25.
OTHER CURRENT LIABILITIES
At 31 December 2012 and 2011, this item is broken down as follows:
Miles de Euros
2012
2011
Share-based remuneration scheme (Notes 18,19 and 20)
40,344
-
Outstanding remunerations
28,836
27,417
Interest rate derivatives (Notes 18 and 20)
2,607
1,599
Rent reviews
1,368
1,172
Provision for Los Cortijos refurbishment expenses
1,008
4,687
Outstanding lease payments
98
765
Other creditors
2,844
2,618
77,105
38,258
The interest-rate hedge derivatives from the previous syndicated loan signed on 2 August 2007 were settled in February 2012.
26.
THIRD-PARTY GUARANTEES AND CONTINGENT ASSETS AND
LIABILITIES
Financial institutions granted the Group sureties totalling €23.42 million (€28.47 million at 31 December 2011) which, in general terms, guarantee the
fulfilment of certain obligations taken on by the consolidated companies in the performance of their activities.
At 31 December 2012, the Group had taken out insurance policies to cover risks arising from damage to material goods, loss of profits and third party
liability. The capital insured sufficiently covers the assets and risks mentioned above.
Undertakings with third parties
-
A Group company currently acts as co-guarantor for a syndicated loan granted by two banks to the associated company Sotocaribe, S.L. which
at 31 December 2012 had an outstanding principal of €17.813 million, with latest maturity in 2014.
-
The shareholders’ agreements on Harrington Hall Hotel Ltd. (the company which owns the Harrington Hall Hotel) and Losan Investments Ltd.
(
the company which owns the Kensington Hotel) were respectively signed on 29 March 2005 and 10 March 2006 by NH Europa, S.A. and Losan
Hoteles, S.L. (currently Carey Property, S.L.). By means of these agreements, should the latter company receive a purchase offer for 100% of
the shares in either of the companies at a price deemed to be the market price, Losan Hoteles, S.L. (currently Carey Property, S.L.) may require
NH Europa, S.A., which shall be obliged to accept, to transfer its shares to the third party making the offer. However, NH Europa, S.A. shall
have a preferential acquisition right on Losan Hoteles, S.L. (currently Carey Property, S.L.) shares in Harrington Hall Ltd. and Losan Hoteles Ltd.
-
On 1 December 2005, an agreement was reached with Intesa Sanpaolo S.p.A. for this company to acquire NH Italia S.r.l. share capital. In
the agreement, a put option was granted to Intesa Sanpaolo S.p.A. on the stake thus acquired from March 2008 to March 2015. The price
will be set at the fair value and determined by an independent investment bank. The price shall be settled in NH Hoteles, S.A. shares. The
€124 million investment made by Intesa Sanpaolo S.p.A. in NH Italia S.r.l. is booked under the “Minority interests” heading of the attached
consolidated balance sheet.
-
Article 9 of the Articles of Association of Coperama Servicios a la Hostelería, S.L. sets forth that members shall have preferential acquisition
rights over the shareholdings should the company through which the ownership of said shareholdings is held be taken over by a new owner
which is a competitor of the other members. For these purposes, a take-over is considered to have taken place when a third party directly or
indirectly holds more than 50% of the company’s share capital or of its voting rights. The member in which the change the control has come
about must report such circumstance and offer the other members the possibility of acquiring its stake at fair value.
-
On 25 March 2009, Sotogrande, S.A. granted the minority shareholders of Donnafugata Resort S.r.l. representing 30% of its share capital
a put option. On 20 October 2010, the shareholders of Compagnia Immobiliare Azionaria, S.p.A. and Repinvest Sicily S.r.l. gave notice of
their intention to partially exercise the above-mentioned put option in accordance with the agreement signed by the parties in March 2009.
An independent expert was commissioned to appraise the company as a consequence of this notice. Sotogrande, S.A. considers that the
appraisal given to the company by the above-mentioned expert was excessive and far from its real value. Consequently, it initiated arbitration
proceedings to challenge the independent expert’s report. On 26 October 2012, the arbitration court issued its decision confirming the
valuation of the independent expert (see Note 18).
- 40,106,941
ordinary shares in the Sotogrande, S.A. representing 89.30% of its share capital and worth €715,855,325 are pledged as security
under then Commercial Financing Agreement arranged on 29 March 2012 between various creditor institutions, NH Finance, S.A. with various
Group companies as guarantors.
-
Within the context of operations in the Caribbean, an undertaking was made by the Parent Company as part of the Real Arena complex
management agreement to obtain a minimum return to guarantee coverage of the €35 million dollars obtained to finance construction of
the hotel.
100
REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
