Premuda : Shareholders' Meeting

Microsoft Word - 30-06-2015 Shareholders' Meeting PREMUDA PRESS RELEASE

THE SHAREHOLDERS' ORDINARY GENERAL MEETING APPROVES THE FINANCIAL STATEMENTS AS AT 31.12.2014

CONSOLIDATED GROUP RESULTS (net of minority interests): Loss €41.8m (2013: Loss €32.7m) Shareholders' Equity: € 98.0m (2013: € 126.0m) PREMUDA SPA RESULTS: Loss €10.8m (2013: €4.6m) Shareholders' Equity: €116.3m (2013: €127.1m)

OTHER RESOLUTIONS:

- Favourable advice on the Company remuneration policies

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The Ordinary Shareholders' Meeting of 'Premuda SpA' took place today (on second call) for the Annual Financial
Statements at December 31, 2014 approval.
The financial year 2014 was defined by the action of negotiations with the banks aimed at reaching an agreement to restructure the financial indebtedness for the entire Group (under Art. 67 of the Italian Bankruptcy Law).
Despite the uncertainties described in the relevant paragraph of the Notes 'Going Concern Assessment' and the additional cautions imposed by the contingent liquidity situation (highlighted in the recent press releases to the market dated 22nd and 29th June 2015), in the light of the positive developments in negotiations with the financing banks that have recently confirmed their willingness to sign specific standstill agreements, preparatory to carry out the planned asset disposals and to sign a definitive and final Group restructuring agreement, the Board of Directors confirmed to Shareholders its assessment and opinion on going concern.
The Shareholders' Meeting decided to share the BOD assessments and, unanimously, approved the Annual
Financial Statements at 31 December 2014, with no amendments to the proposed draft.
Both Premuda Spa and Consolidated Financial Statements are drafted in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
The 2014 Premuda Spa Company Balance Sheet shows a negative €10.8m result after €7.8m depreciations.
The consolidated 2014 Financial Balance (net of minority interests) shows a negative €41.8m result, after depreciations and assets devaluations for €23.0m, and devaluations on investments for €0.8m (2013: €32.7m, after devaluation of €22.8 for assets and €2.6m for participations).
The 2014 financial year has been marked out by several non recurring events such as negative conversion exchange differences (unrealized and non monetary) of €9.4m and charges related to prior disputes and to the Group financial indebtedness restructuring process, for an overall amount of €10.0m.
The Group shareholders net Equity is €98.0m or €0.52 per share (2013: €126.0m or €0.67 per share).
The consolidated Fleet fixed assets were €441.2m at year end (2013: €409.5m including new building under construction for €31.7m).

After depreciation recorded in the past for a number of the vessels, the impairment test conducted did not evidence the need of further impairment; nor conditions to make value restorations, even partially.
Balance Sheet, Income and Cash Flow Statements for Premuda Spa and the Group are hereto attached for evidence reference.

The 2014 Financial Statements is available on Company's website:(www.premuda.net) and the hard copy can be requested to: Head Office - General Counsel - Via C.R.Ceccardi 4/28 - 16121 Genova (phone [phone] - fax [phone] - email: [e-mail]).

Pursuant to the art. 154bis, paragraph 2 of Testo Unico della Finanza, the Manager responsible for drafting the Company's financial statements (Marco Tassara) hereby declares that accounting data contained in this release is taken from documentary evidence, official records and accounting documents.

Integrative notes as required by CONSOB pursuant to Art 114 comma 5 of Legislative Decree. n. 58/98 of

July 17, 2014

a) The net financial position of the Company and of the entire Group at December 31, 2014 shows a net indebtedness of €81.9m and €354.9m respectively, as per following table:

Net financial Position at 31.12.2014 (€/000)

Premuda Spa Premuda Group

- cash 71 87

- cash equivalents 6,55617,969

Cash & cash equivalents 6,62718,056

- current bank debt (14,563) (14,736)

- short-term portion of non-current bank debt (73,987) (355,558)

- other current financial liabilities -(2,471)

Current financial debt (88,550)(372,938) Net current financial position (81,923)(354,882) Non-current financial debt - - Total net financial position (81,923)(354,882)

The indebtedness is entirely represented by short-term commitment due to the suspended reimbursement of the loan capital quotas starting from instalments expiring June 30, 2013 (and interest quotas starting from December
31, 2014), which constitutes breach of bank loans which entitles each bank the right to claim the immediate repayment of the outstanding loans. However, negotiations with the banks are in place aimed at reaching an agreement to restructure the indebtedness for the entire Group (under Art. 67 of the Italian Bankruptcy Law). The agreement would imply new repayment plans, thus remediating the current default situation.
b) The Group is defaulting only towards the bank community, being substantially current with the other commercial instances; there is therefore no initiative whatsoever by single creditors nor by their categories representatives.
c) All transactions with related parties are duly summarized into the table hereunder (as at 31/12/2014):

(€/ooo) Receivables Payables Costs Income

Trading with related parties

Generali Italia S.p.A: (shareholder ofInvestimenti

Marittimi S.p.A., majority shareholder ofPremuda S.p.A.) 600 848 2,400 1,366

Herald Holdings Ltd. - 2,471 - -

Trading with associated parties

Four Jolly S.p.A. - - - 235

Financing with related parties

Herald Holdings Ltd. - 180 164 -

Financing with associated parties

Four Jolly S.p.A. 29 - - 77

d) Also, due to the formal default in the obligations in the repayment of the loan capital instalments expired since
June 30, 2013, many covenants and negative pledges set forth by the current contracts of loan are disregarded
(many of them are subject to annual audit, some even every six months). Particularly not complied with are the 'cross default' clauses (so provided by almost all the current loans), the value-to-loan ratios (all mortgage loans provide for them) and some financial parameters referring to a minimum net equity, to the ratio between operating result and financial liabilities, the ratio between financial indebtedness and EBITDA. The agreement of indebtedness re-structuring under negotiation with the banks shall have to provide for new covenants coherent with the current situation of reference.
e) It is stated in advance that, due to the extreme volatility of the reference shipping markets which might imply frequent fluctuations and significant deviations, hardly justifiable, the Company does not release to market its industrial plans and also annual budgets and relevant updates are kept confidential.
Upon starting negotiations with the banks, an industrial plan on which the financial plan is based was prepared, with the assistance of an independent advisor, Venice Shipping Logistic Spa (VSL). The estimations on freight rates for 2014 financial year (reflected in the annual budget) have not been met, mainly due to the dry-bulk shipping market being much lower than expected.
Particularly, the average freights in the Year 2014 for Handy and Supramax bulk carrier units are respectively
30% and 18% lower than estimated, and the negative trend continued in this first part of Year 2015.
A new business plan has recently been prepared in light of the changing market climate and we subsequently updated the financial manouvre presented to the Banks for the financial indebtedness restructuring of the Group. As previously mentioned, the banks have recently expressed - through their lawyers - the willingness to subscribe specific standstill agreements, preparatory to sign a definitive and final Group restructuring agreement, that the parties intended to close by October 2015.

Other resolutions:

Report on the remuneration (Relazione sulla Remunerazione).

The Meeting expressed its favourable advice as to the first section of the Report on the Remuneration, concerning the Company remuneration policy for to all the Boards Directors, General Managers and Managers with strategic
tasks.

Expectations for 2015

The expectations for the Year 2015 are primarily related to the Group financial debt restructuring, firstly through the planned signing of specific standstill agreements which will allow the Group to carry out some planned asset
disposals and, subsequently, the signature of the definitive restructuring agreement, that the parties intended to close by October 2015.
As far as the freight market, the first half of the year has been characterized by a strong depression in the dry cargo segment, whilst a very satisfactory trend was registered in the tanker market; the expectations are for a confirmation of the current values for tankers and for a beginning of the desired resumption of the revenues of dry cargo vessels, also because of the very low current levels, unsustainable in the medium term.
It is obviously quite difficult to anticipate the future of such volatile markets, influenced by lots of factors, not only economic. As to the evaluation of results of our fleet in the course of the year, it is worth considering that the market risk applies to approximately 60% of total vessel/time available for the second half-year, the residue being covered by already defined employments.

Company contacts : Marco Tassara/Elena Bertone phone [phone]

Email:[e-mail]

Web site:www.premuda.net

30.06.2015

Premuda S.p.A. Statement of Financial Position 31 December 2014

ASSETS FIXED ASSETS: Tangible fixed assets	at 31.12.2014 44,795,888	at 31.12.2013 55,726,898
Vessels	44,166,003	55,032,627
vessels under construction	468,320	522,285
Other fixed assets	161,565	171,986
Participations	80,140,668	79,897,068
Controlled companies	55,754,170	55,754,170
Associated companies	23,752,702	23,752,702
Other companies	633,796	390,196
Other financial assets	75,382,398	64,602,397
Loans	75,380,000	64,600,000
Other investments	2,398	2,397
Total Fixed Assets	200,318,954	200,226,363
Current Assets
Inventories	1,552,018	2,208,419
Consumables	1,552,018	1,287,534
Voyages in progress	-	920,885
Receivables	6,557,403	6,063,390
Clients	1,046,421	1,485,666
Prepayments	868,914	1,082,836
Other receivables	4,642,068	3,494,888
Activities held for sale - fleet	-	4,415,486
Financial current assets	67,625	42,098
Cash and cash equivalent	6,627,060	8,843,963
Total Current Assets	14,804,106	21,573,356
TOTAL ASSETS	215,123,060	221,799,719

LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' Equity	at 31.12.2014	at 31.12.2013
Share capital	93,890,967	93,890,967
Share premium reserve	11,200,953	11,200,953
Legal reserve	18,778,193	18,778,193
Other reserves	3,230,486	7,902,764
Profit (loss) for the year	(10,820,335)	(4,628,853)
Total Shareholders' Equity	116,280,264	127,144,024
Long-Term Liabilities
Provisions	1,114,321	2,960,000
Provision for staff leave	650,726	628,388
Total Long-Term Liabilities	1,765,047	3,588,388
Current Liabilities
Short-terms bank debts	88,550,430	83,764,004
Suppliers	4,662,989	3,976,244
Corporate tax	1,995,999	733,716
Accruals	882,601	1,269,905
Other debts	985,730	1,323,438
Total Current Liabilities	97,077,749	91,067,307
Total Liabilities	98,842,796	94,655,695
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	215,123,060	221,799,719

Premuda S.p.A. Income Statement

Net revenue	year 2014 23,506,517	year 2013 37,988,256
Voyage costs	(4,345,603)	(11,467,850)
Time Charter revenues	19,160,914	26,520,406
Charter hire	(183,489)	-
Running costs	(10,980,534)	(12,250,523)
Fleet margin	7,996,891	14,269,883
Profit on vessel sales	2,192,212	665,797
Administrative expenses	(9,171,467)	(7,785,403)
Other (cost)/income	10,415	(2,689,025)
Depreciation Impairment of assets	(7,807,713) -	(9,681,936) -
Operating profit/(loss)	(6,779,662)	(5,220,684)
Financial items Revaluation/(Impairment) of participations	(4,010,673) -	591,831 -
Profit/(loss) before tax	(10,790,335)	(4,628,853)
Tax on profit	(30,000)	-
Net profit/(loss) for the year	(10,820,335)	(4,628,853)

Net profit/(loss) per share (*) (0.058) (0.025) Statement of Comprehensive Income

year 2014 year 2013

Net profit/(loss) for the year	(10,820,335)	(4,628,853)
Conversion exchange differences	(25)	(166,779)
Total net profit/(loss)	(10,820,360)	(4,795,632)

(*) NET PROFIT PER SHARE AND DILUTED NET PROFIT PER SHARE ARE THE SAME

Premuda S.p.A. Cash Flow Statement

(Euro)

year 2014 year 2013

A) CASH POSITION AT YEAR BEGINNING 8,843,963 23,226,079 B) CASH FLOW FROM OPERATING ACTIVITIES

Profit (loss) for the year (10,820,335) (4,628,853) Unrealized exchange differences 4,588,000 (1,428,930) Interest charges 3,124,037 3,008,320

Interest income (3,265,833) (2,864,542) Tax on profit (30,000) -

Depreciation 7,807,713 9,681,936

Net change in other provisions (1,845,679) 2,400,000 (Profit)/loss on assets disposal (2,202,627) (676,772) Net change in Staff's leave provision 22,338 (47,564) Subtotal: Cash flow from operating activities before

working capital changes (2,562,386) 5,443,595

Change in financial current assets (25,527) (4,347) Change in receivables (494,012) 1,967,020

Change in inventories 656,401 2,368,213

Change in suppliers and other current liabilities 596,206 (5,666,137)

Total cash flow from operating activities (1,829,318) 4,108,343 C) CASH FLOW FROM INVESTING ACTIVITIES

Investments in assets:

- tangible (1,745,321) (223,161)

- financial (243,600) - Sale of tangible fixed assets 7,070,734 5,290,830

Interest income cashed 3,248,262 2,864,542

Total cash flow from investing activities 12.746,071 7,932,211 D) CASH FLOW FROM FINANCING ACTIVITIES

Repayment of bank loan 198,426 (20,842,724) Net change in financial fixed assets (10,780,001) (2,500,000) Interest charges (cash) (2,508,657) (2,944,563) Other changes (43,424) (135,383) Total cash flow from financing activities (13,133,656) (26,422,670)

E) CASH FLOW OF THE PERIOD (B + C + D) (2,216,903) (14,382,116) F) CASH POSITION AT THE END OF THE PERIOD (A + E) 6,627,060 8,843,963 Premuda Group Consolidated Statement Of Financial Position 31 December 2013

(Euro/000)

ASSETS Fixed Assets: Tangibile fixed assets	31.12.2014 442,822	at 31.12.2013 406,690
Vessels	441,203	373,372
Vessels under construction	-	31,727
Real estate	468	522
Other fixed assets	1,151	1,069
Participations	21,019	19,194
Associated companies	20,385	18,804
Other companies	634	390
Other financial assets	165	165
Other investments	165	165
Total Fixed Assets	464,006	426,049

Current Assets Inventories	1,749	2,664
Consumables	1,749	1,743
Voyages in progress	-	921
Receivables	16,985	24,392
Clients	11,112	18,800
Prepayments	2,757	2,595
Other receivables	3,116	2,997
Other current assets	68	4,458
Financial	68	42
Assets held for sale - fleet	-	4,416

Cash and cash equivalent	18,056	14,455
Total Current Assets	36,858	45,969
TOTAL ASSETS	500,864	472,018

Premuda Group Consolidated Statement Of Financial Position

(Euro/000)

LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' Equity	31.12.2014	31.12.2013
Share capital	93,891	93,891
Share premium reserve	11,201	11,201
Legal reserve	18,778	18,778
Retained profit	15,861	34,851
Profit (loss) for the year	(41,796)	(32,747)
Group shareholders' Equity	97,935	125,974
Minority Interest:
Capital and reserve	64	56
Profit for the year	6	8
Total Shareholders' Equity	98,005	126,038
Long-term Liabilities
Debt to third parties	2,471	-
Provisions	10,447	15,940
Provision for staff leale	651	628
Total Long-term Liabilities	13,569	16,568
Current Liabilities Short-terms bank debts	370,294	310,912
Derivatives	173	-
Suppliers	9,653	12,011
Corporate tax	2,365	1,031
Accruals	5,449	3,565
Other debts	1,356	1,893
Total Current Liabilities	389,290	329,412
TOTAL LIABILITIES	402,859	345,980
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	500,864	472,018

Premuda Group Consolidated Income Statement

(Euro/000)

Net revenue	year 2014 68,367	year 2013 76,683
Voyage costs	(6,121)	(12,182)
Time Charter revenues	62,246	64,501
Charter hire	(10,039)	(10,000)
Running costs	(26,548)	(24,707)
Fleet margin	25,659	29,794
Profit on vessel sales	2,192	666
Administrative expenses	(21,345)	(14,946)
Other (cost)/income	(4,996)	(13,581)
Depreciation	(23,022)	(22,765)
Impairment of assets Operating profit/(loss)	- (21,512)	- (20,832)
Financial items	(19,243)	(9,143)
Profit/(loss) from associated companies	(768)	(2,593)
Profit/(loss) before tax	(41,523)	(32,568)
Tax on profit	(267)	(171)
Net profit/(loss)	(41,790)	(32,739)
Minority interest	6	8
Group's net profit/(loss)	(41,796)	(32,747)

Group's net profit/(loss) per share (euro) (0.223) (0.174) Consolidated Statement of Comprehensive Income

year 2014	year 2013
Group's net profit/(loss)	(41,796)	(32,747)
Conversion exchange differences	13,800	(4,525)
Hedge accounting effect	-	(1,189)
Total net profit/(loss)	(27,996)	(38,461)

Premuda Group Consolidated Cash Flow Statement

(Euro/000)

31.12.2014 31.12.2013

A) NET CASH POSITION AT YEAR START 14,455 34,700 B) CASH FLOW FROM OPERATING ACTIVITIES

Profit (loss) for the year (41,790) (32,739) Unrealized exchange differences 9,293 (1,664) Interest charges 10,420 10,008

Interest income (116) (95) Tax on profit 267 171

Depreciation 23,022 22,765

Net change in other provisions (5,493) 12,309 (Profit)/loss on assets disposal (2,206) (677) (Profit)/impairment of associated companies (1,582) 3,540

Change in payables to third parties 2,471 - Net change in Staff's leave provision 23 (48) Subtotal: Cash flow from operating activities

before working capital changes (5,691) 13,570

Change in receivables 7,406 5,599

Change in inventories 915 2,369

Change in financial current assets (26) (4) Change in suppliers and other current liabilities (1,306) 457

Total cash fl4ow from operating activities 1,298 21,991 C) CASH FLOW FROM INVESTING ACTIVITIES

Investments in assets:

- tangibile (35,999) (10,148)

- financial (244) - Sale of tangible fixed assets 12,161 5,285

Total cash flow from investing activities (24,082) (4,771) D) CASH FLOW FROM FINANCING ACTIVITIES

New loans 36,068 14,310

Repayment of bank loan (2,050) (37,583) Net change in financial fixed assets - 103

Interest income cashed 116 3

Interest charges paid (9,058) (8,608) Other changes 1,309 (5,690) Total cash flow from financing activities 26,385 (37,373)

E) CASH FLOW OF THE PERIOD (B + C + D) 3,601 (20,245) F) NET CASH POSITION AT THE END OF THE PERIOD (A+E) 18,056 14,455