBER OF PERSONS EMPLOYED (IN UNITS) AND PERSONNEL
CHARGES
Fully consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90901 3.253 2.957
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90911 2.171 2.122Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90921 1.082 835Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90931Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90941
Personnel chargesRemuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99621 149.996 128.676Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99622
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99081 573 600
Proportionally consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90902 573 545
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90912 528 494Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90922 45 51Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90932Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90942
Personnel charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Remuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99623 5.148 3.230Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99624
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99082
Period Preceding period
EXTRAORDINARY RESULTS
Allocation of other extraordinary income if they are important. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation of other extraordinary charges when they are important. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Codes Period Preceding period
INCOME TAXES
Difference between the tax charged in the consolidated income statementfor the period and the preceding periods and the amount of the tax paidor payable in respect of those periods, in as far as this difference issignificant in respect of future taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99084
Effect of extraordinary results on the amount of income taxes on thecurrent period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99085
F-109
Nr. BE 0451.416.125 CONSO 4.15
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET
Codes Period
AMOUNT OF PERSONAL GARANTEES, given or irrevocably promised by theenterprises included in the consolidation, as security for third parties’ debts orcommitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9149 23.606
REAL GUARANTEES provided or irrevocably promised by the enterprise on its ownassets as security of debts and commitments of the enterprise
of enterprises included in the consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99086 29.565of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99087
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN
THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISES IN THE
CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9217
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9218
SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 9219
RIGHTS :to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99088 1to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99089 891to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99090to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99091
COMMITMENTS :to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99092 12.409to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99093 1.210to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99094 1to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99095
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS
Our Estimates are made for significant litigations (with subcontractors, clients, tax authorities, etc.), thoseestimates are based on known facts and appropriate provisions are recorded in consolidated accounts.
Long term commitments in connection with rent and operating lease agreements for an amount of45 825 278 €
COMMITMENTS WITH RESPECT TO RETIREMENT AND SURVIVORS PENSIONS IN FAVOUR OF THEIR
PERSONNEL OR EXECUTIVES, AT THE EXPENSE OF THE ENTERPRISES INCLUDED IN THE CONSOLIDATION
NATURE AND COMMERCIAL OBJECTIVE OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
Nature and commercial objective of transactions not reflected in the balance sheet
Provided that the risks or advantages coming from these transactions are significant and if the disclosureof the risks or advantages is necessary to appreciate the financial situation of the companies that areincluded in the consolidation as a whole, the financial consequences of these transactions for the companiesthat are included in the consolidation as a whole have to be mentioned as well.
F-110
Nr. BE 0451.416.125 CONSO 4.16
RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BYPARTICIPATING INTERESTS WHICH ARE NOT INCLUDED IN THE CONSOLIDATION
Codes Period Preceding period
AFFILIATED ENTERPRISES
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9261 714
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9291 41Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9301Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9311 41
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9321Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9331Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9341
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9351Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9361Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9371
Personal and real guarantees given or irrevocably promised, as security ofdebts or promised, as security of debts or commitments of affiliatedenterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9381
Other significant financial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9401
Financial resultsIncome from financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9421Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9431Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9441Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9461Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9471
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9262 184 565
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9292Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9302Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9312
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9352Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9362Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9372
Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET
CONDITIONS
Transactions with enterprises linked by participating interests out of market conditions Mention ofthese transactions, with exception of transactions within the group, if they are significant,including the amount of the transactions, the nature of the link, and all information about thetransactions which should be necessary to get better understanding of the situation of thecompanies included in the consolidation as a whole.
All transactions with related parties performed by the group are made against normal marketconditions (at arms length) according to the local economic environments of the parties involved.The group has not performed any transactions with related parties that are not at arm’slength. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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FINANCIAL RELATIONSHIPS WITH
Codes Period
FINANCIAL RELATIONSHIPS WITH DIRECTORS, INDIVIDUALS OR BODIES CORPORATE FROM
THE CONSOLIDATED ENTERPRISES
Total amount of remuneration granted in respect of their responsibilities in theconsolidation enterprise, its subsidiaries and its affiliated companies, including theamounts in respect of retirement pensions granted to former directors or manage . . . . . . . 99097 911
Total amount of advances and credits granted by the consolidating enterprise, by asubsidiary company or by an associated company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99098
Codes Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor’s fees according to a mandate at the group level led by the company publishing theinformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9507 121
Fees for exceptional services or special missions executed in the company and its brqnchesby the auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95071 19Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95072Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95073
Fees to people auditors are linked to according to the mandate at the group level led by thecompany publishing the information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9509 370
Fees for exceptional services or special missions executed in the company and its branchesby people they are linked to
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95091Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95092Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95093 12
Mentions related to article 133, paragraph 6 from the Companies Code
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Nr. BE 0451.416.125 CONSO 4.18
DERIVATIVES NOT MEASURED AT FAIR VALUEPeriod
IF POSSIBLE, AN ESTIMATE OF THE FAIR VALUE FOR EACH CATEGORY OFDERIVATIVE THAT IS NOT ACCOUNTED FOR ON A FAIR VALUE BASISINDICATING THE AMOUNT AND TYPE
Market value Financial Derivatives for interest & Exchange rate risks . . . . . . . . . . . . . . . . . . . . . . -12.727. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-113
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SARENS BESTUUR NVAutoweg 10
1861 Wolvertem - BelgiumPage 1/14
ANNUAL REPORT FROM THE BOARD OF DIRECTORS TO THE GENERAL MEETING OFSHAREHOLDERS TO BE HELD ON MAY 31th 2013 CONCERNING THE CONSOLIDATED ANNUALACCOUNTS AS OF DECEMBER 31st 2012
The drafting and filing of the consolidated annual accounts and the consolidated annual report is provided for bylaw in articles 108 to 121 of the Company Code, by articles 106 to 169 of the Royal Decree of January 30th 2001implementing the said Code and by article 11, § 1 of the Act of July 17th 1975 on the accounting of companies.
This annual report should be read together with the audited consolidated annual accounts of SARENSBESTUUR NV
The Sarens group has continued its international growth in order to become a worldwide leader in heavy lift andspecial transport. This was realized through extensive investments in new equipment, the acquisition of newentities as well as the efforts of our motivated staff.
PRIOR NOTIFICATIONS
With respect to the 2012 consolidated financial statements, the facts listed underneath are important to report:
1. On 1st January 2012 Sarens Group made an agreement with the minorities of Sarens Kranservice A/S toacquire 25% shares of latter, bringing the total investment on 100%.
2. On 27th January 2012, Sarens Group bought out the minorities, who owned 20% of the shares of SarensPolska Spzoo (Poland);
3. To expand his activities in South-East Asia, Sarens Group took a participation of 49% in TAGILogistics (Vietnam) with an option to acquire an additional part of the shares
4. In the region South-America the Sarens group expanded his activities by acquiring 100% of the sharesof Transvertal Dos and Servicios Para Maquinarias SA, 2 Chilean companies. The transfer of the shareswas accomplished on 19th March 2012. After acquisition the company name Transvertal Dos waschanged into Sarens Chile SA.
5. On 5th April 2012, Sarens group acquired the remaining 20% shares of Perth Crane Hire Pty(Australia), bringing the total investment on 100%.
6. At 30th July 2012, one of the shareholders paid up the non-called capital, amounting to 25 million EUR.
7. Zuraw Sarens (Polska) absorbed on 31th August 2012 Sarens Polska Spzoo. After this merge thecompany name was immediately changed to Sarens Polska Spzoo.
8. We created Sarens Montage BV in the Netherlands on 22th October 2012. Full owner of thisparticipation is Sarens Nederland BV Holding.
9. On 31 October 2012 Sarens group disposed of the construction company Sarens Betonmontage BV.
10. Van Geest Betontechniek BV was absorded by a new formed company Betonbouw Nederland HoldingBV on 5th November 2012. As consideration for this contribution Sarens group received a participationof 25% in Betonbouw Nederland Holding BV as well as preference shares.
11. Sarens Wind was liquidated in 2012 while the branch Sarens Japan was closed.
12. Also our international expansion goes further on by developing new markets This is the case forSarens Agir Yük Kaldirma Tic. Ltd in Turkey a 100% participation of Sarens Nederland
holding BV. Sarens France has taken in November for 70% as participation Sarens Congo SARL .
13. On 26/9/2012 Sarens Bestuur has taken a majority of 95% in Sarens Heavy Lift Egypt LLC .
14. To be able to perform lifting activity in the region of Basra Oil fields we were obliged to create asecond Iraqi Company, Sarens for General Trading and Contracting LLC .
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15. The Sarens Group is developing a new salvage activity in Indonesia. With local vested people a newcompany has been created. The Group participate for 49% in this new activity.
A. GROUP COMPOSITION
As per balance sheet date, the legal structure of the Sarens group is as follows:
Nr CompanyShortName Country 2012 Method 2011 Method
10101 Sarens Bestuur NV SBU Belgium 100% F 100% F10102 Sarens NV SNV Belgium 100% F 100% F10103 Sarens BE NV STE Belgium 100% F 100% F10108 Sarbra 1750 NV SBR Belgium 50% P 50% P10109 Sarkran NV SKR Belgium 100% F 100% F10117 EOLE Overseas NV EOL Belgium 50% P 50% P10201 Nebem BV NEB Netherlands 50% P 50% P10202 Sarens Betonmontage BV SBM Netherlands — D 100% F10203 Sarens Nederland BV SNL Netherlands 100% F 100% F10205 Sarens Steel Erectors BV SSE Netherlands 100% F 100% F10206 Sarens Wind BV SWD Netherlands — D 100% F10207 Betonbouw Nederland Holding BV VGB Netherlands 25% E10210 Ververmeer Materieel BV VVM Netherlands 100% F 100% F10211 Management Sarens Nederland BV MSN Netherlands 100% F 100% F10212 Sarens Materieel BV SMA Netherlands 100% F 100% F10213 Holding Sarens Nederland BV DKB Netherlands 100% F 100% F10214 Sarens Montage BV SMB Netherlands 100% F10301 Sarens France SAS SFR France 100% F 100% F10302 Sarens Normandie Sarl SNO France 100% F 100% F10303 Sarens Sud Sarl SSU France 100% F 100% F10304 Sarens Nord Ouest SAS CHB France 100% F 100% F10305 Eurolevage Sarl ELV France 100% F 100% F10307 Branche Nouvelle Caledonie BNC New-Caledonia 100% F 100% F10401 G.E. Curtis Ltd CUR UK 100% F 100% F10402 Sarens UK Ltd SUK UK 100% F 100% F10403 Sarens Construction Ltd SCL UK 100% F 100% F10501 Sarens GMBH SDE Germany 100% F 100% F10502 WS Vermietung GmbH WSV Germany 50% P 50% P10601 Sarens Cranes Ltd SIE Ireland 100% F 100% F10701 Sarens Italia Srl SIT Italy 100% F 100% F10802 Sarens Kranservice AS SKS Norway 100% F 75% F10803 Sarens A/S NGE Norway 100% F 100% F10904 Zuraw Gdansk Spzoo GDA Poland 100% F 100% F10905 Sarens Polska Spzoo GRO Poland 100% F 100% F11001 ALVIAN MOST s.r.o AMO Czech Republic 25% E 25% E11101 Sarens Atyrau Gmbh Branch Kazakhstan SAT Kazakhstan 100% F 100% F11202 Sarens NV - Ogranak (Branch) SER Serbia 100% F 100% F11203 Sarens Transport and Heavy Lift DOO STH Serbia 100% F 100% F11301 Sarens Russia LLC SRU Russia 100% F 100% F11302 Sarens KM OOO SKM Russia 100% F 100% F11601 UAB Sarens Balticum BAL Lithuania 100% F 100% F14101 Sarens Nass Middle East W.L.L. SNM Bahrein 50% P 50% P14102 Sarens N. Middle East Holding Ltd. SNH Bahrein 100% F 100% F14103 Epequip SPC SNT Bahrein 100% F 100% F14106 Sarens Qatar LLC SQA Qatar 100% F 100% F
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Nr CompanyShortName Country 2012 Method 2011 Method
14110 Sarens for General Trading and ContractingWLL SIR Iraq 100% F 100% O
14120 Sarens for General Trading and Contracting LLC Iraq 100% F14301 Sarens Thailand Co. Ltd. SAS Thailand 100% F 100% F14302 Sarens Asia (ROH) Ltd. ROH Thailand 100% F 100% F14401 Sarens Korea (Branch) SKO Korea 100% F 100% F14402 Sarens Korea Ltd. KOR Korea 100% F 100% F14501 Sarens Heavy Lift India Private Limited SIN India 100% F 100% F14601 Sarens (Malaysia) SDN. BHD. SML Malaysia 100% F 100% F14701 SARENS VIETNAM Ci. Ltd. SVN Vietnam 100% F 100% F14702 TAGI Logistics TAG Vietnam 49% E14801 Sarens Japan SJA Japan — D 100% F17104 Sarens North America Holding, Inc. USH US 100% F 100% F17105 Rigging International, Corp. RIG US 100% F 100% F17202 Servicios Corporativos Latinoamericanos SA
de CV SLA Mexico 100% F 100% F17204 SRNS Latinoamérica SA de CV LAT Mexico 100% F 100% F17301 Groep Sarens de Venezuela C.A. SVE Venezuela 100% F 100% F17401 SARENS BRASIL LOCAÇÃO DE
EQUIPAMENTOS PARA CONSTRUÇÃOLTDA. SDB Brazil 100% F 100% F
17501 Sarens Heavy Lift Canada Ltd. SCA Canada 100% F 100% F17502 Canada Crane Services Inc. CCS Canada 90% F 90% F17601 Sarens de Colombia S.A.S. SCB Colombia 100% F 100% F17801 SarensEcuador SA SEC Ecuador 100% F 100% O17901 Sarens Chile SA STV Chile 99% F17902 Servicios para Maquinaria S.A. SPM Chile 99% F18101 Sarens Algérie Sarl SAL Algeria 60% F 60% F18102 Sarens SA - P.E. Algeria PAL Algeria 100% F 100% F18201 Sarens South Africa (Pty) Limited SSA South Africa 100% F 100% F18301 Sarens Maroc SMR Morocco 100% F 100% F18401 Sarens Tunisie sarl STU Tunisia 70% F 70% F18501 Sarens Heavy Lift Namibia (Pty Ltd) SNA Namibia 100% F 100% F18701 Sarens Mauritius SMS Mauritius 100% F 100% F18801 Sarens Cranes Services Nigeria Ltd. SNI Nigeria 100% F 100% O18802 Sarens Buildwell Nigeria Ltd SBN Nigeria 50% P 50% O19101 Sarens Australia Ltd SAU Australia 100% F 100% F19102 Perth Crane Hire Pty Ltd PCH Australia 100% F 80% F
F= Full ConsolidationP= Proportional ConsolidationE= Equity MethodD= DeconsolidationO= not included in the consolidation last year because of minor importance.Some companies are not included in the consolidation because:
• they are of minor importance and have no material impact on the true and fair view of the consolidatedfinancial statements; or
• the information necessary for inclusion in the consolidated annual accounts cannot be obtained withoutdisproportionate expense or undue delay;
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It concerns following Companies:
Sarens Tunglyft AB, Sarens Mozambique LDA, Sarens Zambia Ltd., Sarens Botswana (Pty) Ltd, SarensTanzania Limited, Sarens Gulf Heavy Lift LLC, Sarens - Abu Dhabi Branch, Sarens Gulf Equipments TradingLLC, Sarens Saudi Arabia Ltd, Sarens Argentina SA, Sarens SZR LLC, Sarens Ukraine LLC, Sarens Agir YükKaldirma Tic. Ltd. Sti, Sarens Heavy Lift Egypt LLC, Sarens Congo SARL., BSM Sarens Serviços Técnicos DeEngenharia E Locação Ltda (Brazil), PT Sarens OCS Indonesia.
Annually an assessment is made on to which companies are to be included in the consolidation.
B. CONSOLIDATION DETAILS
In the consolidation the amounts payable and amounts receivable between the fully consolidated companies ofthe group were eliminated. The results pertaining to transactions between the fully consolidated companiesincluded in the consolidation were also eliminated.
The consolidated annual accounts were composed on the same day as the annual accounts included in theconsolidation.
For the companies that are directly or indirectly, in fact and in law, controlled by SARENS BESTUUR NV, thefull consolidation method is applied, whereby the headings of the consolidated companies are added completelyto the corresponding headings of the consolidating company, with the exception of inter-company transactionsand the establishment of the rights of the third-party shareholders (liabilities heading “Minority Interests”).
The difference in consolidation is the difference between the book value of the participation on the one hand andthe proportional part of the equity capital (intrinsic value) of the subsidiaries included in the consolidation on theother hand.
This consolidation difference is either positive (goodwill) or negative (badwill).
Positive consolidation difference: when the book value of the participation in the annual accounts of the parentcompany > the proportional part of the equity capital of the subsidiary at the time of acquisition.
Negative consolidation difference: when the book value of the participation in the annual accounts of the parentcompany < the proportional part of the equity capital of the subsidiary at the time of acquisition.
The term “minority interests” can be defined as the share of the equity of the consolidated annual accounts thatdoes not belong to the “GROUP”, but to third-party shareholders.
The proportional consolidation is applied to joint subsidiaries (joint ventures). All headings for the annualaccounts are included in proportion to the percentage held. Through an entry, only the share in the assets,liabilities and the profit and loss account that belongs to the group is included.
The equity method is applied for associated companies in which the group has participations between 20% and50%.
This method entails that the participation in the balance is included for the amount that corresponds to the sharein the equity capital of the company concerned, including the results for the financial year. In other words it ismore of a method of valuation rather than a method of consolidation. The share in the results of the participationto which the equity method is applied is recorded in the profit and loss account under a separate entry (seecode 9975).
The other companies in which SARENS BESTUUR NV does not exercise a significant control, or which have anegligible effect upon the consolidation, are included separately for their acquisition price, under the assets (seecode 284) of the financial fixed assets.
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C. GENERAL VALUATION RULES
The consolidated companies undertake the necessary revisions themselves for the consolidation in order to applythe valuation rules of the group and to ensure they are consistent with the accounting regulations applicable inBelgium.
The following revisions were primarily undertaken for this purpose: recalculation of the depreciation as a resultof the expected economic life-span of the assets, inclusion of off-balance leasing agreements and the inclusion ofoff-balance social obligations.
FORMATION EXPENSES
Are valued at the purchase price and debited at 14% to 100% straight-line basis.
INTANGIBLE FIXED ASSETS
Are valued at the purchase price and debited at 20% to 33% on a straight-line basis. Additional expenses aredebited against the same percentage as the principal sum.
TANGIBLE FIXED ASSETS
These are recognized on the assets side of the balance sheet at their purchase price. Amortization is applied onthe grounds of linear economic percentages calculated on the basis of the duration of the depreciation and takinginto account the residual value, namely:
Amortised Period Residual Value
Industrial Buildings . . . . . . . . . . . . . . . . . 10 Years 0%Barges . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years 20%Office Buildings . . . . . . . . . . . . . . . . . . . . 33 Years 0%Plant, Machinery and Equipment . . . . . . . 5 Years 0%Furniture . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Years 0%Vehicles- Mobile cranes up to 200 ton . . . . . . . . . 7 Years 10%- Mobile cranes more than 200 ton . . . . . 10 Years 15%- Lattice Boom Cranes . . . . . . . . . . . . . . . 15 Years 20%- Hydraulic Trailers . . . . . . . . . . . . . . . . . 15 Years 20%- Other Vehicles . . . . . . . . . . . . . . . . . . . . 5 Years 5%Leasing and Similar Rights . . . . . . . . . . . According to categoryOther Tangible Assets . . . . . . . . . . . . . . . 5 Years 0%
Additional expenses are debited against the same percentage as the principal sum.
All gains arising from an internal group transaction since 2009 were eliminated.
Losses arisen from internal group sales were eliminated and an impairment is accounted on the correspondingfixed asset.
FINANCIAL FIXED ASSETS
The non-consolidated participations make up long-term investments that do not satisfy the consolidation criteria.They are valued at their purchase price. Impairments are entered in the case of long-term losses or devaluation,justified by the state, profitability and prospects. Amounts receivable and cash guarantees are valued at nominalvalue.
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AMOUNTS RECEIVABLE AFTER ONE YEAR AND WITHIN ONE YEAR
Are valued at nominal value. Write-offs are applied to non-collectable amounts receivable or to receivables forwhich collection is uncertain. These write-offs are withdrawn as soon as the amounts are settled.
INVENTORY
The raw materials, consumables and materials purchased for resale are valued at purchase price in accordancewith the FIFO method. Work in progress and finished goods are valued at production costs or at market value if itis lower on the balance sheet date.
The work in progress is valorised in accordance with the ‘percentage of completion’ method.
CASH AND CASH EQUIVALENTS
The other investments are valued at nominal value.
PREPAYMENTS AND ACCRUED INCOME
The accrued income and deferred charges are reported pro rata temporis on the balance sheet date, based on thefacts known.
INVESTMENT GRANTS
Are reported after deduction of deferred taxes, which are included under the caption “Provisions and deferredtaxes”.
MINORITY INTERESTS
Minority interests are reported based on the full consolidation method and represent the share of third parties inthe equity including the results of the financial year of the fully consolidated subsidiary.
It represents the part of the equity of the consolidated company that does not belong to the Sarens group, but tothird-party shareholders.
REVALUATION SURPLUS
Until 2008 gains realized on the sale of tangible fixed assets within the group were not eliminated because of thefact that these transactions take place at arm’s length. The gains realised through these transactions wereeliminated from the result of the year and reported as a revaluation surplus (included in equity). Despite the factthat these gains are taxed in the statutory accounts of the subsidiaries involved, no deferred tax asset wasaccounted for. On the moment that the fixed asset item are sold to a third party, the revaluation surplus will bereleased through the income statement.
As from 2009 all gains realized on the sale of tangible fixed assets have been eliminated in the income statement.
PROVISIONS FOR LIABILITIES AND CHARGES
These provisions are systematically created on the basis of the principals of prudence, honesty and good faith. Bytheir nature, they aim to cover specified losses or charges which are probable or certain on the balance sheet date,but for which the amount is not yet ascertained.
Included within the provisions of the consolidated annual accounts are the known social obligations ofsubsidiaries that are not expressed in the local balance sheet.
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The deferred taxes concern the (temporary) tax-free reserves and investment grants.
All deferred taxes are calculated against the local tax rate of the country where the subsidiary is taxed on hisresult.
AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR AND WITHIN ONE YEAR
These debts are valued at nominal value.
ACCRUED CHARGES AND DEFERRED INCOME
The accrued charges and deferred income are reported pro rata temporis on the balance sheet date, based on thefacts known.
CONVERSION OF FOREIGN CURRENCIES
The accounts of entities reporting in foreign currencies (outside the euro-zone) were converted at the closing ratefor the balance sheet, and at the average exchange rate of the financial year for the profit and loss accounts.Translation differences are separately reported under the header “Translation differences” in equity.
The financial statements are prepared under the going-concern assumption.
The principal that material meaning is more important than formal accuracy is adhered to, whereby the goal isthat all details are included which are of any importance in forming an opinion on the assets, the financialposition and the results of the company.
D. VALUATION RULES SPECIFIC TO THE CONSOLIDATION
The accounting policies were applied consistently in 2012. There were no indications to take additionalimpairments on fixed assets.
1. NEGATIVE CONSOLIDATION DIFFERENCES (LIABILITIES)
The negative difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the negative price when it comes to the acquisition of shares) is includedunder this heading.
The initial consolidation differences with respect to participating interests are compensated as long as a negativebalance remains for the liabilities in the balance sheet.
The negative consolidation differences in the consolidated annual accounts amount to 2.151.249 EUR.
Mother Company Participation InNegative goodwill at
31/12/2012
Sarens Bestuur . . . . . . . . . . . . . . . Trp Laroy 142,816Sarkran . . . . . . . . . . . . . . . . . . . . . Sarens Gmbh 20,281Sarens/Sarkran . . . . . . . . . . . . . . . Holding Sarens NL 763,709Sarens/Sarkran . . . . . . . . . . . . . . . Sarens UK/Curtis 71,474Sarens . . . . . . . . . . . . . . . . . . . . . . Sarens Thailand Co Ltd 924,335Norge . . . . . . . . . . . . . . . . . . . . . . Sarens Transrig 35,653Sarens . . . . . . . . . . . . . . . . . . . . . . Sarens Nass Middle East 54Nebem . . . . . . . . . . . . . . . . . . . . . Iran Rahnama 192.927
2,151,249
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3. POSITIVE CONSOLIDATION DIFFERENCES
The positive difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the additional price when it comes to the acquisition of shares) isincluded under this heading.
The positive consolidation differences are amortized on a straight-line basis over a period of 5 years.
The position of the goodwill with respect to the assets on the balance sheet is as follows:
Mother Participation InAcquistionYTD 2012
Accumulateddepreciation
2011Depreciation
2012
Net BookValue YTD
2012
Sarens Bestuur Sarens BE (+ samoco) 3.360.287 -2.833.438 -263.425 263.424Canada Crane Service 64.306 -11.789 -12.861 39.656
Usa Holding Rigging International 7.025.901 -4.385.039 -1.405.180 1.235.682Sarens NV Sarens Polska 1.647.400 -665.461 -207.815 774.124Sarens/Sarkran/Sarens Bestuur Sarens France/Sarens
Normandie/Eurolevage1.175.427 -1.175.427 0 0
Sarens Normandie 2.447.761 -2.447.761 0 0Sarens Bestuur Nebem 112.906 -112.906 0 0Sarens Bestuur/Sarens Sarens Italia 68.644 -68.644 0 0Sarens Bestuur Sarbra 1750 70.208 -70.208 0 0Sarens Bestuur Sarens Algerie 249.874 -265.022 15.148 0Sarens NV Sarens Australië 786.122 -785.442 -680 0
VVM MATERIEEL BV 2.392 -2.392 0 0Sarens A/S Kraenservice AS (Nor) 2.124.108 -1.995.420 -124.463 4.225
Montasje AS (Nor) 340.984 -272.787 -68.197 0Sarens France SAS Sarens Nord Ouest SAS 883.786 -707.029 -176.757 0Sarens NV Sarens South Africa 1.800.875 -1.919.359 118.484 0Sarens Australia Sarens Perth 1.068.374 -261.407 -200.294 606.673Sarens Bestuur Zuraw Gdansk 479.481 -200.808 -95.896 182.777Sarens Bestuur Sarens Polska 1.102.386 -440.954 -220.477 440.955Sarens Bestuur Sarens Chile SA 423.080 -70.513 352.567Sarens Bestuur Servicios para Maquinaria S.A. 77.231 -12.872 64.359Sarens NV TAGI Logistics 487.243 -89.328 397.915
Total 25.798.776 -18.621.293 -2.815.126 4.362.357
E. RISKS AND UNCERTAINTIES
The Sarens group is active worldwide and therefore subject to inherent market risks which may includeeconomic, legal, political, labour and tax risks of the countries in which the Sarens group is active.
The majority of the activities of Sarens Group are subject to competitive pressure from both local andinternational competitors. The development of new technologies by competitors or the entry on a market of anynew or existing competitor may have a negative impact on the turnover.
Furthermore Sarens Group is subject to risks associated with the proper execution of its projects.
Sarens Group manages the above described risks by establishing mitigating actions or controls to ensure thatrisks are managed and reduced.
In accordance with the risk management policies of Sarens Group, specific derivative financial instruments areused to reduce the risks the Group is exposed to (interests, currency risks and credit risks).
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The currency risk of Sarens Group can be split in a translation currency risk and a transactional currency risk.
The translation currency risk arises when the functional currency of the foreign operations are translated to thereporting currency which is the Euro. Sarens Group is not hedged against this risk due to the fact that it has noimpact on cash flows.
The transactional currency risk arises as a result of the commercial international activities. The group is mainlyexposed to currency exchange fluctuations with the USD or other dollar related currencies. The Sarens Groupminimizes this risk:
• on one hand by making sales and purchases in the same currency;
• and on the other hand by hedging the net position in foreign currency when it is deemed necessary.
Taking into account the scope of the annual investments the group is also exposed to interest risks. The interestrisks are covered by taking out interest swap and collar agreements.
The risk on non-recoverability of debts is small in view of the reputation and solvability of its clients, thediversification of its portfolio and the constant monitoring of its outstanding receivables.
The market value of these financial instruments the Group is committed to, amounts -12.726.785 at 31st ofDecember 2012. The counter parties of the financial instruments are financially solid partners.
F. FINANCIAL RESULTS OF THE COMPANY:
The activities can be represented by the summarised profit and loss account
2012December
2011December
TOTAL TURNOVER . . . . . . . . . . . . . . . . . . . . . 560.287.564 100,00% 469.969.262 100,00%
WORK IN PROGRESS . . . . . . . . . . . . . . . . . . . . 20.979 -1.867.566ASSETS - OWN CONSTR. & COST
CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.131.824 9.511.673TOTAL OTHER OPERATING INCOME . . . . . . 10.140.917 11.058.383
TOTAL OPERATING INCOME . . . . . . . . . . . 575.581.284 102,73% 488.671.752 103,98%
TOTAL PURCHASES . . . . . . . . . . . . . . . . . . . . . 39.063.628 47.992.211TOTAL OTHER GOODS AND SERVICES . . . . 219.250.050 174.972.861REMUNERATION, SOCIAL SECURITY
COST, & PENSION . . . . . . . . . . . . . . . . . . . . . 155.143.717 131.906.107TOTAL OTHER OPERATING EXP . . . . . . . . . . 13.209.419 7.099.355
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148.914.470 26,58% 126.701.218 26,96%
TOTAL DEPRECIATION . . . . . . . . . . . . . . . . . . 86.273.729 92.376.800PROVISIONS & WRITE-OFFS . . . . . . . . . . . . . . 10.653.516 2.435.764
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.987.225 9,28% 31.888.654 6,79%
FINANCIAL COSTS . . . . . . . . . . . . . . . . . . . . . . 51.024.470 45.099.755FINANCIAL INCOME . . . . . . . . . . . . . . . . . . . . . 15.773.015 24.971.959
RESULT FROM OPERATIONS . . . . . . . . . . . 16.735.770 2,99% 11.760.858 2,50%
EXTRA-ORDINARY INCOME . . . . . . . . . . . . . 717.135 132.150EXTRA-ORDINARY COSTS . . . . . . . . . . . . . . . 2.282.642 525.314
EBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.170.263 2,71% 11.367.694 2,42%
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TRANSFER FROM RES AND DEF TAXES . . . -7.553.363 192.017TAXES ON RESULT . . . . . . . . . . . . . . . . . . . . . . -4.933.360 -6.813.650
NET PROFIT (LOSS) OF THE YEAR . . . . . . 2.683.540 0,48% 4.746.061 1,01%
RESULT EQUITY METHOD . . . . . . . . . . . . . . . 133.158 -3.321CONSOLIDATED NET PROFIT (LOSS) OF
THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.816.698 0,50% 4.742.740 1,01%
WITHDRAWAL THIRD PARTYMINORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 515.057 1.244.536
SHARE OF THE GROUP . . . . . . . . . . . . . . . . . 2.301.641 0,41% 3.498.204 0,74%
CONSOLIDATED INCOME STATEMENT OF THE COMPANY
TURNOVER
The turnover of the group increased further by 19,22% to 560,3 million EUR, which is the highest ever turnover.All regions have contributed to this sales growth with exception of Europe and Eastern Europe where the Groupis experiencing delays in project start and continued price pressure.
With the shifting for more than 50 million EUR value of equipment to growing regions and the majority of itsinvestments in regions with economic growth, sales outlook for 2013 is promising.
OPERATING INCOME
Other operating income consists primarily of realized gains on sales of cranes.
OPERATING EXPENSES
The growth of the turnover is reflected by an increase of operating expenses. Operating expenses increased by66.8 million EUR or 14,7%, from 456,8 million EUR in 2011 to 523,5 million EUR in 2012.
In order to achieve this growth in turnover the Group has made more use of subcontractors (+25,5 millionEURO) and operational leasing (BGAAP) (+ 12 million EURO).
The fact that our crane fleet has further grown in 2012 has a consequence to the number of personnel needed.Also a higher number of big international projects has an impact on our personnel costs. We notice an increase ofpersonnel cost of 17.6%.
EARNINGS BEFORE DEPRECIATION AND IMPAIRMENT OF TANGIBLE AND INTANGIBLEASSETS (EBITDA)
In spite of the increase of EBITDA (148,9 million EUR in 2012 compared to 126,7 million EUR in 2011),EBITDA margin (EBITDA / turnover) went slightly down from 26,96% in 2011 to 26,58% in 2012.
OPERATING RESULTS (EBIT)
The operating results increased from 31,9 million EUR in 2011 to 51,7 million EUR in 2012 and is as high as theEBIT realized in 2010.
Depreciations increased further as a consequence of the investing in additional crane capacity during recentyears.
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Although 2011 was exceptional because of the change in accounting policies of write-offs on trade debts, thewrite-offs on trade debts decreased as a result of severe collection procedures. Due to the uncertainty about therecovery of the Odeja receivable, the Group recorded an additional write-off amounting to 3 million EUR.
Provisions are recognized for post-employment benefits, claims and environmental pollutions.
FINANCIAL COSTS AND INCOME
Interest expenses increased to 28,4 million EUR (23,6 million EUR in 2011) as a consequence of higher financialdebts. Other financial costs consists primarily of exchange loss (realized and unrealized) amounting to18,1 million EUR.
Since 2011 the Group records unrealized exchange gains on the income statement. The exchange gains (realizedand unrealized) are included in other financial income for an amount of 15,1 million EUR. Netting the exchangegains with the exchange losses results in a Group loss of 3 million EUR.
EXTRAORDINARY COSTS AND INCOME
Due to the sale of Van Geest Betontechniek and the subsequent impairment of the deferred consideration, theGroup recognized an extraordinary expense of 2,2 million EUR.
The Group realized a gain on the sale of Sarens Beton amounting to 0,6 million EUR which is included inextraordinary income
SHARE IN THE RESULTS OF ASSOCIATED COMPANIES
The contribution to the consolidated net result of the associates was as followed:
* Alvian Most -0,1 million EUR;
* TAGI Logistics + 0,2 million EUR.
TAXES
Income tax expense for the year 2012 amounts 12,5 million EUR (6,6 million EUR in 2011) of which 7,5 millionrelates to deferred taxes (0,2 million in 2011).
All deferred taxes are calculated using the local tax rate applicable for the subsidiary and are mainly the result ofa difference between the local depreciation and group’s economic depreciation which is in generally longer.
In accordance with BE GAAP deferred taxes assets are set off against deferred tax liabilities. Deferred tax assetsare not recognized in case the deferred tax liabilities are insufficient for offsetting.
CONSOLIDATED NET RESULT
The share of the group in the result 2012 amounts 2,3 million EUR while the minorities realized a gain of0,5 million EUR.
CONSOLIDATED BALANCE SHEET OF THE COMPANY
ASSETS
In 2012 we see in the section formation expenses an increase of 18,9 million EUR as consequence of thecapitalization of costs regarding the restructuring of the credit facilities. Depreciation on these formation expensewill start mid-2013 at the beginning of the repayment of capital.
We refer to section D.3 of this annual report for a discussion of the movements on positive consolidationdifferences.
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The tangible fixed assets increased further to 799,8 million EUR in 2012 (706,5 million EUR at 31 December2011) as a result of further investing in crane capacity and rolling equipment.
Financial fixed assets increased with 0,7 million EUR mainly as a result of the acquisition of TAGI Logistics,which is accounted for by use of the equity method. Furthermore, the carrying amount of the other associatesincreased with 0,1 million EUR as result of the profit generated in 2012 (see also share of results in associates).
The current assets in 2012 amount to 262,3 million EUR against 227,2 million EUR in 2011. The main elementsare:
2012 2011
• Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155 million EUR 144,4 million EUR• Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . 40,1 million EUR 18,8 million EUR• Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,3 million EUR 44,4 million EUR
The higher net sales affected the amount of trade receivables with 10,6 million EUR (+ 7,3%). The ratio baddebts on total trade receivables decreased to 13,7% in 2012 (15,8% in 2011) mainly due to severe collectionprocedures.
The deferred charges include costs related to the strategic movements of cranes for an amount of 5,9 millionEUR. These costs are expensed over more than one year; pro rata the use of the crane. Only in the case of“strategic decision making” by the board we decide to defer transportation costs, custom duties and cleansingcosts .
The total assets amount to 1.096,6 million EUR in 2012 compared to 949,7 million EUR in 2011, an increase of15,5%.
LIABILITIES
The equity of the consolidated financial statements amounts 254,1 million EUR in 2012 compared to228,3 million EUR in 2011, while the solvability ratio amounts 23,2% (24% in 2011). The equity grew with25,7 million EUR mainly as result of the calling of unpaid capital for an amount of 25 million EUR.
The increase in financial debt is a result of the expansion of the Group. Long-term debts grow with 55,9 millionEUR to 419,4 million EUR of which 40,8 million EUR is subordinated. The amounts payable after one yearpertains primarily to investment loans and lease obligations granted to finance the capital expenditures in cranesand rolling equipment. Net financial debt amounts 504,8 million EUR (436,3 million EUR in 2011), leading to agearing of 2.
The amounts payable within one year amounts 329,3 million EUR in 2012 compared to 274,9 million EUR in2011. Increases are mainly situated on financial debts payable within 1 year (as a result of the investing inadditional crane capacity and rolling equipment) and trade payables (as a result of the higher activity of theGroup).
The liquidity of the Group decreased to 79,7% in 2012 (82,7% in 2011).
In 2012, the group employed worldwide at 31 December 2012, 3.826 people (3.502 people in 2011).
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G. INTANGIBLE ASSETS - ACQUISITIONS – DEPRECIATION
The capital expenditures and movements of the year for intangible fixed assets is showed in next table:
Thousands EURResearch &development
Concessions,patents and similar
rights
Customer lists andother intangible
commercial assets
Formationexpenses and
loan issueexpenses
Acquisition valueBalance at 1 January 2012 . . . . . . . . . . . . . . . . . . 1.453 4.710 1.183 4.955Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 166 789 20.359Disposals and retirements . . . . . . . . . . . . . . . . . . . . -83Effect of foreign currency exchange differences . . 14 -1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Balance at 31 December 2012 . . . . . . . . . . . . . . . 1.455 4.876 1.971 25.321
Accumulated depreciation and impairment lossesBalance at 1 January 2012 . . . . . . . . . . . . . . . . . . -763 -1.772 -1.183 -966Depreciation expense recorded . . . . . . . . . . . . . . . . -204 -887 -161 -1.214Disposals and retirements . . . . . . . . . . . . . . . . . . . .Effect of foreign currency exchange differences . . -6 1Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . 9 40 -6Tranfer to other assets categories . . . . . . . . . . . . . .
Balance at 31 December 2012 . . . . . . . . . . . . . . . -964 -2.659 -1.303 -2.187
Carrying amountAt 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . 491 2.217 668 23.134
H. TANGIBLE ASSETS - ACQUISITIONS – DEPRECIATION
The capital expenditures and movements of the year for tangible fixed assets is showed in next table:
Thousands EURLand andbuildings
Plant,machinery
andequipment
Cranes &rolling
equipment
Cranesundercapitallease
Otherleasings and
similarrights
Othertangible
fixedassets
Assets underconstructionand advance
payments
Totaltangible
fixed assets
Acquisition valueBalance at 1 January 2012 . . 10.944 41.712 499.953 456.874 43.203 4.540 5.067 1.062.293Additions . . . . . . . . . . . . . . . . . 402 11.220 125.283 18.647 10.636 1.277 12.450 179.915Disposals and retirements . . . . -1.640 -1.242 -25.319 -926 -277 -8.120 -37.524Effect of foreign currency
exchange differences . . . . . . 186 -178 -1.428 2.153 264 10 6 1.013Tranfer to other assets
categories . . . . . . . . . . . . . . . 4.006 -56.692 56.052 -63 -3.308 -5Other movements . . . . . . . . . . . -1 -2.299 -1 1 -2.300
Balance at 31 December2012 . . . . . . . . . . . . . . . . . . . 9.892 55.517 539.498 533.726 53.177 5.486 6.096 1.203.392
Revaluation surplusBalance at 1 January 2012 0 0 2.053 0 0 0 0 2.053Disposals and retirements . . . . -337 -337Effect of foreign currency
exchange differences . . . . . . -33 -33Other movements . . . . . . . . . . . 2.299 2.299
Balance at 31 December2012 . . . . . . . . . . . . . . . . . . . 0 0 3.982 0 0 0 0 3.982
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Thousands EURLand andbuildings
Plant,machinery
andequipment
Cranes &rolling
equipment
Cranesundercapitallease
Otherleasings and
similarrights
Othertangible
fixedassets
Assets underconstructionand advance
payments
Totaltangible
fixedassets
Accumulated depreciation andimpairment losses
Balance at 1 January 2012 . . -2.301 -23.411 -221.692 -96.324 -11.216 -2.858 0 -357.302Depreciation expense
recorded . . . . . . . . . . . . . . . . -393 -6.924 -38.773 -36.314 -4.490 -925 -87.819Written back because
superfluous . . . . . . . . . . . . . . 138 3.883 1.509 5.530Disposals and retirements . . . . 72 347 21.680 7.284 1.127 408 30.918Tranferto other assets
categories . . . . . . . . . . . . . . . -99 -3.609 3.702 12 6Effect of foreign currency
exchange differences . . . . . . -59 48 1.185 -769 -116 -8 281Other movements . . . . . . . . . . . -1 17 -838 2.178 1.356
Balance at 31 December2012 . . . . . . . . . . . . . . . . . . . -2.682 -29.884 -238.164 -118.734 -14.695 -3.371 0 -407.530
Carrying amountAt 31 December 2012 . . . . . . . 7.210 25.633 305.316 414.993 38.482 2.115 6.096 799.844
I. SUBSEQUENT EVENTS:
1) During February 2013, Sarens Malaysia acquired 75% of the Malaysian company JWS.This company will be included in the consolidation of Sarens Bestuur during 2013.
L. RELATED PARTY TRANSACTIONS:
All transactions with related parties performed by the group are made against normal market conditions (atarm length) according to the local economic environments of the parties involved.
Wolvertem, April 30 2013
The Board of directors,
LUDO A. C. SARENSManaging Director
Benny SarensDirector
Hendrik SarensDirector
Marc SarensDirector
FV Managemen MargatesRepresented by: Represented by:Frank Vlayen Cédric Van CauwenbergheDirector Director
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Statutory auditor’s report to the general meeting of Sarens Bestuur NV on theconsolidated financial statements for the year ended 31 December 2012
In accordance with the legal requirements, we report to you on the performance of our mandate of statutoryauditor. This report includes our report on the consolidated accounts for the year ended 31 December 2012, asdefined below, as well as our report on other legal and regulatory requirements.
Report on the consolidated accounts
We have audited the consolidated accounts of Sarens Bestuur NV) (“the company”) and its subsidiaries (jointly“the group”) for the year ended 31 December 2012, prepared in accordance with the financial reportingframework applicable in Belgium These consolidated accounts comprise the consolidated balance sheet as at31 December 2012, the consolidated income statement for the year then ended and notes. The total of theconsolidated balance sheet amounts to EUR 1.096.657.906 and the consolidated income statement shows aconsolidated profit for the year, share of the group, of EUR 2.301.642.
Board of directors’ responsibility for the preparation of the consolidated accounts
The board of directors is responsible for the preparation and fair presentation of these consolidated accounts inaccordance with the financial reporting framework applicable in Belgium, and for such internal control as theboard of directors determines, is necessary to enable the preparation of consolidated accounts that are free frommaterial misstatement, whether due to fraud or error.
Statutory auditor’s responsibility
Our responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted ouraudit in accordance with International Standards on Auditing. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated accounts. The procedures selected depend on the statutory auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated accounts, whether due to fraud or error. Inmaking those risk assessments, the statutory auditor considers internal control relevant to the group’s preparationand fair presentation of the consolidated accounts in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof accounting estimates made by the board of directors, as well as evaluating the overall presentation of theconsolidated accounts. We have obtained from the company’s officials and the board of directors theexplanations and information necessary for performing our audit.
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Sarens Bestuur NVStatutory auditor’s report to the General Meeting of Sarens Bestuur
NV on the consolidated financial statements for the year ended 31December 2012
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ourunqualified opinion.
Unqualified opinion
In our opinion, the consolidated accounts give a true and fair view of the group’s equity and consolidatedfinancial position as at 31 December 2012 and of its consolidated financial performance for the year then endedin accordance with the financial reporting framework applicable in Belgium.
Report on other legal and regulatory requirements
The board of directors is responsible for the preparation and the content of the annual report on the consolidatedaccounts.
In the framework of our mandate our responsibility is, in all material aspects, to verify compliance with certainlegal and regulatory requirements. On this basis, we provide the following additional comment which does notmodify our opinion on the consolidated accounts:
• The annual report on the consolidated accounts includes the information required by law, is consistent, in allmaterial aspects, with the consolidated accounts and does not present any material inconsistencies with theinformation that we became aware of during the performance of our mandate.
Kontich, 7 May 2013
KPMG BedrijfsrevisorenStatutory Auditorrepresented by
Filip De BockBedrijfsrevisor
F-129
Statutory auditor’s report to the general meeting of shareholders of Sarens Bestuur NV onthe consolidated financial statements for the year ended 31 December 2011
In accordance with legal and statutory requirements, we report to you on the performance of our audit mandate.This report includes our opinion on the consolidated financial statements together with the required additionalcomments and information.
Unqualified audit opinion on the consolidated financial statements
We have audited the consolidated financial statements of Sarens Bestuur NV (“The Company”) and itssubsidiaries (jointly “the group”), for the year ended 31 December 2011, prepared in accordance with thefinancial reporting framework applicable in Belgium, which show a balance sheet total of € 949.727.070 and aprofit (group share) for the year of € 3.498.204.
The board of directors of the company is responsible for the preparation of the consolidated financial statements.This responsibility includes: designing, implementing and maintaining internal control relevant to the preparationand fair presentation of consolidated financial statements that are free from material misstatement, whether dueto fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates thatare reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Weconducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, asissued by the “Institut des Réviseurs d’Entreprises / Instituut van de Bedrijfsrevisoren”. Those standards requirethat we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statementsare free from material misstatement.
In accordance with these standards, we have performed procedures to obtain audit evidence about the amountsand disclosures in the consolidated financial statements. The procedures selected depend on our judgment,including the assessment of the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error. In making those risk assessments, we have considered internal control relevant to thecompany’s preparation and fair presentation of the consolidated financial statements in order to design auditprocedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on theeffectiveness of the group’s internal control. We have also evaluated the appropriateness of the accountingpolicies used, the reasonableness of accounting estimates made by the company and the presentation of theconsolidated financial statements, taken as a whole. Finally, we have obtained from management and responsibleofficers of the company the explanations and information necessary for our audit. The financial statements ofseveral entities included in the scope of consolidation which represent total assets of € 375 miljon have beenaudited by other auditors; we based ourselves upon the reports of those other auditors. We believe that the auditevidence we have obtained, together with the reporting of other auditors on which we have relied provides areasonable basis for our opinion.
In our opinion, the consolidated financial statements as of 31 December 2011 give a true and fair view of thecompany’s net equity, financial position and results in accordance with the financial reporting frameworkapplicable in Belgium.
F-130
Statutory auditor’s report to the general meeting of shareholders ofSarens Bestuur NV on the consolidated financial statements for the
year ended 31 December 2011
Additional comments and information
The preparation of the management report and its content, as well as the Company’s compliance with theCompany code and their bylaws are the responsibility of the board of directors.
Our responsibility is to supplement our report with the following additional comments and information, which donot modify our audit opinion on the consolidated financial statements:
• The management report includes the information required by law and is consistent with the consolidatedfinancial statements. We are, however, unable to comment on the description of the principal risks anduncertainties which the company is facing, and on its financial situation, its foreseeable evolution or thesignificant influence of certain facts on its future development. We can nevertheless confirm that the mattersdisclosed do not present any obvious inconsistencies with the information that we became aware of duringthe performance of our mandate.
• As disclosed in the notes to the consolidated financial statements, the accounting policies applied whenpreparing these financial statements have been modified compared to the previous year.
Kontich, 25 May 2012
KPMG Bedrijfsrevisoren - Réviseursd’EntreprisesStatutory auditorrepresented by
Filip De BockRéviseur d’Entreprises / Bedrijfsrevisor
F-131
NAT. Date of deposit Nr. P.9U.
EURD. CONSO 1
ANNUAL ACCOUNTS IN THOUSANDS OF EUROS
NAME OF THE CONSOLIDATING COMPANY (1) (2) :Sarens BestuurLegal form: Public limited companyAddress: Autoweg Nr.: 10 Box:Postal code: 1861 Municipality: WolvertemCountry: BelgiumRegister of Legal persons – commercial court: BrusselsWebsite(3) : www.sarens.com
Company identification number BE 0451.416.125
CONSOLIDATED ACCOUNTS presented to the general meeting of 08/ 06/ 2012
regarding the period from 01 / 01/ 2011 to 31/ 12/ 2011
Preceding period from 01 / 01/ 2010 to 31/ 12/ 2010
The amounts for the preceding period are (1) identical to the ones previously published.
COMPLETE LIST with name, surnames, profession, address (street, number, postal code and municipality) ofDIRECTORS and MANAGERS of the consolidating company and of the AUDITORS that have revised theconsolidated accounts
Ludo Sarens Managing directorPlas 48, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Benny Sarens DirectorRobbroekstraat 13, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Hendrik Sarens DirectorRobbroekstraat 17, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Jan Sarens DirectorPlas 13, 1840 Steenhuffel, Belgium 09/08/2011 - 25/05/2017
Marc Sarens DirectorTerlinden 215, 1785 Merchtem, Belgium 09/08/2011 - 25/05/2017
Included with these consolidated accounts are : - the consolidated annual report- the auditors report on the consolidated annual
accounts
IN CASE THE CONSOLIDATED ACCOUNTS OF A FOREIGN COMPANY ARE SUBMITTED BY ABELGIAN SUBSIDIARY
Name of the Belgian subsidiary which deposits the accounts (article 113, § 2, 4°a of the Company Law)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company identification number of the belgian subsidiary which deposits the accounts
Total number of pages deposited : 60 Number of sections of the standard form not deposited because they serveno useful purpose : 4.4, 4.8.4, 7
Ludo A.C. Sarens Marc SarensManaging Director Director
(1) Strike out what is not applicable.(2) A consortium has to fill in section 4.4.(3) Optional information.
F-132
Nr. BE 0451.416.125 CONSO 1.1
LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)
FV Managment DirectorNr.: BE 0831.614.553 09/08/2011 - 26/05/2017Muizenhoekstraat 33, 2812 Muizen (Mechelen), Belgium
Represented by:
Frank Jozef Paul Vlayen
Margates DirectorNr.: BE 0474.717.505 09/08/2011 - 26/05/2017Molenstraat 51, 9820 Merelbeke, Belgium
Represented by:
Cédric Guillaume Prosper Van Cauwenberghe
KPMG Bedrijfsrevisoren AuditorNr.: B00001 14/12/2011 - 30/05/2014Prins Boudewijnlaan 24d, 2550 Kontich, Belgium
Represented by:
De Bock Filip(Statutory auditor)Prins Boudewijnlaan 24d, 2550 Kontich, BelgiumMembership nr.: A01913
F-133
Nr. BE 0451.416.125 CONSO 2.1
CONSOLIDATED BALANCE SHEET AFTER APPROPRIATION*
Discl. Codes Period Preceding period
ASSETSFIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/28 722.444 621.302Formation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 20 3.989 3.347Intangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8 21 3.628 4.756Positive consolidation differences . . . . . . . . . . . . . . . . . . . . . . . . . 4.12 9920 5.347 8.119Tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9 22/27 706.543 602.310
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 8.642 10.600Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . 23 18.301 13.534Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 280.313 219.527Leasing and similar rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 392.538 333.962Other tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 1.683 1.966Assets under construction and advance payments . . . . . . . . . . 27 5.066 22.721
4.1-Financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4/4.10 28 2.937 2.770
Companies accounted for using the equity method . . . . . . . . . 4.10 9921 783 806Participating interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99211 783 806Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99212
Other enterprises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284/8 2.154 1.964Participating interests and shares . . . . . . . . . . . . . . . . . . . 284 1.650 1.354Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285/8 504 610
CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29/58 227.283 189.565Amounts receivable after more than one year . . . . . . . . . . . . . . . 29 5.370 10.014
Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 291 5.370 10.014Deferred taxes representing assets . . . . . . . . . . . . . . . . . . . . . . 292
Stocks and contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.532 6.718Stocks** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30/36 2.022 2.651
Raw materials and consumables . . . . . . . . . . . . . . . . . . . . 30/31 1.960 1.794Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33Goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . 34 62 857Immovable property intended for sale . . . . . . . . . . . . . . . 35Advance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 3.510 4.067
Amounts receivable within one year . . . . . . . . . . . . . . . . . . . . . . . 40/41 183.477 138.841Trade debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 144.437 107.598Other amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 39.040 31.243
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50/53Own shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51/53
Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54/58 18.847 23.362Deferred charges and accrued income . . . . . . . . . . . . . . . . . . . . . 490/1 14.057 10.630
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20/58 949.727 810.867
* Article 124 of the Royal decree of 30 january 2001 concerning the execution of the Company Law.** Possibility of grouping stocks (cf. article 158, paragraph 1, second part of the Royal decree mentioned above).
F-134
Nr. BE 0451.416.125 CONSO 2.2
Discl. Codes Period Preceding period
EQUITY AND LIABILITIESEQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/15 228.364 173.919
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 55.000 4.982Issued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 80.000 4.982Uncalled capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 25.000
Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Revaluation surpluses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7.627 7.740Consolidated reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 4.11 9910 166.021 162.992Negative consolidation differences . . . . . . . . . . . . . . . . . . . 4.12 9911 2.133 2.133Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9912 -2.417 -3.928Investment grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15MINORITY INTERESTS
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9913 4.893 2.227PROVISIONS AND DEFERRED TAXES . . . . . . . . . . . . . . . . . . 16 77.973 75.842Provisions for liabilities and charges . . . . . . . . . . . . . . . . . 160/5 8.973 6.255
Pensions and similar obligations . . . . . . . . . . . . . . . . . . 160 2.673 2.006Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161Major repairs and maintenance . . . . . . . . . . . . . . . . . . . 162Other liabilities and charges . . . . . . . . . . . . . . . . . . . . . 163/5 6.300 4.249
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 168 69.000 69.587AMOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17/49 638.497 558.879
Amounts payable after more than one year . . . . . . . . . . . 4.13 17 363.513 358.328Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170/4 363.513 358.328
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . 170 50.343 50.000Unsubordinated debentures . . . . . . . . . . . . . . . . . . 171Leasing and other similar obligations . . . . . . . . . . 172 237.503 227.971Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . 173 74.248 79.142Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174 1.419 1.215
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1750Bills of exchange payable . . . . . . . . . . . . . . . . . . . 1751
Advances received on contracts in progress . . . . . . . . . 176Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 178/9
Amounts payable within one year . . . . . . . . . . . . . . . . . . . 4.13 42/48 267.113 186.676Current portion of amounts payable after more than
one year falling due within one year . . . . . . . . . . . . . 42 90.231 84.934Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 51.832 15.484
Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . 430/8 51.832 15.484Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 71.503 51.154Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440/4 71.503 51.154Bills of exchange payable . . . . . . . . . . . . . . . . . . . 441
Advances received on contracts in progress . . . . . . . . . 46 1.705 3.163Taxes, remuneration and social security . . . . . . . . . . . . 45 35.520 24.473
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 450/3 23.204 12.217Remuneration and social security . . . . . . . . . . . . . 454/9 12.316 12.256
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 47/48 16.322 7.468Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . 492/3 7.871 13.875
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10/49 949.727 810.867
F-135
Nr. BE 0451.416.125 CONSO 3
INCOME STATEMENT (breakdown of results by nature)*
Discl. Codes Period Preceding period
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70/74 488.672 431.495Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 70 469.969 383.916Stocks of finished goods and work and contracts in
progress: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 71 -1.867 2.148Own work capitalised . . . . . . . . . . . . . . . . . . . . . . . . . 72 9.511 19.998Other operating income . . . . . . . . . . . . . . . . . . . . . . . . 74 11.059 25.433
Operating charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 60/64 456.783 379.895Raw materials, consumables . . . . . . . . . . . . . . . . . . . . 60 47.992 46.975
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600/8 47.992 47.652Stocks: decrease (increase) . . . . . . . . . . . . . . . . . (+)/(-) 609 -677
Services and other goods . . . . . . . . . . . . . . . . . . . . . . . 61 174.972 145.300Remuneration, social security costs and pensions . . . (+)/(-) 4.14 62 131.906 111.433Depreciation of and other amounts written off
formation expenses, intangible and tangible fixedassets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 630 73.611 67.229
Amounts written off stocks, contracts in progress andtrade debtors: Appropriations (write-backs) . . . . . . (+)/(-) 631/4 15.736 -3.076
Provisions for liabilities and charges: Appropriations(uses and write-backs) . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 635/7 2.436 1.403
Other operating charges . . . . . . . . . . . . . . . . . . . . . . . . 640/8 7.100 7.214Operating charges carried to assets as restructuring
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 649Amounts written off on positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9960 3.030 3.417
Operating profit (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9901 31.889 51.600
Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 24.972 14.682Income from financial fixed assets . . . . . . . . . . . . . . . 750 12Income from current assets . . . . . . . . . . . . . . . . . . . . . 751 555 649Other financial income . . . . . . . . . . . . . . . . . . . . . . . . 752/9 24.405 14.033
Financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 65 45.100 32.437Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 23.645 22.404Amounts written off positive consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9961Amounts written off current assets except stocks,
contracts in progress and trade debtors:appropriations (write-backs) . . . . . . . . . . . . . . . . . . (+)/(-) 651
Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 652/9 21.455 10.033
Gain (loss) on ordinary activities before taxes . . . . . . . . (+)/(-) 9902 11.761 33.845
* The results can be ordered along their destination (applying article 158, paragraph 2 of the Royal decree of 30 january 2001 concerningthe execution of the Company Law.)
F-136
Nr. BE 0451.416.125 CONSO 3
Discl. Codes Period Preceding period
Extraordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 132 235Write-back of depreciation and of amounts written off
intangible and tangible fixed assets . . . . . . . . . . . . . 760Adjustments to amounts written off consolidation
differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9970Write-back of amounts written down financial fixed
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 761Write-back of provisions for extraordinary liabilities
and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762Capital gains on disposal of fixed assets . . . . . . . . . . . 763 132Other extraordinary income . . . . . . . . . . . . . . . . . . . . . 4.14 764/9 235
Extraordinary charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 66 525 324Extraordinary depreciation of and extraordinary
amounts written off formation expenses, intangibleand tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . 660
Extraordinary amounts written on positiveconsoolidation differences . . . . . . . . . . . . . . . . . . . . 9962
Amounts written off financial fixed assets . . . . . . . . . . 661Provisions for extraordinary liabilities and charges:appropriations (uses) . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 662Capital losses on disposal of fixed assets . . . . . . . . . . . 663 525Other extraordinary charges . . . . . . . . . . . . . . . . . . . . . 4.14 664/8 324Extraordinary charges carried to assets as
restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . (-) 669Negative consolidation differences . . . . . . . . . . . . . . . (-) 9963
Gain (loss) for the period before taxes . . . . . . . . . . . . . . . (+)/(-) 9903 11.368 33.756Transfer from deferred taxes and latent taxation
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780 4.880 6.221Transfer to deferred taxes and latent taxation
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 680 4.688 18.380
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 67/77 6.814 2.445Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.14 670/3 6.916 2.504Adjustment of income taxes and write-back of tax
provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 102 59Gain (loss) of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9904 4.746 19.152
Share in the result of the companies accounted forusing the equity method . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9975 -3 21
Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99751 -3 21Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99651
Consolidated result . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9976 4.743 19.173Share of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99761 1.245 2.363Share of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99762 3.498 16.811
F-137
Nr. BE 0451.416.125 CONSO 4.1
EXPLANATORY DISCLOSURES
LIST OF THE CONSOLIDATED SUBSIDIARY COMPANIES AND COMPANIES INCLUDED USINGTHE EQUITY METHOD
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens NVBE 0400.747.580Public limited companyAutoweg 10, 1861 Wolvertem, Belgium F 100,0 0,0
Sarens BE NVBE 0404.032.219Public limited companyOudemanstraat 17, 1840 Londerzeel, Belgium F 100,0 0,0
Sarbra 1750 NVBE 0451.778.587Public limited companyJacobsveldweg 8, 2160 Wommelgem, Belgium P 50,0 0,0
Sarkran NVBE 0414.726.468Public limited companyBrouwerijstraat 10, 1840 Steenhuffel, Belgium F 100,0 0,0
EOLE Overseas NVGrand Route 71, 7640 Maubray, Belgium P 50,0 0,0
Nebem BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands P 50,0 0,0
Sarens Betonmontage BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Nederland BVPieter Hoebeeweg, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Steel Erectors BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Wind BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Van Geest Betontechniek BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Ververmeer Materieel BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Management Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens Materieel BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Holding Sarens Nederland BVPieter Hoebeeweg 99, 3316 BT Dordrecht, Netherlands F 100,0 0,0
Sarens France SASAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Normandie SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
F-138
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens Sud SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens Nord Quest SASAvenue De La Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Eurolevage SARLAvenue de la Gironde 54, 59640 Dunkerque, France F 100,0 0,0
Sarens France Branche Nouvelle-CalédonieRue Jules Garnier 10, 4213 Noumea, New Caledonia F 100,0 0,0
G.E. Curtis LtdRiverside Park Road Booth House, TS2 1UTMiddlesbrough, United Kingdom F 100,0 0,0
Sarens UK LtdRiverside Park Road Booth House, TS2 1UTMiddlesbrough, United Kingdom F 100,0 0,0
Sarens Construction LtdRiverside Park Road, TS2 1UT Middlesbrough,United Kingdom F 100,0 0,0
Sarens GmbhGereonstrasse 34-36, 50670 Köln, Germany F 100,0 0,0
WS Vermietung GmbHPfarrberg 55442 24, , Germany P 50,0 50,0
Sarens Cranes LtdIE9663132UCo Laois, Rath Durrow, Ireland F 100,0 0,0
Sarens Italia SRLVia Berlinguer 5, 42049 Sant’Ilario d’Enza, Italy F 100,0 0,0
Sarens Kranservice ASOmagata 115 box B, 6517 Kristiansund, Norway F 75,0 0,0
Sarens ASFinstadgarden 733, 7651 Verdal, Norway F 100,0 0,0
Sarens Polska SpzooUl. Inzynierska 28, 96-502 Sochaczew, Poland F 80,0 0,0
Zuraw Gdansk Spzooul. SUCHA, nr 31, lok., 80-531 GDÁNSK, Poland F 100,0 1,6
Zuraw Sarens Spzooul. SUCHA, nr 31, lok., 80-531 GDÁNSK, Poland F 100,0 0,62
Alvian Most sroArial De Chemopetrol DS 18, 436 70 Litvinov, CzechRepublic E1 25,0 0,0
Sarens Gmbh Atyrau Branch LtdKantseva str, b.7, Business house, office 8, Atyrau,Kazakhstan F 100,0 0,0
Sarens NV - Ogranak (Branch)
≈IVOJINA LUKI?A VAJARA 58A, , Serbia F 100,0 100,0
F-139
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens Transport and Heavy Lift DOO
Zivojina Lukica Vajara 58 A, 5001 Belgrade, Serbia F 100,0 100,0
Sarens Russia LLCEmbankment Tower 18 KrasnopresenskayaNaberezhnaya, office 508 Moscow, Russian Federation F 100,0 0,0
UAB Sarens BalticumPlytu g. 20LT-11301, , Lithuania F 100,0 100,0
Sarens Nass Middle East W.L.L.Road 4308, Block 343, Building 453, Mina SalmanIndustrial Zone, Bahrain P 50,0 0,0
Sarens N. Middle East Holding LtdPO Box 1188, PO Box 669 Manama, Bahrain F 100,0 0,0
Epequip SPCTrust Tower, Building 125, Road 1702, Block 317,P.O. Box 2215 Manama, Bahrain F 100,0 0,0
Sarens Qatar LLCAl Fardan Office Tower 8th-9th Floorbox 31316, , Qatar F 49,0 0,0
Sarens Thailand Co Ltd448/13 Moo Theprrasit Road, Nongprue, Banglam,20260 Chonburi, Thailand F 100,0 0,0
Sarens Asia (ROH) Ltd.12,THEPRRASIT RoadNONGPRUE 448/13-14 MOO, T20260 CHONBURI,Thailand F 100,0 0,0
Sarens Korea BrancheRM 3402, Lotte Castle President Officetel,467 Gongdeok-dong, Mapo-gu, 121-805 Seoul, Republicof Korea F 100,0 0,0
Sarens Korea LtdRM 3402, Lotte Castle President Officetel,467 Gongdeok-dong, Mapo-gu, 121-805 Seoul, Korea(Dem. People’s Rep.) F 100,0 0,0
Sarens Heavy Lift India Private LimitedF 90/25 Okhla Industrial Area, Phase 1, 110020New Delhi, India F 100,0 0,0
Sarens (Malaysia) SDN BHDSuite 13.03, 13th Floor, Menara Tan & Tan, 207 JalanTun Razak, 50400 Kuala Lumpur, Malaysia F 100,0 0,0
Sarens Vietnam Co Ltd6th Floor, Miss Ao Dai Building, 21 Nguyen TrungNgan, Disctrict 1, HCMC, 70000 Ho Chi Minh City,Viet Nam F 100,0 0,0
Sarens Japan Branche2-22-15, Shiba,Minato-ku,, Tokyo, Japan F 100,0 0,0
F-140
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens North America Holding Inc160 Greentree Drive, Suite 101, Dover (county of Kent),Delaware, United States F 100,0 0,0
Rigging International, Corp.Marina Village Parkway 1210, CA94501 Alameda,United States F 100,0 0,0
Servicios Corporativos Latino-americanos SA de CVCalle Lago Margarita NO. 5331 INT. 301, Granada,11520 Miguel Hidalgo, Mexico F 100,0 0,0
SRNS Latinoamérica SA de CVCalle Lago Margarita NO. 5331 INT. 301, Granada,11520 Miguel Hidalgo, Mexico F 100,0 0,0
Sarens de Venezuela C.A.Av 24-Calle JE Losada casa 15-21, La villa del Rosario(Estado Zulia), Reimca - Punto Fijo (Est.Falcon),Venezuela F 100,0 0,0
SARENS BRASIL LOCAÇÃO DE EQUIPAMENTOSPARA CONSTRUÇÃO LTDA.Av. Dom Luis 500, Sala 1905, 60160-230 Fortaleza,Belgium F 100,0 0,0
Sarens Heavy Lift Canada800 - 650 West Georgia Street, BC V6B 4N8 Vancouver,Canada F 100,0 0,0
Canada Crane Service5th Street Nisku 1901, , Canada F 90,0 90,0
Sarens de Colombia S.A.S.Calle 11 B, 53 Medellin 41, Antioquia, Colombia F 100,0 0,0
Sarens Algérie SARLGare Routiere du Caroubier, Bureau B 38 et B, HusseinDey Alger, Algeria F 60,0 0,0
Sarens SA PE SarlCoopérative ES Salam, Lôt N° 6, Ain Naâdja, Gué deConstantine, 16331 ALGER, Algeria F 100,0 0,0
Sarens South Africa (PTY) Ltd2 Chris Street, Alrode, Alberton 1449, TS177BLCleveland, South Africa F 100,0 0,0
Sarens MarocRue Sebta, Résidence Rami quartier des Hôpitaux 7,20100 Cassablanca, Morocco F 100,0 0,0
Sarens Tunisie sarlSDC100619QZone Portuaire de Radés2040, 2040 Tunis, Belgium F 70,0 0,0
Sarens Heavy Lift Namibia (Pty Ltd)Orban Street, Klein Windhoek 24 box 30, Windhoek,Namibia F 100,0 0,0
F-141
Nr. BE 0451.416.125 CONSO 4.1
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
The equity method(I/E/V1/V2/V3/V4) 1 2
Proportion of capitalheld (in %) 3
Change of percentageof capital held (ascompared to the
previous period) 4
Sarens MauritiusAXIS Fiduciary Ltd, 3rd Floor, Unicorn Centre, 18Nbox Frere Felix de Valois Street, Port Louis, Mauritius F 100,0 0,0
Sarens (Australia) Pty LtdUnit 5, 633 Logan Road, QLD 4120 Greenslopes,Australia F 100,0 0,0
Perth Crane Hire Pty LtdHyne Road 72, WA 6055 South Guilford, Australia F* 80,0 30,0
1 F. Full consolidationP. Proportional consolidation (in the first column disclose data proving joint control).E1. Equity method used in an associated company (article 134, 1st al., 3° of the Royal Decree of 30 January 2001 in implementation of
Company Law).E2. Equity method used in a subsidiary company over which the consolidating company has a de facto control of which the inclusion in
the consolidated accounts would be incompatible with the principle of a true and fair view (article 108, § 1 of the aforementionedRoyal Decree).
E3. Equity method used in a subsidiary company which is in liquidation, which has decided to cease activities or which can no longer beconsidered as carrying on the business (article 109 and 110 of the aforementioned Royal Decree).
E4. Equity method used in a joint subsidiary company where its activities cannot be closely integrated into the activities of theenterprise having the joint control (article 134, second al. of the aforementioned Royal Decree).
2 If a change in the percentage of the proportion of capital held entails a change in the accounting method for the inclusion in theconsolidated accounts, the new method will be followed by an asterisk.
3 Proportion of the capital of those enterprises being held by the enterprises included in the consolidated accounts and persons acting intheir own names but on on these enterprises.
4 If the composition of the consolidated aggregate is characterised by a significant change of this percentage during this period, additionalinformation is provided in statement V (article 112 of the aforementioned Royal Decree).
F-142
Nr. BE 0451.416.125 CONSO 4.2
LIST OF SUBSIDIARY COMPANIES EXCLUSIVELY OR JOINTLY CONTROLLED NOTINCLUDED (PURSUANT TO ARTICLE 107 OF THE ROYAL DECREE OF 30 JANUARY 2001 INIMPLEMENTATION OF COMPANY LAW) AND ASSOCIATED ENTERPRISES ACCOUNTED FORUSING THE EQUITY METHOD (IN IMPLEMENTATI
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
Reason for exclusion(A, B, C, D or E) 1
Proportion of capitalheld (in %) 2
Change of percentageof capital held (ascompared to the
previous period) 3
Sarens Tunglyft ABc/o Juristernas Företagskonsult AB, Box 38137, 104 62
Stockholm, Sweden A 100,0 0,0
Sarens Gulf Heavy Lift LLCPO Box 686, Postal Code 112, Ruwi, Oman A 70,0 0,0
Sarens - Abu Dhabi BrancheMussafah, M 40, Wintech Building, Abu Dhabi,
United Arab Emirates A 100,0 0,0
Sarens Gulf Equipments Trading LLCMussafah, Wintech Building M 40, Abu Dhabi,
United Arab Emirates A 49,0 0,0
Sarens Saudi Arabia Ltdbox 69671, , Saudi Arabia A 100,0 100,0
Sarens for General Trading and Contracting WLLBab Al-Agha, Alley No. 27, Al-Rassafa 619/1, , Iraq A 100,0 100,0
Norsar LLC4116 34th Avenue NE, WA98205 Everett, United States C 50,0 0,0
NS Properties4116 34th Avenue NE, WA98205 Everett, United States C 50,0 0,0
Norsar Heavy Rigging Ltd33832 South Fraser Way, Abbotsford 201, V2S 2C5
British Columbia, Canada C 50,0 0,0
Sarens Argentina SAIng. Enrique Butty 275, Piso 11, C1001 AFA Buenos
Aires, Argentina A 100,0 0,0
SarensEcuador SARobles E4-136, Edificio Proinco Calisto, Piso 12, PO
Box 17-03-176, Quito, Ecuador A 100,0 0,0
Sarens Botswana (Pty) LtdUnit 2 The Court Yard, Plot 54513 Village, PO Box
46271, Gaborone, Botswana A 100,0 0,0
Sarens Tanzania Ltd9th Floor, PPF Tower Garden Avenue/ Ohio Street,
P.O. Box 4369, Dar Es Salaam, Tanzania A 100,0 0,0
Sarens Mozambique LDADistrito Urbano 1, Av. Do Zimbabwe 385, Maputo,
Mozambique A 100,0 0,0
Sarens Cranes Services Nigeria LtdSt Nicholas House (10th & 13th floors), Catholic
Mission Street,, Lagos, Nigeria A 99,99 4,99
F-143
Nr. BE 0451.416.125 CONSO 4.2
NAME, full address of the REGISTERED OFFICE and for anenterprise governed by Belgian law, the COMPANYIDENTIFICATION NUMBER
Reason for exclusion(A, B, C, D or E) 1
Proportion of capitalheld (in %) 2
Change of percentageof capital held (ascompared to the
previous period) 3
Sarens Zambia LtdStand 3065A, Suite B, Fairview, Great East Road,
PO Box 38371, Lusaka, Zambia A 100,0 0,0
Sarens KM LimitedPrivate company with limited liability
UL Nahimova 4 box 236010, , Russian Federation A 0,0 0,0
Sarens SZRPrivate company with limited liability
UL Nahimova 4, , Russian Federation A 100,0 100,0
Sarens Ukraine LLCPrivate company with limited liability
Kliminka Street office 1 12A, , Russian Federation A 85,0 85,0
Sarens Buildwell Nigeria LtdBlock O, Plot 4 Gateway City, Industrial Area,, , A 50,0 50,0
1 Reason for exclusion:A. Subsidiary company of minor importance.B. Serious long-term restrictions that substantially hinder the effective exercising of the power of control over the subsidiary company
by the latter of or the use of its assets.C. Information necessary for inclusion in the consolidated accounts cannot be obtained without disproportionate expense or undue
delay.D. Shares in the subsidiary company are held exclusively with a view of subsequent resale.E. Associated company whose inclusion is not material for the purpose of providing a true and fair view.In case of mandatory or facultative exclusion in the consolidation scope detailed information shall be provided in statement V.
2 Proportion of capital of those enterprises being held by both enterprises included in the consolidated accounts and persons acting in theirown names but on behalf of these enterprises.
3 If the composition of the consolidated aggregate is characterized by an significant change of this percentage during this period, additionalinformation are provided in statement V (artivle 112 of the aforementioned Royal Decree).
F-144
Nr. BE 0451.416.125 CONSO 4.3
COMPANIES OTHER THAN SUBSIDIARY COMPANIES AND ASSOCIATED COMPANIES
Listed bellow are the enterprises not referred in sections 4.1 and 4.2 of the disclosures, in which the enterprisesincluded in the consolidation and the enterprises excluded from the consolidation (on the basis of the article 107and 108 of the Royal Decree of the 30 january 2001 in application of the Company Law), either directly, eitherthrough a person acting in his own name, but acting on behalf of the above enterprise, detained at least 10 % ofthe capital. This information may be omited if taking into consideration the principle of true and fair view.
2
NAME, full address of the REGISTERED OFFICE and foran enterprise governed by Belgian law, the COMPANY
IDENTIFICATION NUMBER
Proportionof capital
held 1
Equity Net result
(+) or (-)(in thousands of currency)
0,0 EUR 0 0
12
F-145
Nr. BE 0451.416.125 CONSO 4.5
CONSOLIDATION CRITERIA AND CHANGES IN THE CONSOLIDATION SCOPE
Information and criteria governing the application of full consolidation, proportional consolidation and the equitymethod as well as those cases in which these criteria are departed from, and justification for such departures(Pursuant to Article 165, I. of the Royal Decree of 3 january 2001 in implementation of Company Law).
By decision of the Board positive unrealized exchange gains have been taken into the Profit & Loss Account foran amount of EUR 11,391,207. To compare figures with previous year, you have to increase the financial resultin 2010 with EUR 8,424,082 and to decrease the deferred income for the same amount.The amount of EUR11,391,207 in 2011 has to be decreased with EUR 8,424,082 against equity.
Information which makes a comparaison meaningfull with the consolidated annual accounts of the previousfinancial period in case the composition of the consolidation aggregate in the course of the current financialperiod has changed significantly (Pursuant to Article 112 of aforementioned Royal Decree).
F-146
Nr. BE 0451.416.125 CONSO 4.6
SUMMARY OF VALUATION RULES AND METHODS OF CALCULATING OF DEFERRED TAXES
Specification of the criteria for valuation of the various items in the consolidated financial statements, inparticular:
- the application and ajustments of depreciation, amounts written down and provisions for liabilities and charges,and revaluations (pursuant to Article 165, VI.a. of the Royal Decree of 30 january 2001 january 2001inimplementation of the Company Law).
- the bases of translation applied to express in the consolidated accounts items which are, or originally were,expressed in a currency other than the currency in which the consolidated accounts are stated, and the translationin the conslidated accounts of the accounting statements of subsidiaries and associated enterprises governed byforeign law (pursuant to Article 165, VI.b. of the aforementioned Royal Decree).
The valuation rules are determined according to the specifications of Chapter III, Title II of the Royal Decree ofthe 30th of January 2001 with respect to the consolidated accounts of trading companies.
The consolidated companies themselves make the necessary adjustments in order to align the local accounts withthe group valuation rules and the Belgian general accepted accounting principles.
The following adjustments are mainly recorded in the consolidated companies: recalculation of the depreciationsover the expected economic lives of the assets, adjustments to capitalize the local offbalance leasing agreementsand the adjustments to include the local off-balance social liabilities.
Specific valuation rules with respect to the consolidated accounts:
In order to comply with the specifications of article 128 of above mentioned decree, the depreciation rules havebeen defined as follows:
Category Duration Residual valueStraight
line /Degr.
Industrial buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 0% LBarges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 years 20% LOffice Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 years 0% LPlant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 0% LFurniture 10 years 0% LVehicles- Mobile cranes up to 200 ton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 years 10% L- Mobile cranes over 200 ton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 years 15% L- Crawler and strutboom cranes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 years 20% L- Hydraulic trailers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 years 20% L- Other transport equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5% LLeasing and other similar rights According to category other tangible
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 0% L
Additional charges are depreciated in accordance with the assets they relate to.
Positive consolidation differences are amortized at a rate of 20%
Until 2008 the sales of tangible fixed assets within the Group were not eliminated because these salestransactions took place at normal market conditions. The capital gain that resulted from these transactions waseliminated from the result of the year and reported as a revaluation surplus (among shareholder’s equity). Thiscapital gain was taxed in the statutory accounts of the subsidiaries involved, therefore no deferred tax assets wasaccounted for.
Once the fixed asset is sold outside the group, this capital gain is recognized in the P&L. As from 2009 all plusand less values incurred on the sale of tangible fixed assets inside the group are derecognized from the P&L
F-147
Nr. BE 0451.416.125 CONSO 4.6
The balance sheet items of foreign subsidiaries (outside the EUR-zone) are revaluated at closing rate at closingdate. The income statement is revaluated at average rate at closing date.
All transactions in these consolidated accounts relate to the accounting year starting on the 1st of January 2011and ending on the 31st of December 2011
The following exchange rates have been applied to issue the consolidated accounts December 2011:
2010December
2011December
EUR Average RateClosing Rate
USD Average Rate 1,3255 1,392Closing Rate 1,3362 1,2939
KRW Average Rate 1531,4504 1541,2341Closing Rate 1499,06 1498,69
AUD Average Rate 1,4418 1,3484Closing Rate 1,3136 1,2723
GBP Average Rate 0,8578 0,8679Closing Rate 0,8608 0,8353
DZD Average Rate 100,1441 101,631Closing Rate 100,515 98,2554
CFP Average Rate 119,332 119,332Closing Rate 119,332 119,332
PLN Average Rate 3,9946 4,1206Closing Rate 3,975 4,458
NOK Average Rate 8,0035 7,7934Closing Rate 7,8 7,754
ZAR Average Rate 9,6952 10,097Closing Rate 8,8625 10,483
CZK Average Rate 25,281 24,5898Closing Rate 25,061 25,787
THB Average Rate 41,9983 42,4288Closing Rate 40,17 40,991
MXN Average Rate 16,7318 17,2877Closing Rate 16,5475 18,0512
CAD Average Rate 1,3646 1,3761Closing Rate 1,3322 1,3215
VEB Average Rate 5,6863735 5,9827Closing Rate 5,69856 5,5633
BHD Average Rate 0,5034 0,525Closing Rate 0,5018 0,4882
KZT Average Rate 198,4657 204,197Closing Rate 198,265 191,515
BRL Average Rate 2,3303 2,3265Closing Rate 2,2177 2,4159
INR Average Rate 60,5725 64,8859Closing Rate 59,758 68,713
RUB Average Rate 40,2552 40,8846Closing Rate 40,82 41,765
MAD Average Rate 11,2542 11,2588Closing Rate 11,2412 11,1222
COP Average Rate 2551,2762 2,57Closing Rate 2656,04 2,51
MYR Average Rate 4,2649 4,2558Closing Rate 4,095 4,1055
TND Average Rate 1,9147 1,9578Closing Rate 1,9304 1,9422
F-148
Nr. BE 0451.416.125 CONSO 4.6
2010December
2011December
VND Average Rate 25,66716 28,7194Closing Rate 25,9705 27,2344
SEK Average Rate 9,5349 9,0298Closing Rate 8,9655 8,912
JPY Average Rate 116,2021 110,9586Closing Rate 108,65 100,2
NGN Average Rate 202,8914 216,949Closing Rate 203,225 209,51
NAD Average Rate 10,0488 10,0904Closing Rate 8,933 10,5635
QAR Average Rate 5,0707Closing Rate 4,7161
RSD Average Rate 101,994Closing Rate 105,509
MUR Average Rate 39,9874Closing Rate 37,9926
OMR Average Rate 0,5362Closing Rate 0,4986
AED Average Rate 5,1151Closing Rate 4,7563
LTL Average Rate 3,4528Closing Rate 3,4528
SAR Average Rate 5,2228Closing Rate 4,8563
IQD Average Rate 1,6306Closing Rate 1,5145
Codes Period
Future taxation and deferred taxesAnalysis of Heading 168 of the liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (168) 69.000
Future taxation (Pursuant to article 76 of the Royal Decree of 30 january 2001 inimplementation of Company Law) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1681
Deferred taxes (Pursuant to article 129 of aforementioned Royal Decree) . . . . . . . . . . . 1682 69.000
Detailed explanation on the methods applied in determining deferred taxes (deferral method, liability method, ...)
The calculation of the deferred taxes is based on the liability tax allocation method. This is the method ofcomputing deferred taxes based on the estimated tax rates of the subsidiaries to be in effect when the temporarydifference reverses itself.
The tax rate is adjusted for rate changes.
F-149
Nr. BE 0451.416.125 CONSO 4.7
STATEMENT OF FORMATION EXPENSES
Codes PeriodPreceding
period
Net book value at the end of the period . . . . . . . . . . . . . . . . . . . . 20P xxxxxxxxxxxxxxx 3.347Movements during the period
New expenses incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8002 1.236Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8003 591Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 9980 -3Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8004
Net book value at the end of the period . . . . . . . . . . . . . . . . . . . . (20) 3.989Of which
Formation or capital increase expenses, loan issue expensesand other formation expenses . . . . . . . . . . . . . . . . . . . . . . . 200/2 3.989
Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204
F-150
Nr. BE 0451.416.125 CONSO 4.8.1
STATEMENT OF INTANGIBLE FIXED ASSETS
Codes PeriodPreceding
period
RESEARCH AND DEVELOPMENT COSTS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8051P xxxxxxxxxxxxxxx 952
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . 8021Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8031Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8041 470Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99811 31Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99821
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8051 1.453
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121P xxxxxxxxxxxxxxx 187
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8071 193Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8081Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8091Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8101Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8111 378Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99831 6Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99841
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8121 764
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . 210 689
F-151
Nr. BE 0451.416.125 CONSO 4.8.2
Codes PeriodPreceding
period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND
SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8052P xxxxxxxxxxxxxxx 4.968
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . 8022 75Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8032 153Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8042Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99812 -3Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99822 -178
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8052 4.709
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122P xxxxxxxxxxxxxxx 1.012
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8072 897Written back because superfluous . . . . . . . . . . . . . . . . . . . . . . 8082Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8092Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8102 96Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8112Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99832Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99842 -42
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8122 1.771
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . 211 2.938
F-152
Nr. BE 0451.416.125 CONSO 4.8.3
Codes PeriodPreceding
period
GOODWILL
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8053P xxxxxxxxxxxxxxx 1.532
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . 8023 24Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8033Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8043 -368Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99813 -5Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99823
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8053 1.183
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123P xxxxxxxxxxxxxxx 1.497
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8073 -18Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8083Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8093Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8103Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8113 -287Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99833 -9Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99843
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8123 1.183
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . 212
F-153
Nr. BE 0451.416.125 CONSO 4.9.1
STATEMENT OF TANGIBLE FIXED ASSETS
Codes PeriodPreceding
period
LAND AND BUILDINGS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8191P xxxxxxxxxxxxxxx 11.765
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . . . . .Acquisitions, including produced fixed assets . . . . . . . . . . . . 8161 636Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8171 1.003Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8181Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99851 -427Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99861 -27
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8191 10.944
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8251P xxxxxxxxxxxxxxx 900
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8211Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8221Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8231Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8241Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99871Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99881 -900
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8251
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321P xxxxxxxxxxxxxxx 2.064
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8271 419Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8281Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8291Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8301 96Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8311 -31Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99891 -54Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99901
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8321 2.302
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . (22) 8.642
F-154
Nr. BE 0451.416.125 CONSO 4.9.2
Codes PeriodPreceding
period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8192P xxxxxxxxxxxxxxx 32.258
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . . . . .Acquisitions, including produced fixed assets . . . . . . . . . . . . 8162 10.045Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8172 691Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8182 7Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99852 93Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99862
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8192 41.712
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8252P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8212Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8222Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8232Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8242Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99872Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99882
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8252
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322P xxxxxxxxxxxxxxx 18.724
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8272 5.046Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8282 251Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8292Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8302 182Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8312 8Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99892 66Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99902
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8322 23.411
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . (23) 18.301
F-155
Nr. BE 0451.416.125 CONSO 4.9.3
Codes PeriodPreceding
period
FURNITURE AND VEHICLES
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8193P xxxxxxxxxxxxxxx 403.080
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . 8163 87.484Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8173 782Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8183 12.755Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99853 -968Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99863 -1.616
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8193 499.953
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8253P xxxxxxxxxxxxxxx 2.232
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8213Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8223Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8233 16Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8243 -97Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99873 -67Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99883
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8253 2.052
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323P xxxxxxxxxxxxxxx 185.785
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8273 40.332Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8283 -253Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8293 29Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8303 3.062Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8313 -4.066Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99893 -56Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99903 2.477
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8323 221.692
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . (24) 280.313
F-156
Nr. BE 0451.416.125 CONSO 4.9.4
Codes PeriodPreceding
period
LEASING AND SIMILAR RIGHTS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . 8194P xxxxxxxxxxxxxxx 425.785
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . 8164 62.697Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8174 134Transfers from one heading to another . . . . . . . . . . . . . . . . . (+)/(-) 8184 14.967Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99854 -3.276Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99864 38
Acquisition value at the end of the period . . . . . . . . . . . . . . . . 8194 500.077
Revaluation surpluses at the end of the period . . . . . . . . . . . . 8254P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8214Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . 8224Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8234Transferred from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8244Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99874Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99884
Revaluation surpluses at the end of the period . . . . . . . . . . . . 8254
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324P xxxxxxxxxxxxxxx 91.823
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8274 25.470Written back because superfluous . . . . . . . . . . . . . . . . . . . . 8284Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . 8294Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8304 10.031Transferred from one heading to another . . . . . . . . . . . . . . . (+)/(-) 8314 2.932Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99894 -992Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99904 -1.663
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8324 107.539
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . (25) 392.538OF WHICH
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 3.807Plant, machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . 251 202Furniture and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252 388.529
F-157
Nr. BE 0451.416.125 CONSO 4.9.5
Codes PeriodPreceding
period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8195P xxxxxxxxxxxxxxx 4.097
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . 8165 558Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8175 75Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8185Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99855 -40Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99865
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . 8195 4.540
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8255P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8215Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8225Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8235Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8245Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99875Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99885
Revaluation surpluses at the end of the period . . . . . . . . . . . . . 8255
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325P xxxxxxxxxxxxxxx 2.131
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8275 681Written back because superfluous . . . . . . . . . . . . . . . . . . . . . 8285 2Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8295 103Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8305 26Transferred from one heading to another . . . . . . . . . . . . . . . . (+)/(-) 8315Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99895 -29Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99905
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8325 2.858
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . (26) 1.682
F-158
Nr. BE 0451.416.125 CONSO 4.9.6
Codes PeriodPreceding
period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . . 8196P xxxxxxxxxxxxxxx 22.720
Movements during the periodAcquisitions, including produced fixed assets . . . . . . . . . . . . . . 8166 11.333Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8176Transfers from one heading to another . . . . . . . . . . . . . . . . . . . (+)/(-) 8186 -29.014Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99856 27Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99866
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . . 8196 5.066
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . . 8256P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8216Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . . 8226Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8236Transferred from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8246Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99876Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99886
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . . 8256
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8276Written back because superfluous . . . . . . . . . . . . . . . . . . . . . . . 8286Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . . 8296Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8306Transferred from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8316Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99896Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99906
Depreciations and amounts written down at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8326
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . .(27) 5.066
F-159
Nr. BE 0451.416.125 CONSO 4.10.1
STATEMENT OF FINANCIAL FIXED ASSETS
Codes PeriodPreceding
period
COMPANIES USING THE EQUITY METHOD - PARTICIPATIONS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8391P xxxxxxxxxxxxxxx 605
Movements during the periodAcquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8361Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8371Transfers from one heading to another . . . . . . . . . . . . . . . . . . (+)/(-) 8381Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99911
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8391 605
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . 8451P xxxxxxxxxxxxxxx 47
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8411 -19Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8421Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8431Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99921Transferred from one heading to another . . . . . . . . . . . . . . . . . (+)/(-) 8441
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . 8451 28
Amounts written down at the end of the period . . . . . . . . . . . . . 8521P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8471Reversals because superfluous . . . . . . . . . . . . . . . . . . . . . . . . . 8481Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . 8491Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8501Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99931Transferred from one heading to another . . . . . . . . . . . . . . . . . (+)/(-) 8511
Amounts written down at the end of the period . . . . . . . . . . . . . 8521
Uncalled amounts at the end of the period . . . . . . . . . . . . . . . . . 8551P xxxxxxxxxxxxxxx
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8541Uncalled amounts at the end of the period . . . . . . . . . . . . . . . . . 8551
Movements in the capital and reserves of the enterprisesaccounted for using the equity method at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941P xxxxxxxxxxxxxxx 153
Movements during the periodShare in the result for the financial period . . . . . . . . . . . . . . . . (+)/(-) 999411 -3Elimination of dividends regarding those participating
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 999421Other movements in the capital and reserves . . . . . . . . . . . . . (+)/(-) 999431
Movements in the capital and reserves of the enterprisesaccounted for using the equity method at the end of theperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99941 150
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . (99211) 783
F-160
Nr. BE 0451.416.125 CONSO 4.10.1
Codes PeriodPreceding
period
AFFILIATED ENTITIES - AMOUNTS RECEIVABLE
Net book value at the end of the period . . . . . . . . . . . . . . . . . . . . 99212P xxxxxxxxxxxxxxx
Movements during the periodAdditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8581Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8591Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8601Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8611Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99951Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8631
Net book value at the end of the period . . . . . . . . . . . . . . . . . . . . (99212)ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . 8651
F-161
Nr. BE 0451.416.125 CONSO 4.10.2
Codes PeriodPreceding
period
OTHER ENTERPRISES - PARTICIPATING INTERESTS
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8392P xxxxxxxxxxxxxxx 2.314
Movements during the periodAcquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8362 276Sales and disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8372Transfers from one heading to another . . . . . . . . . . . . . . . . . . . (+)/(-) 8382Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99912 19
Acquisition value at the end of the period . . . . . . . . . . . . . . . . . . 8392 2.609
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . 8452P xxxxxxxxxxxxxxx
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8412Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . . 8422Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99922Transferred from one heading to another . . . . . . . . . . . . . . . . . (+)/(-) 8442
Revaluation surpluses at the end of the period . . . . . . . . . . . . . . 8452
Amounts written down at the end of the period . . . . . . . . . . . . . . 8522P xxxxxxxxxxxxxxx 959
Movements during the periodRecorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8472Reversals because superfluous . . . . . . . . . . . . . . . . . . . . . . . . . 8482Acquisitions from third parties . . . . . . . . . . . . . . . . . . . . . . . . . 8492Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8502Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99932Transferred from one heading to another . . . . . . . . . . . . . . . . . (+)/(-) 8512
Amounts written down at the end of the period . . . . . . . . . . . . . . 8522 959
Uncalled amounts at the end of the period . . . . . . . . . . . . . . . . . . 8552P xxxxxxxxxxxxxxx
Movements during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8542Uncalled amounts at the end of the period . . . . . . . . . . . . . . . . . . 8552NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . (284) 1.650OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . 285/8P xxxxxxxxxxxxxxx 609
Movements during the periodAdditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8582Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8592Amounts written down . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8602Amounts written back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8612Translation differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99952Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 8632 -105
NET BOOK VALUE AT THE END OF THE PERIOD . . . . . . . . . . . . . . (285/8) 504ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS
RECEIVABLE AT END OF THE PERIOD . . . . . . . . . . . . . . . . . . . . . 8652
F-162
Nr. BE 0451.416.125 CONSO 4.11
STATEMENT OF CONSOLIDATED RESERVES
Codes PeriodPreceding
period
Consolidated reserves at the end of the period . . . . . . . . . . . . . . . . . (+)/(-) 9910P xxxxxxxxxxxxxxx 162.992
Movements during the periodShares of the group in consolidated income . . . . . . . . . . . . . . . . . . (+)/(-) 99002 3.498Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99003 -469(breakdown of the meaningfull amounts not approportioned to the
share of the group in the consolidated result) . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated reserves at the end of the period . . . . . . . . . . . . . . . . . (+)/(-) (9910) 166.021
F-163
Nr. BE 0451.416.125 CONSO 4.12
STATEMENT OF CONSOLIDATION DIFFERENCES AND DIFFERENCES RÉSULTING FROM THEAPPLICATION OF THE EQUITY METHOD
Codes Period Preceding period
CONSOLIDATION - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . 99201P xxxxxxxxxxxxxxx 8.120
Movements during the periodArising from an increase of the percentage held . . . . . (+)/(-) 99021 314Arising from a decrease of the percentage held . . . . . . (+)/(-) 99031Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99041 -3.086Differences transferred to the income statement . . . . . (+)/(-) 99051Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99061
Net book value at the end of the period . . . . . . . . . . . . . . 99201 5.348CONSOLIDATION - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . 99111P xxxxxxxxxxxxxxx 1.940
Movements during the periodArising from an increase of the percentage held . . . . . (+)/(-) 99022Arising from a decrease of the percentage held . . . . . . (+)/(-) 99032Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99042Differences transferred to the income statement . . . . . (+)/(-) 99052Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99062
Net book value at the end of the period . . . . . . . . . . . . . . 99111 1.940EQUITY METHOD - POSITIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . 99202P xxxxxxxxxxxxxxx
Movements during the periodArising from an increase of the percentage held . . . . . (+)/(-) 99023Arising from a decrease of the percentage held . . . . . . (+)/(-) 99033Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99043Differences transferred to the income statement . . . . . (+)/(-) 99053Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99063
Net book value at the end of the period . . . . . . . . . . . . . . 99202EQUITY METHOD - NEGATIVE DIFFERENCES
Net book value at the end of the period . . . . . . . . . . . . . . 99112P xxxxxxxxxxxxxxx 193
Movements during the periodArising from an increase of the percentage held . . . . . (+)/(-) 99024Arising from a decrease of the percentage held . . . . . . (+)/(-) 99034Depreciations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99044Differences transferred to the income statement . . . . . (+)/(-) 99054Other modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . (+)/(-) 99064
Net book value at the end of the period . . . . . . . . . . . . . . 99112 193
F-164
Nr. BE 0451.416.125 CONSO 4.13
STATEMENT OF AMOUNTS PAYABLE
Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE
THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one yearFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8801 90.230
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8811Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8821Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8831 68.818Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8841 21.246Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8851 166
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8861Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8871Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8881
Advance payments received on contract in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8891Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8901
Total current portion of amounts payable after more than one year falling due within oneyear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42) 90.230
Amounts payable with a remaining term of more than one but not more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8802 321.611
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8812 10.000Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8822Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8832 236.622Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8842 74.249Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8852 740
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8862Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8872Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8882
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8892Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8902
Total amounts payable with a remaining term of more than one but not more than fiveyears . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8912 321.611
Amounts payable with a remaining term of more than five yearsFinancial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8803 41.903
Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8813 40.342Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8823Leasing and other similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8833 881Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8843Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8853 680
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8863Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8873Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8883
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8893Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8903
Total amounts payable with a remaining term of more than five years . . . . . . . . . . . . . . . . . 8913 41.903
F-165
Nr. BE 0451.416.125 CONSO 4.13
Codes Period
AMOUNTS PAYABLE (OR PART OF AMOUNTS PAYABLE) GUARANTEED BY REAL SECURITIES
OR IRREVOCABLY PROMISED ON THE ASSETS OF THE ENTERPRISES INCLUDED IN THE
CONSOLIDATION
Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8922 95.495Subordinated loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8932Unsubordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8942Leasing and similar obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8952Credit institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8962 95.495Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8972
Trade debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8982Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8992Bills of exchange payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9002
Advance payments received on contracts in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9012Taxes, remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9022
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9032Remuneration and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9042
Other amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9052Total amounts payable guaranteed by real securities or irrevocably promised by the
enterprises of the consolidation on its own assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9062 95.495
F-166
Nr. BE 0451.416.125 CONSO 4.14
OPERATING RESULTS
Codes PeriodPreceding
period
NET TURNOVER
Allocation by categories of activity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation into geographical markets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aggregate turnover of the group in Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . 99083 94.243 93.005AVERAGE NUMBER OF PERSONS EMPLOYED (IN UNITS) AND PERSONNEL
CHARGES
Fully consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90901 2.957 2.484
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90911 2.122 1.765Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90921 835 719Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90931Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90941
Personnel charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Remuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99621 128.676 107.532Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99622
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99081 600 578
Proportionally consolidated enterprisesAverage number of persons employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90902 545 256
Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90912 494 231Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90922 51 25Management personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90932Others persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90942
Personnel charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Remuneration and social charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99623 3.230 3.901Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99624
Average number of persons employed in Belgium by the enterprisesconcerned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99082
F-167
Nr. BE 0451.416.125 CONSO 4.14
PeriodPreceding
period
EXTRAORDINARY RESULTS
Allocation of other extraordinary income if they are important. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation of other extraordinary charges when they are important. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Codes PeriodPreceding
period
INCOME TAXES
Difference between the tax charged in the consolidated income statement for theperiod and the preceding periods and the amount of the tax paid or payable inrespect of those periods, in as far as this difference is significant in respect offuture taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99084
Effect of extraordinary results on the amount of income taxes on the currentperiod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99085
F-168
Nr. BE 0451.416.125 CONSO 4.15
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET
Codes Period
AMOUNT OF PERSONAL GARANTEES, given or irrevocably promised by theenterprises included in the consolidation, as security for third parties’ debts orcommitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9149 13.914
REAL GUARANTEES provided or irrevocably promised by the enterprise on its ownassets as security of debts and commitments of the enterprise . . . . . . . . . . . . . . . . . . . . . .
of enterprises included in the consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99086 34.452of third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99087
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN
THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISES IN THE
CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9217SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9218SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 9219RIGHTS :
to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99088 8to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99089 -4.106to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99090to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99091
COMMITMENTS :to interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99092 12.031to exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99093 -2.791to prices of raw materials or goods purchased for resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99094 1to other similar transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99095
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS
Risk estimates are made for significant litigations, these estimates are based on known facts andappropriate provisions are recorded in Consolidated Accounts.
COMMITMENTS WITH RESPECT TO RETIREMENT AND SURVIVORS PENSIONS IN FAVOUR OF THEIR
PERSONNEL OR EXECUTIVES, AT THE EXPENSE OF THE ENTERPRISES INCLUDED IN THE CONSOLIDATION
NATURE AND COMMERCIAL OBJECTIVE OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
Nature and commercial objective of transactions not reflected in the balance sheet
Provided that the risks or advantages coming from these transactions are significant and if the disclosureof the risks or advantages is necessary to appreciate the financial situation of the companies that areincluded in the consolidation as a whole, the financial consequences of these transactions for the companiesthat are included in the consolidation as a whole have to be mentioned as well.
F-169
Nr. BE 0451.416.125 CONSO 4.16
RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BYPARTICIPATING INTERESTS WHICH ARE NOT INCLUDED IN THE CONSOLIDATION
Codes PeriodPreceding
period
AFFILIATED ENTERPRISES
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9261 569
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9291 13Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9301Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9311 13
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9321Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9331Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9341
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9351Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9361Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9371
Personal and real guarantees given or irrevocably promised, as security of debtsor promised, as security of debts or commitments of affiliated enterprises . . . . . 9381
Other significant financial commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9401
Financial resultsIncome from financial fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9421Income from current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9431Other financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9441Debt charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9461Other financial charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9471
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assetsParticipating interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9262 565 215
Amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9292Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9302Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9312
Amounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9352Over one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9362Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9372
F-170
Nr. BE 0451.416.125 CONSO 4.16
Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET
CONDITIONS
Transactions with enterprises linked by participating interests out of market conditions Mention ofthese transactions, with exception of transactions within the group, if they are significant,including the amount of the transactions, the nature of the link, and all information about thetransactions which should be necessary to get better understanding of the situation of thecompanies included in the consolidation as a whole.
Nil, the group disposes of local market references for all significant transactions with relatedparties. The group has not performed any transactions with related parties (1) that are not atarm’s length. (1) related parties do not include the companies (almost) completely owned by thegroup. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-171
Nr. BE 0451.416.125 CONSO 4.17
FINANCIAL RELATIONSHIPS WITH
Codes Period
FINANCIAL RELATIONSHIPS WITH DIRECTORS, INDIVIDUALS OR BODIES CORPORATE FROM
THE CONSOLIDATED ENTERPRISES
Total amount of remuneration granted in respect of their responsibilities in theconsolidation enterprise, its subsidiaries and its affiliated companies, including theamounts in respect of retirement pensions granted to former directors or manage . . . . . . . 99097 1.100
Total amount of advances and credits granted by the consolidating enterprise, by asubsidiary company or by an associated company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99098
Codes Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor’s fees according to a mandate at the group level led by the company publishing theinformation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9507 70
Fees for exceptional services or special missions executed in the company and its brqnchesby the auditor
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95071Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95072 8Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95073
Fees to people auditors are linked to according to the mandate at the group level led by thecompany publishing the information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9509
Fees for exceptional services or special missions executed in the company and its branchesby people they are linked to
Other attestation missions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95091Tax consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95092Other missions external to the audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95093
Mentions related to article 133, paragraph 6 from the Companies Code
F-172
Nr. BE 0451.416.125 CONSO 4.18
DERIVATIVES NOT MEASURED AT FAIR VALUE
Period
IF POSSIBLE, AN ESTIMATE OF THE FAIR VALUE FOR EACH CATEGORY OF DERIVATIVE THAT IS
NOT ACCOUNTED FOR ON A FAIR VALUE BASIS INDICATING THE AMOUNT AND TYPE
Market Value Financial deviates for interest & exchange rate risks. . . . . . . . . . . . . . . . . . . . . . . . . -13.338. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-173
Nr. BE 0451.416.125 CONSO 5
SARENS BESTUUR NVAutoweg 10
1861 Wolvertem - BelgiumPage 1/14
ANNUAL REPORT FROM THE BOARD OF DIRECTORS TO THE GENERAL MEETING OFSHAREHOLDERS TO BE HELD ON JUNE 8th 2012 CONCERNING THE CONSOLIDATED ANNUALACCOUNTS AS OF DECEMBER 31st 2011
The drafting and filing of the consolidated annual accounts and the consolidated annual report is provided for bylaw in articles 108 to 121 of the Company Code, by articles 106 to 169 of the Royal Decree of January 30th 2001implementing the said Code and by article 11, § 1 of the Act of July 17th 1975 on the accounting of companies.
This annual report should be read in conjunction with the audited consolidated annual accounts of SARENSBESTUUR NV
The Sarens group has continued its international expansion by entering into new markets. This was realizedthrough the acquisition of new interests and by the establishment of new companies. The same strategy waspursued in 2011.
PRIOR NOTIFICATIONS
With respect to the 2011 consolidated financial statements, the facts listed underneath are important to report:
1. A 90% share was acquired in Canada Crane Service on the 1st January of 2011 as part of the Group ofSarens North America Holding Inc.
2. A further 30% of the shares of the company Perth Crane Hire Pty Ltd (Australia) was acquired,increasing the total investment to 80% on 24th February, 2011.
3. Zuraw Sarens (Poland) has acquired 100% of UAB Balticum in Lithuania on the 5th of April 2011.
4. On 22nd June, 2011 a joint venture was created between Sarens NV and Wilbert Kranservice Gmbhwith the name of WS Vermietung Gmbh in Germany.
5. In July 2011, two new entities were created in Serbia. On the 6th July we had the creation of a branch ofSarens NV; called Ogranak and on the 12th July we established the company Sarens Transport andHeavy Lift DOO, a 100% subsidiary of Sarens NV.
6. Sarens Bestuur NV took a 100% participation in Sarens SZR on the 27th September 2011 in Russia.
7. The creation of a joint venture took place in Nigeria between Sarens Cranes Services Nigeria Ltd andBuildwell Plants & Equipment Industries Ltd on 6th December, 2011.
8. Establishment of Sarens Ukraine LLC on 5th December, 2011, holding 85% equity by Sarens Bestuurin Ukraine.
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A. GROUP COMPOSITION
As per balance sheet date, the legal structure of the Sarens group is as follows:
Nr CompanyShortName Country 2011 Method 2010 Method
10101 Sarens Bestuur NV SBU Belgium 100% F 100% F10102 Sarens NV SNV Belgium 100% F 100% F10103 Sarens BE NV STE Belgium 100% F 100% F10108 Sarbra 1750 NV SBR Belgium 50% P 50% P10109 Sarkran NV SKR Belgium 100% F 100% F10117 EOLE Overseas NV EOL Belgium 50% P 50% P10201 Nebem BV NEB Netherlands Trade 50% P 50% P10202 Sarens Betonmontage BV SBM Netherlands 100% F 100% F10203 Sarens Nederland BV SNL Netherlands 100% F 100% F10205 Sarens Steel Erectors BV SSE Netherlands 100% F 100% F10206 Sarens Wind BV SWD Netherlands 100% F 100% F10207 Van Geest Betontechniek BV VGB Netherlands 100% F 100% F10210 Ververmeer Materieel BV VVM Netherlands 100% F 100% F10211 Management Sarens Nederland BV MSN Netherlands 100% F 100% F10212 Sarens Materieel BV SMA Netherlands 100% F 100% F10213 Holding Sarens Nederland BV DKB Netherlands 100% F 100% F10301 Sarens France SAS SFR France 100% F 100% F10302 Sarens Normandie Sarl SNO France 100% F 100% F10303 Sarens Sud Sarl SSU France 100% F 100% F10304 Sarens Nord Quest SAS CHB France 100% F 100% F10305 Eurolevage Sarl ELV France 100% F 100% F10307 Branche Nouvelle Caledonie BNC New-Caledonia 100% F 100% F10401 G.E. Curtis Ltd CUR UK 100% F 100% F10402 Sarens UK Ltd SUK UK 100% F 100% F10403 Sarens Construction Ltd SCL UK 100% F 100% F10501 Sarens GMBH SDE Germany 100% F 100% F10502 WS Vermietung GmbH WSV Germany 50% P10601 Sarens Cranes Ltd SIE Ireland 100% F 100% F10701 Sarens Italia Srl SIT Italy 100% F 100% F10802 Sarens Kranservice AS SKS Norway 75% F 75% F10803 Sarens A/S NGE Norway 100% F 100% F10902 Sarens Polska Spzoo SPO Poland 80% F 80% F10904 Zuraw Gdansk Spzoo GDA Poland 100% F 100% F10905 Zuraw Sarens GRO Poland 100% F 100% F11001 ALVIAN MOST s.r.o AMO Czech Republic 25% E 25% E11101 Sarens Atyrau Gmbh Branch
Kazakhstan SAT Kazakhstan 100% F 100% F11202 Sarens NV - Ogranak (Branch) SER Serbia 100% F 100% F11203 Sarens Transport and Heavy Lift
DOO STH Serbia 100% F 100% F11301 Sarens Russia LLC SRU Russia 100% F 100% F11601 UAB Sarens Balticum BAL Lithuania 100% F 100% F14101 Sarens Nass Middle East W.L.L. SNM Bahrein 50% P 50% P14102 Sarens N. Middle East Holding Ltd. SNH Bahrein 100% F 100% F14103 Epequip SPC SNT Bahrein 100% F 100% F14106 Sarens Qatar LLC SQA Qatar 49% F 49% F14301 Sarens Thailand Co. Ltd. SAS Thailand 100% F 100% F
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Nr CompanyShortName Country 2011 Method 2010 Method
14302 Sarens Asia (ROH) Ltd. ROH Thailand 100% F 100% F14401 Sarens Korea (Branch) SKO Korea 100% F 100% F14402 Sarens Korea Ltd. KOR Korea 100% F 100% F14501 Sarens Heavy Lift India Private
Limited SIN India 100% F 100% F14601 Sarens (Malaysia) SDN. BHD. SML Malaysia 100% F 100% F14701 SARENS VIETNAM Ci. Ltd. SVN Vietnam 100% F 100% F14801 Sarens Japan SJA Japan 100% F 100% F17104 Sarens North America Holding, Inc. USH US 100% F 100% F17105 Rigging International, Corp. RIG US 100% F 100% F17202 Servicios Corporativos
Latinoamericanos SA de CV SLA Mexico 100% F 100% F17204 SRNS Latinoamérica SA de CV LAT Mexico 100% F 100% F17301 Groep Sarens de Venezuela C.A. SVE Venezuela 100% F 100% F17401 SARENS BRASIL LOCAÇÃO DE
EQUIPAMENTOS PARACONSTRUÇÃO LTDA. SDB Brazil 100% F 100% F
17501 Sarens Heavy Lift Canada Ltd. SCA Canada 100% F 100% F17502 Canada Crane Services Inc. CCS Canada 90% F17601 Sarens de Colombia S.A.S. SCB Colombia 100% F 100% F18101 Sarens Algérie Sarl SAL Algeria 60% F 60% F18102 Sarens SA - P.E. Algeria PAL Algeria 100% F 100% F18201 Sarens South Africa (Pty) Limited SSA South Africa 100% F 100% F18301 Sarens Maroc SMR Morocco 100% F 100% F18401 Sarens Tunisie sarl STU Tunisia 70% F 70% Minor
Importance18501 Sarens Heavy Lift Namibia (Pty Ltd) SNA Namibia 100% F 100% F18701 Sarens Mauritius SMS Mauritius 100% F 100% F19101 Sarens Australia Ltd SAU Australia 100% F 100% F19102 Perth Crane Hire Pty Ltd PCH Australia 80% F 50% P
F= Full ConsolidationP= Proportional ConsolidationE= Equity MethodD= Deconsolidation
Other companies are not included in the consolidation -:
• They either play a negligible role in relation to the true and fair view of the financial position of the Sarensgroup.
The Other Companies includes:
Sarens Tunglyft AB, SarensEcuador SA, Sarens Mozambique LDA, Sarens Cranes Services NigeriaLimited, Sarens Zambia Ltd., Sarens Botswana (Pty) Ltd, Sarens Tanzania Limited, Sarens Gulf Heavy LiftLLC, Sarens - Abu Dhabi Branch, Sarens Gulf Equipments Trading LLC, Sarens Saudi Arabia Ltd, Sarenfor General Trading and Contracting WLL, Sarens Argentina SA,Sarens SZR, Sarens Ukraine LLC.
• Or there are far-reaching and long-lasting restrictions that impede either the power of control over thesubsidiary or the application of said subsidiaries’ property. This pertains to the subsidiaries Sarens Lifting(Serbia) and Iran Rahnama.
Following entities are deconsolidated: Norsar LLC, NS Properties and Norsar Heavy Rigging Ltd. Theaccounts of these companies no longer correspond to the standard of the group and could not beassembled without disproportionate expenses and undue delay.Itwas therefore decided to deconsolidate
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these entities, the necessary write-downs on receivables towards the group were included and aprovision for possible future expenses payable by the group was made.
Annually an assessment is made on to which companies are to be included in the consolidation.
B. CONSOLIDATION DETAILS
In the consolidation the amounts payable and amounts receivable between the companies of the group that wereincluded in the consolidation were eliminated. The results pertaining to transactions between companies includedin the consolidation were eliminated.
The consolidated annual accounts were composed on the same day as the annual accounts included in theconsolidation.
For the companies that are directly or indirectly, in fact and in law, controlled by SARENS BESTUUR NV, thefull consolidation method is applied, whereby the headings of the consolidated companies are added completelyto the corresponding headings of the consolidating company, with the exception of inter-company transactionsand the establishment of the rights of the third-party shareholders (liabilities heading “Third party Interests”).
The difference in consolidation is the difference between the book value of the participation on the one hand andthe proportional part of the equity capital (intrinsic value) of the subsidiaries included in the consolidation on theother hand.
This consolidation difference is either positive (goodwill) or negative (badwill).
Positive consolidation difference: when the book value of the participation in the annual accounts of the parentcompany > the proportional part of the equity capital of the subsidiary at the time of acquisition.
Negative consolidation difference: when the book value of the participation in the annual accounts of the parentcompany < the proportional part of the equity capital of the subsidiary at the time of acquisition.
The term “third-party interests” can be defined as the share of the equity of the consolidated annual accounts thatdoes not belong to the “GROUP”, but to third-party shareholders.
The proportional consolidation is applied to joint subsidiaries (joint ventures). All headings for the annualaccounts are included in proportion to the percentage held. Through an entry, only the share in the assets,liabilities and the profit and loss account that belongs to the group is included.
The equity method is applied for associated companies in which the group has participations between 20% and50%. This method entails that the participation in the balance is included for the amount that corresponds to theshare in the equity capital of the company concerned, including the results for the financial year. In other words itis more of a method of valuation rather than a method of consolidation. The share in the results of theparticipation to which the equity method is applied is recorded in the profit and loss account under a separateentry (see rubric 9975).
The other companies in which SARENS BESTUUR NV does not exercise a significant control, or which have anegligible effect upon the consolidation, are included separately for their acquisition price, under the assets rubric284 of the financial fixed assets.
C. GENERAL VALUATION RULES
The consolidated companies undertake the necessary revisions themselves for the consolidation in order to applythe valuation rules of the group and to ensure they are consistent with the accounting regulations applicable inBelgium.
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The following revisions were primarily undertaken for this purpose: recalculation of the depreciation as a resultof the expected economic life-span of the assets, inclusion of off-balance leasing agreements and the inclusion ofoff-balance social obligations.
FORMATION EXPENSES
Are valued at the purchase price and debited at 14% to 100% straight-line basis.
INTANGIBLE FIXED ASSETS
Are valued at the purchase price and debited at 20% to 33% on a straight-line basis. Additional expenses aredebited against the same percentage as the principal sum.
TANGIBLE FIXED ASSETS
These are included on the assets side of the balance sheet at their purchase price. Amortization is applied on thegrounds of linear economic percentages calculated on the basis of the duration of the depreciation and taking intoaccount the residual value, namely:
Amortised Period Residual Value
Industrial Buildings . . . . . . . . . . . . . . 10 Years 0%Barges . . . . . . . . . . . . . . . . . . . . . . . . 20 years 20%Office Buildings . . . . . . . . . . . . . . . . . 33 Years 0%Plant, Machinery and Equipment . . . . 5 Years 0%Furniture . . . . . . . . . . . . . . . . . . . . . . . 10 Years 0%Vehicles- Mobile cranes up to 200 ton . . . . . . 7 Years 10%- Mobile cranes more than 200 ton . . 10 Years 15%- Lattice Boom Cranes . . . . . . . . . . . . 15 Years 20%- Hydraulic Trailers . . . . . . . . . . . . . . 15 Years 20%- Other Vehicles . . . . . . . . . . . . . . . . . 5 Years 5%Leasing and Similar Rights . . . . . . . . According to categoryOther Tangible Assets . . . . . . . . . . . . 5 Years 0%
Additional expenses are debited against the same percentage as the principal sum.
All gains arising from an internal group transaction since 2009 were eliminated.
Losses arisen from internal group sales were eliminated and impairment has been taken on the fixed asset.
FINANCIAL FIXED ASSETS
The non-consolidated participations make up long-term investments that do not satisfy the consolidation criteria.They are valued at their purchase price. Depreciations are entered in the case of long-term losses or devaluation,justified by the state, profitability and prospects. Amounts receivable and cash guarantees are valued at nominalvalue.
AMOUNTS RECEIVABLE AFTER ONE YEAR AND WITHIN ONE YEAR
Are valued at nominal value. Write-offs are applied to non-collectable amounts receivable or to receivables forwhich collection is uncertain. These write-offs are withdrawn as soon as the amounts are settled.
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INVENTORY
The raw materials, consumables and materials purchased for resale are valued at purchase price in accordancewith the FIFO method. Work in progress and finished goods are valued at production costs or at market value if itis lower on the balance sheet date.
The work in progress is valorised in accordance with the ‘percentage of completion’ method.
CASH AND CASH EQUIVALENTS
The other investments are valued at nominal value.
PREPAYMENTS AND ACCRUED INCOME
The accrued income and deferred charges are reported pro rata temporis on the balance sheet date, based on thefacts known.
INVESTMENT GRANTS
Are reported after deduction of deferred taxes, which are included under the caption “Provisions and deferredtaxes”.
MINORITY INTERESTS
Minority interests are reported based on the full consolidation method and represent the share of third parties inthe equity and the results of the financial year of the fully consolidated subsidiary.
It represents the part of the equity of the consolidated company that does not belong to the Sarens group, but tothird-party shareholders.
REVALUATION SURPLUS
Until 2008 gains realized on the sale of tangible fixed assets within the group were not eliminated because of thefact that these transactions took place at arm’s length. The gains realised through these transactions wereeliminated from the result of the year and reported as a revaluation surplus (included in equity). Despite the factthat these gains are taxed in the statutory accounts of the subsidiaries involved, no deferred tax asset wasaccounted for. On the moment that the fixed asset item was sold to a third party, the revaluation surplus wasreleased through the income statement.
As from 2009 all gains realized on the sale of tangible fixed assets have been eliminated in the income statement.
PROVISIONS FOR LIABILITIES AND CHARGES
These provisions are systematically created on the basis of the principals of prudence, honesty and good faith. Bytheir nature, they aim to cover specified losses or charges which are probable or certain on the balance sheet date,but for which the amount is not yet ascertained.
Included within the provisions of the consolidated annual accounts are the known social obligations ofsubsidiaries that are not expressed in the local balance sheet.
The deferred taxes concern the (temporary) tax-free reserves and investment grants.
All deferred taxes are calculated against the local tax rate of the country where the subsidiary is taxed on hisresult.
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AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR AND WITHIN ONE YEAR
These debts are valued at nominal value.
ACCRUED CHARGES AND DEFERRED INCOME
The accrued charges and deferred income are reported pro rata temporis on the balance sheet date, based on thefacts known.
CONVERSION OF FOREIGN CURRENCIES
The accounts of entities reporting in foreign currencies (outside the euro-zone) were converted at the closing ratefor the balance sheet, and at the average exchange rate of the financial year for the profit and loss accounts.Translation differences are separately reported under the header “Translation differences” in equity.
The group is working as a going concern.
The principal that material meaning is more important than formal accuracy is adhered to, whereby the goal isthat all details are included which are of any importance in forming an opinion on the assets, the financialposition and the results of the company.
Unrealized translation differences:
In 2011 the Group has changed its valuation rules and decided to recognise all positive unrealised translationdifferences directly into P&L. The impact of this change in accounting policies has been disclosed in the notes tothe consolidated financial statements.
D. VALUATION RULES SPECIFIC TO THE CONSOLIDATION
1. VALUATION RULES SPECIFIC TO THE SARENS CONSOLIDATION
The positive consolidation difference in SAMOCO NV merged with Sarens BE NV was allocated to theunderlying fixed assets, being unmoveable property (land), of these companies: Land: 899,824 EUR. This landhas been sold in 2011.
The accounting policies were applied consistently in 2011, except for the change with regards to positiveunrealised translation differences.
There were no indications to take impairments on fixed assets.
2. NEGATIVE CONSOLIDATION DIFFERENCES (LIABILITIES)
The negative difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the negative price when it comes to the acquisition of shares) is includedunder this heading.
The initial consolidation differences with respect to participating interests are compensated as long as a negativebalance remains for the liabilities in the balance sheet.
The negative consolidation differences in the consolidated annual accounts amount to 2,133,008 EUR.
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Mother Company Participation InNegative goodwill at
31/12/2011
Sarens Bestuur NV Trp Laroy Activity 142,816Sarkran NV Sarens Gmbh 20,281Sarens NV /Sarkran NV Holding Sarens NL BV 763,709Sarens NV/Sarkran NV Sarens UK/Curtis 71,594Sarens NV Sarens Thailand Co Ltd 905,804Sarens AS (ex Norge) Sarens As (ex Transrig) 35,822Sarens NV Sarens Nass Middle East WLL 54Nebem BV Iran Rahnama 192,928
2,133,008
3. POSITIVE CONSOLIDATION DIFFERENCES
The positive difference between the purchase price of a new participating interest and the net book value of thenet assets obtained upon the acquisition (the additional price when it comes to the acquisition of shares) isincluded under this heading.
The positive consolidation differences are amortized on a straight-line basis over a period of 5 years.
The position of the goodwill with respect to the assets on the balance sheet is as follows:
Mother Participation inAcquistionYTD 2011
DepreciationYTD 2010
Depreciation2011
Net BopokValue YTD
2011
Sarens Bestuur NV Sarens BE NV(exSamoco) 3,360,287 -2,570,013 -263,425 526,849
Sarens North AmericaHolding Inc.
Canada crane service 64306 0 -11,789 52,517
Rigging International Corp 7,308,399 -2,923,360 -1,461,679 2,923,360Sarens NV Sarens Polska 665,461 -665,461 0 0Sarens NV /Sarkran NV /
Sarens Bestuur NVSarens France SASNormandie Sarl /Eurolevage
1,175,427 -1,175,427 0 0
Sarens Normandie 2,447,761 -2,447,761 0 0Sarens Bestuur NV Nebem BV 112,906 -112,906 0 0Sarens Bestuur NV / Sarens
NVSarens Italia Srl 68,644 -68,644 0 0
Sarens Bestuur NV Sarbra 1750 NV 70,208 -70,208 0 0Sarens Bestuur NV Sarens Algerie Sarl 265,022 -213,613 -51,409 0Sarens NV Sarens Australia Pty Ltd 785,442 -785,442 0 0Holding Sarens Nederland
BVVan Geest Betontechniek 761,320 -609,056 -152,264 0
VVM Materieel BV 2,392 -1,914 -478 0Sarens AS Kraenservice AS (Nor) 2,116,146 -1,572,190 -423,229 120,727
Montasje AS (Nor) 340,984 -204,589 -68,197 68,198Sarens France SAS Sarens Nord Ouest Sas 883,786 -530,271 -176,757 176,758Sarens NV Sarens South Africa Pty
Ltd1,919,359 -1,919,359 — 0
Sarens (Australia) Pty Ltd Sarens Perth Crane HirePty Ltd
800,753 -101,256 -160,151 539,346
Sarens Bestuur NV Zuraw Gdansk 479,481 -104,910 -95,896 278,674Sarens Bestuur NV / Zuraw
GdanskZuraw Sarens 1,102,386 -220,477 -220,477 661,432
Total 24,730,470 -16,296,857 -3,085,751 5,347,861
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E. RISKS AND UNCERTAINTIES
The Sarens group is active across the world. That is why its activities are exposed to the economic, legal andpolitical risks of the countries in which the Sarens group is active. The management devotes the necessaryattention in applying measures to control the risks to which the group is exposed as much as possible.
The company is exposed to the risks and uncertainties specific to its activities. The management implements acoherent safety and prevention policy that is constantly evaluated and adjusted with respect to further sectordevelopments.
Specific financial risks (debts, interest and currency risks) are covered at group level by employing suitablefinancial products.
As a result of the international activities, the group is exposed to currency exchange fluctuation risks, primarilywith respect to the USD or dollar related currencies.
The exchange risks are valued based on a potential loss and all relevant risks are:
• on the one hand, naturally covered by the financing taken out in same currency;
• on the other hand the risk to the net position in foreign currency is covered by a number of financialinstruments.
Taking into account the scope of the annual investments the group is also exposed to interest risks. The interestrisks are covered by taking out interest swap and collar agreements.
The market value of all these financial instruments as of the 31st of December 2011 amounted to minus13,338,449.83 EUR mainly due to an important decrease of the floating interest rates as a result of theeconomic & financial crisis. The counter parties of the financial instruments are financially solid partners.
Credit risk of bad debt is relatively small since the customer base is spread and a large part of the customer baseconsists of major manufacturers in the oil, gas and chemical sector.
F. FINANCIAL RESULTS OF THE COMPANY:
The activities can be represented by the summarised profit and loss account
2011December
2010December
TOTAL TURNOVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469,969,262 100.00% 383,915,645 100.00%
WORK IN PROGRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1,867,566 2,148,394ASSETS - OWN CONSTR. & COST CAPITAL . . . . . . . . . . . . 9,511,673 19,998,101TOTAL OTHER OPERATING INCOME . . . . . . . . . . . . . . . . . 11,058,383 25,433,151
TOTAL OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . 488,671,753 103.98% 431,495,291 112.39%
TOTAL PURCHASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,992,211 46,974,819TOTAL OTHER GOODS AND SERVICES . . . . . . . . . . . . . . . 174,972,861 145,299,783REMUNERATION, SOCIAL SECURITY COST, &
PENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131,906,107 111,433,062TOTAL OTHER OPERATING EXP . . . . . . . . . . . . . . . . . . . . . 7,099,355 7,213,970
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,701,219 26.96% 120,573,659 31.41%
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2011December
2010December
26.96% 31.41%
TOTAL DEPRECIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,376,800 67,569,879PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,435,764 1,403,744
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,888,655 6.79% 51,600,036 13.44%
FINANCIAL COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,099,755 32,437,368FINANCIAL INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,971,959 14,682,367
RESULT FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . 11,760,860 2.50% 33,845,035 8.82%
EXTRA-ORDINARY INCOME . . . . . . . . . . . . . . . . . . . . . . . . 132,150 234,906EXTRA-ORDINARY COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . 525,314 323,144
EBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,367,695 2.42% 33,756,797 8.79%
TRANSFER FROM RES AND DEF TAXES . . . . . . . . . . . . . . 192,017 -12,159,220TAXES ON RESULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6,813,650 -2,445,163
NET PROFIT (LOSS) OF THE YEAR . . . . . . . . . . . . . . . . . 4,746,062 1.01% 19,152,414 4.99%
RESULT EQUITY METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . -3,321 20,854
CONSOLIDATED NET PROFIT (LOSS) OF THEYEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,742,741 1.01% 19,173,268 4.99%
WITHDRAWAL THIRD PARTY MINORITIES . . . . . . . . . . . 1,244,536 2,362,679
SHARE OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,498,204 0.74% 16,810,589 4.38%
CONSOLIDATED INCOME STATEMENT OF THE COMPANY
NET SALES
The group recorded an increase in sales by 86 million EUR or 22.45% from 383.9 million EUR in 2010 to469.9 million EUR in 2011. The Group has still to fight against the postponement of major investment projectsworldwide. The Group has still further invested in new cranes, and is looking for better growth in coming years.
The evolution of the activities in the Middle East and Asia (including India) and the increase in project workhave also added to the growth of Sarens group.
OPERATING INCOME
Operating revenues show a strong increase compared to last year by 57 million EUR or 13.22%, from431.4 million EUR in 2010 to 488.67 million in 2011.
OPERATING EXPENSES
Operating expenses increased by 77 million EUR or 20.27%, from 379.8 million EUR in 2010 to 456.8 millionEUR in 2011.
The group continues to prepare itself for the global economic recovery through the strategy of internationalexpansion of the crane fleet.
By this the operating expenses manifests itself in rising costs for other goods and services. We see a significantincrease of Renting 17 million EUR, Subcontracting 5 million EUR and maintenance 6 million EUR. All theseincreases are reflections of our new strategy based on international expansion through crane movements betweendifferent continents.
Labour costs have also increased by 18.4% which represents 20.4 million EUR. The expansion of the crane fleetalso shows increased depreciations. The depreciations on intangible and tangible fixed assets are 9.49% highercompared to last year.
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EARNINGS BEFORE DEPRECIATION AND IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS(EBITDA)
Operating profit before depreciation and amortization of tangible and intangible assets increased by 5% from120.57 million EUR in 2010 to 126.70 million EUR in 2011.
OPERATING RESULTS (EBIT)
The operating result decreased with 38.37% from 51.60 million EUR in 2010 to 31.88 million EUR in 2011. Themain shift in the result is the impact from the crisis on our receivables.
The main cause is found in a modification (enhanced) of the mathematical calculation of the provision for slowpaying customers.
We have all over the Group increased the provisions for slow paying customers with 14.7 million EUR.
FINANCIAL COSTS
The cost of debts rose from 22.4 million EUR in 2010 to 23.64 million EUR in 2011.
The other financial costs, more special the unrealized exchange losses have increased with 11.4 million EUR
FINANCIAL INCOME
As from 2011, positive unrealized exchange gains are recognised into P&L for an amount of 11,391,207 EUR.
To compare figures with previous year, financial result in 2010 has to be increased with 8,,424,082 EUR thesame amount should be deducted from the financial income in 2011.
SHARE IN THE RESULTS OF ASSOCIATED COMPANIES
Alvian Most contributed a loss of 3,321 EUR.
TAXES
Income taxes amount to 6,9 million EUR.
The impact of deferred income tax is limited to the amount of 192,017 EUR.
All deferred taxes in 2011 were calculated by subsidiary , using the local tax rate applicable for the subsidiary.
Within the consolidation process expressed deferred taxes are mainly related to the differences between the localdepreciation rules and group depreciation rules if a potential future tax liability arises.
In accordance with BE GAAP we didn’t take deferred taxes in the result when a firm was in a loss situation,nevertheless we compensate deferred tax assets with deferred tax liabilities until liabilities are netted to zero.This is the reason why we have a limited increase of deferred tax liabilities.
MINORITY INTERESTS
Minority interests in the consolidated results was positive for 1.24 million EUR.
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CONSOLIDATED BALANCE SHEET OF THE COMPANY
ASSETS
In 2011 formation expenses increased by 1.23 million EUR. These expenses relate to the increase of capital bythe new shareholder Waterland.
The tangible fixed assets increased from 602.3 million EUR in 2010 to 706.5 million EUR, this increase ismainly caused by the investments in cranes.
The current assets in 2011 amount to 227 million EUR against 189.5 million EUR in 2010, the main elementsare:
2011 2010
• Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.55% 56.76%• Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.29% 12.32%• Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.18% 16.48%
The trade receivables have increased with 36.8 million EUR. The economic crisis has had clearly a negativeimpact on the payment behaviour of our clients. For safety we have strengthened the the Group policy for baddebt provisions with as result an increased provision of YTD 22.9 million EUR.
The total assets amount to 949.72 million EUR in 2011 compared to 810.9 million EUR in 2010, an increase of17.14%.
LIABILITIES
In august 2011 Waterland became shareholder of Sarens Bestuur. The actual paid capital of the Group amountsto 55 million EUR. We have an uncalled capital of 25 million EUR.
Equity inclusive Minorities of the consolidated financial statements amounts to 233.3 million EUR in 2011compared to 176.1 million EUR in 2010, the general degree of financial independence increased with 2.6% until24.05%. The equity has mainly grown with the results of the year and the paid capital of 55 million EUR.
The long-term debts change from 443.2 million EUR in 2010 to 453.74 million EUR in 2011, of which50.3 million EUR are subordinated. The amounts payable after one year pertains primarily to investment loansand lease obligations granted to finance the capital expenditures in rolling equipment.
The amounts payable within one year amount to 267.1 million EUR in 2011 compared to 186.6 million EUR in2010.
The liquidity of the financial statements has decreased from 0.95 in 2010 to 0.83 in 2011.
In 2011, the group employed on average 3,502 people worldwide
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G. FIXED ASSETS - ACQUISITIONS - DEPRECIATION
The capital expenditures and movements of the year can be shown in next table:
Formation Expenses Purchase Value Depreciation Net Book Value
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,721,549 -374,772 3,346,777Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 857,952Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -215,766Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,579,501 -590,538 3,988,963
Intangible Assets Purchase Value Depreciation Net Book Value
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,452,242 -2,696,311 4,755,931Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -106,582 93,244Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1,072,726Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41,975
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,345,660 -3,717,768 3,627,892
Tangible Assets Purchase Value Depreciation Net Book Value
Land & Building1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,664,177 -2,063,820 10,600,357
Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1,693,394 181,466Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -419,441Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26,953
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,943,830 -2,301,795 8,642,035
Plant, Machinery & Equipments
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,257,952 -18,724,325 13,533,627Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,453,628 358,954Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5,045,695Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,711,580 -23,411,066 18,300,514
Furniture & Vehicles
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,311,822 -185,784,907 219,526,915Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,308,949 6,901,681Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40,331,603Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1,615,512 -2,477,019
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502,005,259 -221,691,848 280,313,411
Leasing & Similar Rights
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,785,094 -91,823,084 333,962,010Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,254,511 11,416,424Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25,469,932Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,064 -1,662,605
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,077,669 -107,539,197 392,538,472
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Purchase Value Depreciation Net Book Value
Other Tangible Fixed Assets
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,097,173 -2,130,661 1,966,512Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 442,767 -74,790Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -652,336Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,539,940 -2,857,787 1,682,153
Asset Under Construction & Advances
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,720,482 22,720,482Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17,654,060Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,066,422 5,066,422
Total Fixed Assets
1/1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 914,010,491 -303,597,880 610,412,611Net Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,863,771 18,876,979 182,740,750Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -73,207,499 -73,207,499Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1,604,401 4,181,599 -5,786,000
31/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076,269,861 -362,109,999 714,159,862
(**) (including investments, disinvestments and transfers of heading)
H. SUBSEQUENT EVENTS:
End March 2012, the group entered into a new financing agreement with a group of banks to funds its capitalexpenditure program for the coming years.
I. RELATED PARTY TRANSACTIONS:
All transactions with related parties performed by the group are made against normal market conditions (at armlength) according to the local economic environments of the parties involved.
Wolvertem, May 25th 2012The Board of directors,
LUDO A. C. SARENSManaging Director
Benny Sarens Hendrik Sarens Jan Sarens Marc SarensDirector Director Director Director
FV ManagementRepresented by:
MargatesRepresented by:
Frank VlayenDirector
Cédric Van CauwenbergheDirector
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Nr. BE 0451.416.125 CONSO 6
Statutory auditor’s report to the general meeting of shareholders of Sarens Bestuur NV on theconsolidated financial statements for the year ended 31 December 2011
In accordance with legal and statutory requirements, we report to you on the performance of our audit mandate.This report includes our opinion on the consolidated financial statements together with the required additionalcomments and information.
Unqualified audit opinion on the consolidated financial statements
We have audited the consolidated financial statements of Sarens Bestuur NV (“The Company”) and itssubsidiaries (jointly “the group”), for the year ended 31 December 2011, prepared in accordance with thefinancial reporting framework applicable in Belgium, which show a balance sheet total of € 949.727.070 and aprofit (group share) for the year of € 3.498.204.
The board of directors of the company is responsible for the preparation of the consolidated financial statements.This responsibility includes: designing, implementing and maintaining internal control relevant to the preparationand fair presentation of consolidated financial statements that are free from material misstatement, whether dueto fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates thatare reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Weconducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, asissued by the “Institut des Réviseurs d’Entreprises / Instituut van de Bedrijfsrevisoren”. Those standards requirethat we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statementsare free from material misstatement.
In accordance with these standards, we have performed procedures to obtain audit evidence about the amountsand disclosures in the consolidated financial statements. The procedures selected depend on our judgment,including the assessment of the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error. In making those risk assessments, we have considered internal control relevant to thecompany’s preparation and fair presentation of the consolidated financial statements in order to design auditprocedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on theeffectiveness of the group’s internal control. We have also evaluated the appropriateness of the accountingpolicies used, the reasonableness of accounting estimates made by the company and the presentation of theconsolidated financial statements, taken as a whole. Finally, we have obtained from management and responsibleofficers of the company the explanations and information necessary for our audit. The financial statements ofseveral entities included in the scope of consolidation which represent total assets of € 375 miljon have beenaudited by other auditors; we based ourselves upon the reports of those other auditors. We believe that the auditevidence we have obtained, together with the reporting of other auditors on which we have relied provides areasonable basis for our opinion.
In our opinion, the consolidated financial statements as of 31 December 2011 give a true and fair view of thecompany’s net equity, financial position and results in accordance with the financial reporting frameworkapplicable in Belgium.
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Nr. BE 0451.416.125 CONSO 6
Statutory auditor’s report to the general meeting of shareholders ofSarens Bestuur NV on the consolidated financial statements for the
year ended 31 December 2011
Additional comments and information
The preparation of the management report and its content, as well as the Company’s compliance with theCompany code and their bylaws are the responsibility of the board of directors.
Our responsibility is to supplement our report with the following additional comments and information, which donot modify our audit opinion on the consolidated financial statements:
• The management report includes the information required by law and is consistent with the consolidatedfinancial statements. We are, however, unable to comment on the description of the principal risks anduncertainties which the company is facing, and on its financial situation, its foreseeable evolution or thesignificant influence of certain facts on its future development. We can nevertheless confirm that the mattersdisclosed do not present any obvious inconsistencies with the information that we became aware of duringthe performance of our mandate.
• As disclosed in the notes to the consolidated financial statements, the accounting policies applied whenpreparing these financial statements have been modified compared to the previous year.
Kontich, 25 May 2012
KPMG Bedrijfsrevisoren - Réviseursd’EntreprisesStatutory auditorrepresented by
Filip De BockRéviseur d’Entreprises / Bedrijfsrevisor
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REGISTERED OFFICE OF THE ISSUER
Sarens Finance Company NVAutoweg 10, 1861 Wolvertem
Belgium
Sarens Bestuur NVAutoweg 10, 1861 Wolvertem
Belgium
LEGAL ADVISORS TO THE ISSUER
As to US, New York, English and Belgian law
Allen & Overy LLP Allen & Overy LLPOne Bishops Square Tervurenlaan 268A
London E1 6AD 1150 BrusselsUnited Kingdom Belgium
LEGAL ADVISORS TO THE INITIAL PURCHASERS
As to US, New York, English and Belgian law
Clifford Chance LLP Clifford Chance LLP10 Upper Bank Street Avenue Louise 65, Box 2
London E14 5JJ 1050 BrusselsUnited Kingdom Belgium
TRUSTEE AND SECURITYAGENT
ISSUING AND PAYINGAGENT
REGISTRAR ANDTRANSFER AGENT
The Bank of New York Mellon,London Branch
One Canada SquareLondon E14 5ALUnited Kingdom
ING Belgium SA/NVCours Saint Michel 60
B-1040 BrusselsBelgium
The Bank of New YorkMellon, (Luxembourg) S.A.
2-4 rue Eugène RuppertL-2453 Luxembourg
Luxembourg
DOMICILIARY AGENTING Belgium SA/NVCours Saint Michel 60
B-1040 BrusselsBelgium
LEGAL ADVISOR TO THE TRUSTEEReed Smith LLP
The Broadgate Tower20 Primrose StreetLondon EC2A 2RS
United Kingdom
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