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Escher Group Holdings plc
Annual report 2011
53
Financial statements
Corporate governance
Business review
Overview
24. Related party disclosures
continued
Guarantees
In connection with the Irish Bank Resolution Corporation (IBRC) Facility Agreement, Bernard Somers and John Quinn each
entered into personal guarantees in respect of the obligations of Escher Group Ltd. Under the IBRC Facility Agreement each
of their personal guarantees is limited to a principal amount of US$1m. Fionnuala Higgins and Liam Church entered into a personal
guarantee on a joint and several basis in respect of the IBRC Facility Agreement. This personal guarantee is limited to a principal
amount of US$3 million. All three personal guarantees include a mechanism for a potential reduction in the liability cap based
on the performance of Escher Group Limited. The fair value of these guarantees is considered to be US$ nil. The guarantees
were released following the refinancing of the company in January 2012 (see note 25 for further details).
2011
US$’000
2010
US$’000
Compensation of key management personnel (including Directors)
Salaries and other short-term employee benefits
900
824
Share based payments
—
78
Post-employment benefits
76
73
976
975
Ordinary shares
31 December
2011
Acquired
during
FY 2011
31 December
2010
Directors
Liam Church
2,060,160
2,034,408
25,752
Fionnuala Higgins
2,060,160
2,034,408
25,752
Michael Smurfit Jnr
(1)
1,195,315
1,182,815
12,500
John Quinn
985,840
973,517
12,323
Bernard Somers
745,840
736,517
9,323
Trevor McIntyre
48,000
47,400
600
Paul Taylor
—
—
—
(1) Representative of Bacchantes which is a shareholder of the company.
During 2011, the Directors did not purchase any shares. The movements above reflect the bonus issue and share split as
outlined in note 21. Also Bacchantes, who are represented by Michael Smurfit Jnr, received 195,315 shares in lieu of payment of
a debenture (please see note 18 for further details).
25. Subsequent events
On 5 January 2012, the Group undertook a refinancing with Bank of Ireland where existing bank loans and debentures were repaid
and new debt was raised with Bank of Ireland. This new financing put in place a US$9.7 million term loan facility and a revolving
twelve-month facility for US$1.8 million. The term loan is amortising, being fully repayable by 2015. On 31 January 2012, the first
capital repayment of US$1.4 million was paid.
In January 2012, Escher signed a significant new contract with the USPS. This new contract has a 54‑month base period with
further options for renewal and is expected to generate, over a fifteen-year term, approximately US$50 million in revenue for
the Group, but with scope for substantial additional revenue. In addition, a new six-year contract was signed in March 2012
with the Pakistan Post Office.
26. Company only income statement
In accordance with Section 148(8) of the Companies Act 1963 and Section 7(1)(A) of the Companies (Amendment ) Act 1986,
the Company is availing of the exemption from presenting its individual income statement to the Annual General Meeting and
from filling it with the Registrar of Companies. The company’s loss for the financial year is US$727,000 (2010: US$nil).