Audit Report / Information • Dec 31, 2008
Audit Report / Information
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Nom de la Société: PSB Finance SA Siège social: 2, boulevard Konrad Adenauer, L-1115 Luxembourg N° du Registre de Commerce: B 118687
Code d'honneur : 1463
Le Bilan au 31 Décembre 2008 enregistré à Luxembourg, le avec les références a été déposé au Registre de Commerce et des Sociétés.
Pour mention aux fins de publication au Mémorial, Recueil Spécial des Sociétés et Associations.
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PSB Finance S.A. Société Anonyme R.C.S. Luxembourg B 118.687
ANNUAL ACCOUNTS AND REPORT OF THE REVISEUR D'ENTREPRISES
DECEMBER 31, 2008
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R.C.S. Luxembourg B 118.687
| Pages | |
|---|---|
| REPORT OF THE REVISEUR D'ENTREPRISES | $1 - 2$ |
| ANNUAL ACCOUNTS | |
| - Balance sheet | 3 |
| - Profit and loss accounts | 4 |
| - Notes to the annual accounts | $5 - 9$ |
Accounting Auditing Consulting & Outsourcing
To the Shareholders of PSB Finance S.A. Société Anonyme 2, boulevard Konrad Adenauer L-1115 Luxembourg
R.C.S. Luxembourg: B 118.687
We have audited the accompanying annual accounts of PSB Finance S.A., Société Anonyme, which comprise the balance sheet as at December 31, 2008 and the profit and loss account for the year ended December 31, 2008, and a summary of significant accounting policies and other explanatory notes.
The board of directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of annual accounts that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted by the Institut des réviseurs d'entreprises. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the judgment of the réviseur d'entreprises, including the assessment of the risks of material misstatement of the annual accounts. whether due to fraud or error. In making those risk assessments, the réviseur d'entreprises considers internal control relevant to the entity's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
AACO Sàrl Réviseur d'Entreprises Expert-comptable
Tél. : + 352 45 80 78-1 $Fax : + 352458078 - 55$ Capital social :12.500 EUR RC B 88 833 Fortis IBAN LU18 0030 2530 8546 0000
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the annual accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the annual accounts give a true and fair view of the financial position of PSB Finance S.A., Société Anonyme as of December 31, 2008 and of the results of its operations for the year ended December 31, 2008 in accordance with the Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts.
The annual report, which is the responsibility of the board of directors, is in accordance with the annual accounts.
A.A.C.O. S.à R.L.
Julien DIDIERUEAN
Luxembourg, December 3, 2009
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$\langle \rangle$
| ASSETS | 2008 EUR |
2007 EUR |
|---|---|---|
| FIXED ASSETS | ||
| Financial assets | ||
| Other Ioans (note 3) | 484.670.413 | 357.094.273 |
| CURRENT ASSETS | ||
| Debtors | ||
| Other debtors (note 4) | ||
| becoming due and payable within one year | 29.117.415 | 5.366.495 |
| Cash at banks | 18.682 | 63.124 |
| 29.136.097 | 5.429.619 | |
| TOTAL ASSETS | 513.806.510 | 362.523.892 |
| LIABILITIES | ||
| CAPITAL AND RESERVES | ||
| Subscribed capital (note 5) | 31.000 | 31.000 |
| PROVISIONS FOR LIABILITIES AND CHARGES | ||
| Provisions for taxation | 130.314 | 62.680 |
| Other provisions | 5.000 | |
| 135.314 | 62.680 | |
| CREDITORS | ||
| Bonds | ||
| Non-convertible bonds (note 6) | ||
| becoming due and payable within one year | 15.000.000 | |
| becoming due and payable after more than one year Other creditors |
484.670.413 | 357.094.273 |
| becoming due and payable within one year | 13.969.783 | 5.335.939 |
| 513.640.196 | 362.430.212 | |
| TOTAL LIABILITIES | 513.806.510 | 362.523.892 |
The accompanying notes are integral part of these annual accounts.
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| CHARGES | 2008 EUR |
2007 EUR |
|---|---|---|
| Other operating charges | 2.238.621 | 990.324 |
| Other interest payable and similar charges (note 6) | 42.064.108 | 34.380.322 |
| Income tax | 76.195 | 54.157 |
| TOTAL CHARGES | 44.378.924 | 35.424.803 |
| INCOME | ||
| Other operating income | 2.304.627 | 4.465.705 |
| Income from loans forming part of the fixed assets (note 3) | 42.064.108 | 30.959.098 |
| Interest receivable and similar income | 10.189 | |
| TOTAL INCOME | 44.378.924 | 35.424.803 |
The accompanying notes form an integral part of these annual accounts.
PSB Finance S.A. (hereafter referred to as the « Company ») is a company incorporated under the law of Luxembourg on August 3, 2006 under the legal form of a "Société Anonyme", as a public limited liability company, for an unlimited duration.
The Company's registered office is 2, boulevard Konrad Adenauer, L-1115 Luxembourg and the Company is registered in the Trade Register under number B 118.687 in Luxembourg.
The corporate object of the Company is:
The Company may carry out any transactions, whether commercial or financial, which are directly or indirectly connected with its corporate object at the exclusion of any banking activity.
In general, the Company may carry out any operation which it may deem useful or necessary in the accomplishment and the development of its corporate purpose.
The accounting year begins on January 1st of each year and ends on December 31st of the subsequent year.
The Company maintains its books and records in euros (« EUR ») and presents its annual accounts in conformity with generally accepted accounting principles in Luxembourg which include the following significant accounting policies:
Assets, except participations, and liabilities stated in other currencies than EUR are translated at the exchange rate prevailing at the balance sheet date. Transactions denominated in other currencies than EUR are translated at the rate prevailing at the transaction date.
Where there is an economic link between an asset and a liability, theses are valued in total according to the method described above and the net unrealized loss is recorded in the profit and loss account.
Other loans are valued at purchase price. Value adjustments are made in case of durable depreciation in value according to the opinion of the Board of Directors. So they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised.
At the end of each financial year, consideration is given to the constitution of provision for taxation. Provisions set up in previous years are reviewed and may be written back as extraordinary income if they no longer prove necessary.
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Gross book value at the beginning of the year | 357.094.273 | 246.473.533 |
| Additions for the year | 93.902.592 | 147.503.223 |
| Foreign exchange differences | 33.673.548 | (36.882.483) |
| Gross book value at the end of the year | 484.670.413 | 357.094.273 |
| Net book value at the end of the year | 484.670.413 | 357.094.273 |
As at December 31, 2008, other loans are as following:
| Borrower | Principal amount | Interest rate | Maturity date |
|---|---|---|---|
| PROMSVYAZBANK | USD 225,000,000 | 8.750 % | October 20, 2011 |
| PROMSVYAZBANK | USD 200,000,000 | 9,625% | May 23, 2012 |
| PROMSVYAZBANK | USD 100.000.0001 | 12.50 % | January 31, 2018 |
| PROMSVYAZBANK | USD 150,000.000 | 10,75 % | July 15, 2013 |
1On 31 January 2008, the conditions of the subordinated loan to PROMSVYAZBANK for an amount of USD 100,000,000 accorded on July 20, 2007 have changed with a new interest rate at 12.5% per annum and a maturity date on January 31, 2018.
As at December 31, 2008, the Company accorded several loans to OPEN JOINT STOCK COMPANY PROMSVYAZBANK, a joint stock company established under the laws of the Russian Federation, for a total amount of USD 675.000.000, appreciated for a total amount of EUR 484.670.413. The interest receivable for the year 2008 amounts to EUR 42.064.108.
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Loan to PROMSVYAZBANK (Series 1) | 15.000.000 | |
| Interests on loans | 13.969.782 | 5.248.318 |
| Arrangement fees receivable | 147.633 | 118.177 |
| 29.117.415 | 5.366.495 |
On July 1. 2008, the Company accorded a new loan to PROMSVYAZBANK for an amount of EUR 15,000,000. The loan bears fixed interest at a rate of 9.625% per annum. The maturity date is April 1, 2009.
As at April 1, 2009, PROMSVYAZBANK totally repaid the principal amounts and the interests of the loan.
a) Subscribed capital
The subscribed capital amounts to EUR 31.000 and is represented by 310 shares with a nominal value per unit of EUR 100,00.
b) Legal reserve
Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the annual net income, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.
| Within one year EUR |
More than one year EUR |
|
|---|---|---|
| Gross book value at the beginning of the year | 357.094.273 | |
| Additions for the year | 15.000.000 | 161.392.637 |
| Disposals for the year | (67.490.045) | |
| Foreign exchange differences | 33.673.548 | |
| Gross book value at the end of the year | 15.000.000 | 484.670.413 |
| Net book value at the end of the year | 15.000.000 | 484.670.413 |
As at December 31, 2008, the non convertible bonds are as following:
| Denomination | Face value outstanding |
Issue date | Interest rate | Repayment date |
|---|---|---|---|---|
| XS0272236489 Senior Loan Participation Notes |
USD 225.000.000 | October 20, 2006 | 8,750 % | October 20, 2011 |
| XS0272237370 Subordinated Loan Participation Notes |
USD 200,000,000 | October 20, 2006 | 9,625% | May 23, 2012 |
| XS0312298713 Floating Rate Loan Participation Notes |
USD 0.00' Redeemed January 31, 2008 |
July 20, 2007 | $4.5% + US$ quarterly LIBOR |
January 31, 2018 |
| XS0343690466 Floating Rate Loan |
USD 100.000.000' | January 31, 2008 | 12,50 % | January 31, 2018 |
| XS0375091757 Loan Participation Notes Series 2 MTN |
USD 150,000,000 | July 15, 2008 | 10.75 % | July 15, 2013 |
| XS0373509404 Loan Participation Notes Series 1 MTN |
EUR 15,000,000 | July 1, 2008 | 9,625 % | April 1, 2009 |
1 As of January 28, 2008, it was decided the issuance of USD 100.000.000,00 12,5 % Loan Participation Notes, due 2018, for the sole purpose of financing the redemption in full of the USD 100.000.000,00 Loan Participation Notes due 2018 to the Company, issued on July 20, 2007.
The interest payable for the year 2008 amounts to EUR 42.064.108.
As at April 1, 2009, the Company redeemed the Loan Participation Notes for an amount of EUR 15.000.000,00 and the relative interests.
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