Bank Loans-secured
(a) Danish Ship Finance A/S loan
In March 2008 GAS-one Ltd. entered into a bank loan facility of up to $174,033 with Danish Ship Finance A/S in order to partially finance the construction of an LNG vessel. On March 9, 2012, GAS-one Ltd. entered into an amending and restating agreement with Danish Ship Finance A/S. The
amendment defines that the guarantors are GasLog and GasLog Carriers Ltd. The balance outstanding as of December 31, 2014 was $127,901 (2013: $136,152) and is repayable in 22 consecutive quarterly installments of $2,063 together with a final balloon payment of $82,516 payable concurrently with the
last installment in May 2020. The loan bears interest at LIBOR plus a margin. GAS-one Ltd. is also required to maintain at all times minimum liquidity of $1,500 and was in compliance as of December 31, 2014.
As of December 31, 2014, GAS-one Ltd. has classified in restricted cash an amount of $1,826 representing the 90% of its free cash pursuant to a specific clause in its loan agreement providing for the charterers to have exercised their option to extend their charter, with effect on and from 12 months
prior to the expiry of the charter. The amount held is classified as a current asset and will be restricted until GAS-one Ltd. enters into a replacement charter (Note 7).
(b) DNB Bank ASA, UBS AG, National Bank of Greece S.A., Commonwealth Bank of Australia and Skandinaviska Ensklida Banken AB (publ) loan
On November 17, 2009, GAS-two Ltd. refinanced the then existing loan of $80,000 by entering into a syndicated loan agreement of up to $147,500 with DnB Nor Bank ASA, National Bank of Greece and UBS AG. The first draw-down on the new facility was $80,000 and was used to repay the
existing facility. The post-delivery tranche of up to $67,500 was drawn upon delivery of the vessel (GasLog Singapore).
On March 14, 2012, GAS-two Ltd. entered into an amending and restating agreement with respect to the syndicate facility with DnB Bank ASA (formerly known as DnB Nor Bank ASA), National Bank of Greece and UBS AG. The amendment defines that the guarantors are GasLog and GasLog
Carriers Ltd.
On May 17, 2013, GAS-two Ltd. signed a loan agreement with DNB Bank ASA, acting through its London Branch, UBS AG, National Bank of Greece S.A., Commonwealth Bank of Australia and Skandinaviska Enskilda Banken AB (publ) for a term loan facility of up to $110,000 and a revolving
credit facility of up to $50,000 for the purpose of refinancing the facility of GAS-two Ltd. with DnB Nor Bank ASA, National Bank of Greece and UBS AG which was due to mature in March 2014 (existing facility) and for general corporate purposes. Total amount drawn under the term loan and the
revolving credit facility should not exceed 72.5% of the vessels value. The revolving credit facility is available for drawing on a fully revolving basis in minimum amounts of $5,000 until three months prior to the maturity date in May 2018. On May 28, 2013, GAS-two Ltd. drew down $110,000 from the
term loan facility and repaid the outstanding amount of the existing facility of $101,443. On September 25, 2013, GAS-two Ltd. drew down $39,494 from the revolving credit facility. On January 27, 2014, GAS-two Ltd. drew down $2,681 from the revolving credit facility with DNB Bank ASA, acting
through its London Branch, UBS AG, National Bank of Greece S.A., Commonwealth Bank of Australia and Skandinaviska Ensklida Banken AB (publ). As of December 31, 2014, the undrawn amount from the revolving facility was $7,825 and the balance outstanding was $42,175 which is classified under
current liabilities. The balance outstanding as of December 31, 2014 of the term loan was $95,000 and is repayable in 14 consecutive quarterly installments of $2,500 together with a final balloon payment of $60,000 payable concurrently with the last installment in May 2018. The loan bears interest at
LIBOR plus a margin.
(c) DnB Bank ASA and Export-Import Bank of Korea
On March 14, 2012, GAS-three Ltd. and GAS-four Ltd. entered into a loan agreement of up to $272,500 with DnB Bank ASA and the Export-Import Bank of Korea in order to partially finance the acquisition of two LNG vessels. On January 18, 2013 and March 19, 2013, GAS-three Ltd. and
F-31
GAS-four Ltd. drew down $272,500 in total from the loan facility for the financing of the GasLog Shanghai and the GasLog Santiago. Both loans bore interest at LIBOR plus a margin. In connection with GasLog Partners IPO on May 12, 2014, the credit facility was amended to, among other things,
permit GasLog to contribute GAS-three Ltd. and GAS-four Ltd. to the Partnership and add GasLog Partners Holdings LLC, as a guarantor. On November 19, 2014, the outstanding amount of $246,432 for both tranches under the credit facility, was fully repaid.
(d) Nordea Bank Finland PLC, ABN Amro Bank N.V. and Citibank International PLC syndicated loan
On October 3, 2011, GAS-five Ltd. and GAS-six Ltd. entered into a loan agreement of up to $277,000 with Nordea Bank Finland PLC, ABN Amro Bank N.V. and Citibank International PLC in order to partially finance the acquisition of two LNG vessels. The loan agreement provided for two equal
tranches that were drawn on May 24, 2013 and July 19, 2013 for the financing of the GasLog Sydney and the GasLog Skagen, respectively. In connection with the GasLog Partners IPO on May 12, 2014, the credit facility entered was amended to, among other things, (1) divide the facility into two
separate facilities on substantially the same terms as the initial facility, with one of the facilities executed by GAS-five Ltd. for the portion allocated to the GasLog Sydney, (2) permit GasLogs contribution of GAS-five Ltd. to the Partnership and (3) add GasLog Partners Holdings LLC as a guarantor
and remove GasLog Carriers Ltd., a wholly owned subsidiary of GasLog, as guarantor in connection with the GAS-five Ltd. facility. In connection with these amendments, the Partnership prepaid $82,634 of the new GAS-five Ltd. facility with proceeds of the initial public offering. On November 19, 2014,
the outstanding amount of $48,225 under the GAS-five Ltd credit facility was fully repaid. The balance outstanding as of December 31, 2014 of the GAS-six Ltd. credit facility was $128,316 and is repayable in 19 consecutive quarterly installments of $2,037 together with a final balloon payment of $89,618
payable concurrently with the last installment in July 2019. The loan bears interest at LIBOR plus a margin. The Borrower is required to have a minimum liquidity of $1,500 following the loan drawdown date.
(e) Credit Suisse AG
On January 18, 2012 GAS-seven Ltd. entered into a loan agreement of up to $144,000 with Credit Suisse AG, for the purpose of financing one of the newbuilding vessels. The agreement provides for a single tranche that was drawn on December 4, 2013 for the financing of the GasLog Seattle. The
loan bears interest at LIBOR plus a margin. The balance outstanding as of December 31, 2014 was $136,000 and is repayable in 24 consecutive quarterly installments of $2,000 together with a final balloon payment of $88,000 payable concurrently with the last installment in December 2020.
(f) DnB Bank ASA, Commonwealth Bank of Australia, Danish Ship Finance A/S, ING Bank N.V. and Skandinaviska Enskilda Banken AB (publ)
On December 23, 2011, GAS-eight Ltd., GAS-nine Ltd. and GAS-ten Ltd. entered into a loan agreement (the Principal Agreement) for a senior secured credit facility of up to $435,000 with DnB Bank ASA, Commonwealth Bank of Australia, Danish Ship Finance A/S, ING Bank N.V. and
Skandinaviska Enskilda Banken AB (publ) for the purpose of financing three of the newbuilding vessels. The loan agreement provides for three tranches, to be drawn upon delivery of each newbuilding vessel. On June 24, 2014, GAS-eight Ltd. drew down $143,000 from the loan facility, to partially
finance the delivery of the Solaris and on December 10, 2014, GAS-nine Ltd. drew down $146,000 from the loan facility to partially finance the delivery of the GasLog Saratoga. The balance outstanding as of December 31, 2014 of the GAS-eight Ltd. tranche was $139,020 and is repayable in 26
consecutive quarterly installments of $1,990 with balloon payments of $87,280, and the balance outstanding as of December 31, 2014 of the GAS-nine Ltd. tranche was $146,000 and is repayable in 28 consecutive quarterly installments of $2,030 with balloon payments of $89,160. The loan bears interest at
LIBOR plus a margin. Each of the borrowers is required to have a minimum liquidity of $1,500 following the loan drawdown date.
F-32
On October 23, 2014, GasLog received a waiver letter from DNB Bank ASA, acting as agent of the loan facility of GAS-eight Ltd., GAS-nine Ltd. and GAS-ten Ltd., relating to the failure of GAS-nine Ltd. and GAS-ten Ltd. to secure relevant charter parties as required by the aforementioned loan
facility. The waiver permits (subject to proper documentation being executed) the drawdown of the relevant tranches notwithstanding that the charter arrangements have not been secured. Subsequent to the waiver letter, on December 2, 2014 a supplemental deed was signed with the lenders which among
other amendments to the Principal Agreement requested for an aggregate amount of $21,000 to be maintained in blocked accounts until the time that an acceptable charter party agreement has been entered into after the delivery date of the respective vessels. The amounts held in blocked accounts were
classified as restricted cash under current assets (Note 7).
As the aforementioned waiver did not result in substantially different terms to the Principal Agreement, the amendments are considered a modification of the existing terms. Consequently the additional fees incurred during the year ended December 31, 2014 which amounted to $250 have been
accounted as deferred financing fees and will be amortized over the remaining term of the loan facility.
(g) Citibank N.A., London Branch, Citibank International Plc. and DVB America N.V.
On September 25, 2013, GAS-fifteen Ltd. signed a loan agreement with Citibank N.A., London Branch and Citibank International Plc., for a term loan facility of $100,000 to partially finance the acquisition of the GasLog Chelsea drawn on September 26, 2013. In October 2013, Citibank International
Plc., the existing lender of the GAS-fifteen Ltd. facility, transferred $50,000 of the outstanding facility to DVB Bank America N.V. There was no other change to the terms of the original agreement. The balance outstanding as of December 31, 2014 was $93,330 and is repayable in eight semi-annual
installments of $3,335 together with a final balloon payment of $66,650 payable concurrently with the last installment in September 2018. The loan bears interest at LIBOR plus a margin.
(h) Citibank, N. A. London Branch
On April 1, 2014, in connection with the acquisition of the three LNG carriers from BG Group (Note 6), GAS-sixteen Ltd., GAS-seventeen Ltd. and GAS-eighteen Ltd. signed a loan agreement of $325,500 with Citibank, N.A. London Branch acting as security agent and trustee for and on behalf of
the other finance parties. The loan had a two year maturity without intermediate payments bearing interest at LIBOR plus a margin and was drawn on April 9, 2014, to partially finance the deliveries of the Methane Rita Andrea, the Methane Jane Elizabeth and the Methane Lydon Volney. In connection
with the closing of the Partnerships acquisition of the two entities that own the Methane Rita Andrea and the Methane Jane Elizabeth on September 29, 2014, GasLog entered into a supplemental deed to the facility agreement dated April 1, 2014 that, among other things, permitted the Partnership (or its
subsidiary) to acquire GAS-sixteen Ltd. and GAS-seventeen Ltd. from GasLog and required, as a condition precedent to such acquisition, the Partnership and GasLog Partners Holdings LLC to guarantee the obligors obligations under the facility. The debt of $217,000 was assumed by the Partnership for
the acquisition of GAS-sixteen Ltd. and GAS-seventeen Ltd. On October 9, 2014, the Partnership prepaid $25,000 from the proceeds of the follow-on equity offering. The assumed balance of $192,000 was fully repaid on November 19, 2014. The balance outstanding as of December 31, 2014 related to
GAS-eighteen Ltd. was $108,500 and is repayable in full in April 2016 without intermediate payments.
On May 14, 2014, in connection with the acquisition of the three additional LNG carriers from BG Group (Note 6), GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. signed a loan agreement of $325,500 with Citibank N.A. London Branch, acting as security agent and trustee for and
on behalf of the other finance parties. The loan has a two year maturity without intermediate payments bearing interest at LIBOR plus a margin and $108,500 was drawn on June 3, 2014, on June 10, 2014 and on June 24, 2014 to partially finance the deliveries of the Methane Shirley Elisabeth, the
Methane Heather Sally and the Methane Alison Victoria respectively. The aggregate
F-33
balance outstanding under the facility as of December 31, 2014, was $325,500 and is repayable in full in June 2016 without intermediate payments.
(i) Citibank, Nordea Bank Finland plc, London Branch, DVB Bank America N.V., ABN Amro Bank N.V., Skandinaviska Ensklida Banken AB and BNP Paribas
On November 12, 2014, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd, GasLog Partners and GasLog Partners Holdings LLC entered in a loan agreement with Citibank acting as security agent and trustee for and on behalf of the other finance parties
mentioned above, for a credit facility for up to $450,000 (the GasLog Partners Credit Facility) for the purpose of refinancing in full the existing debt facilities. The agreement provides for a single tranche that was drawn on November 18, 2014. The credit facility bears interest at LIBOR plus a margin
and is repayable in 20 equal quarterly installments of $5,625 each and a final balloon payment of $337,500 together with the last quarterly installment in 2019. The balance outstanding as of December 31, 2014 was $450,000. The aforementioned refinancing is considered an extinguishment of the existing
debt facilities. Consequently, the unamortized loan fees of $9,019 were written off to profit or loss for the year ended December 31, 2014.
Securities covenants and guarantees
The obligations under the aforementioned facilities are or with respect to the undrawn facility will be secured by a first priority mortgage over the vessels, a pledge of the share capital of the respective vessel owning companies and a first priority assignment of earnings related to the vessels, including
charter revenue, management revenue and any insurance and requisition compensation. Obligations under the GasLog Partners Credit Facility are facilities guaranteed by the Partnership and GasLog Partners Holdings LLC, while obligations under the remaining facilities are guaranteed by GasLog and
GasLog Carriers Ltd. The facilities include customary respective covenants, and among other restrictions the facilities include a fair market value covenant pursuant to which an event of default could occur under the facilities if the aggregate fair market value of the collateral vessels (without taking into
account any charter arrangements) were to fall below 120% of the aggregate outstanding principal balance under the facilities and any negative marked-to market value arising under any hedging transaction. The Group was in compliance with the required minimum security coverage as of December 31,
2014.
Committed Loan Facilities
On December 19, 2014, the Group accepted two commitment letters from DnB Bank ASA, acting through its London Branch, for a senior secured term loan facility of up to $325,000 and a subordinated term loan facility of up to $135,000 with a two year maturity, for the purpose of financing the
two ships to be acquired from BG Group. The senior secured term loan facility will be repaid in one bullet installment on the final maturity date and the subordinated term loan facility will be repaid in four consecutive quarterly installments of $16,875, beginning 15 months after the signing date, with a
balloon payment equal to $67,500 payable on the final maturity date. Amounts drawn will bear interest at LIBOR plus a margin.
Senior Unsecured Notes
On June 27, 2013, GasLog issued a senior unsecured bond of NOK 500,000 (or $83,206 based on the exchange rate on June 27, 2013) that will mature on June 27, 2018. On May 2, 2014, GasLog closed a follow-on issue of the Norwegian bond of NOK 500,000 (or $83,612 based on the exchange rate
on closing date) at a premium of $4,180 (based on the exchange rate on closing date). The total outstanding balance of the Norwegian bond, including the follow-on issue (the Bond) amounts to NOK 1 billion.
The Bond bears interest at NIBOR plus margin. Interest payments shall be made in arrears on a quarterly basis. GasLog may redeem the Bond in whole or in part as follows (Call Option): (a) with settlement date at any time from June 27, 2016 to but not including June 27, 2017 at 105.00%
F-34
of par plus accrued interests on redeemed amount, (b) with settlement date at any time from June 27, 2017 to but not including December 27, 2017 at 103.00% of par plus accrued interests on redeemed amount, and (c) with settlement date at any time from December 27, 2017 to but not including the
maturity date at 101.75% of par plus accrued interests on redeemed amount.
The carrying amount of the Bond, net of unamortized financing costs and unamortized premium, as of December 31, 2014 was $132,685, while its fair value was $133,353 based on a NOK/USD exchange rate of 0.1347 as of December 31, 2014.
Corporate guarantor financial covenants
GasLog Partners financial covenants
GasLog Partners as corporate guarantor for the GasLog Partners Credit Facility is subject to specified financial covenants on a consolidated basis. These financial covenants include the following as defined in the agreements:
|
|
(i) |
|
the aggregate amount of all unencumbered cash and cash equivalents must be not less than the higher of 3% of total indebtedness or $15,000; |
|
|
(ii) |
|
total indebtedness divided by total assets must be less than 60%; |
|
|
(iii) |
|
the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing 12 months basis must be not less than 110%; and |
|
|
(iv) |
|
the Partnership is permitted to declare or pay any dividends or distributions, subject to no event of default having occurred or occurring as a consequence of the payment of such dividends or distributions.
|
The GasLog Partners Credit Facility also imposes certain restrictions relating to GasLog Partners, including restrictions that limit its ability to make any substantial change in the nature of its business or to change the corporate structure without approval from the lenders.
Compliance with the financial covenants is required on a semi-annual basis. GasLog Partners was in compliance with the respective financial covenants as of December 31, 2014.
GasLogs financial covenants
GasLog, as corporate guarantor for the loan facilities listed above except for the GasLog Partners Credit Facility, is subject to specified financial covenants on a consolidated basis. GasLog Carriers Ltd. is not subject to any financial covenants.
The financial covenants include the following:
|
|
(i) |
|
net working capital (excluding the current portion of long-term debt) must be not less than $0; |
|
|
(ii) |
|
total indebtedness divided by total assets must not exceed 75%; |
|
|
(iii) |
|
the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing 12 months basis must be not less than 110%; |
|
|
(iv) |
|
the aggregate amount of all unencumbered cash and cash equivalents must be not less than the higher of 3% of total indebtedness or $20,000 after the first drawdown; |
|
|
(v) |
|
GasLog is permitted to pay dividends, provided that the Group holds unencumbered cash and cash equivalents equal to at least 4% of its total indebtedness subject to no event of default having occurred or occurring as a consequence of the payment of such dividends; and |
|
|
(vi) |
|
the Groups market value adjusted net worth must at all times be not less than $350,000.
|
The credit facilities also impose certain restrictions relating to GasLog, including restrictions that limit its ability to make any substantial change in the nature of its business or to engage in transactions that would constitute a change of control, as defined in the relevant credit facility,
F-35
without repaying all of the Groups indebtedness in full, or to allow the Groups largest shareholders to reduce their shareholding in GasLog below specified thresholds.
GasLog as issuer of the Bond is required to comply with the financial covenants (ii), (iii), (iv) and (vi) listed above. In addition, the NOK denominated bond agreement signed on June 25, 2013, between GasLog Ltd. and the bond trustee, as amended, or the Bond Agreement, includes a dividend
restriction according to which we may not (i) declare or make any dividend payment or distribution, whether in cash or in kind, (ii) repurchase any of our shares or undertake other similar transactions (including, but not limited to, total return swaps related to our shares), or (iii) grant any loans or make
other distributions or transactions constituting a transfer of value to our shareholders (items (i), (ii) and (iii) collectively referred to as the Distributions) that in aggregate exceed during any calendar year 50% of our consolidated net profit after taxes based on the audited annual accounts for the
previous financial year (any unutilized portion of the permitted dividend pursuant to the above may not be carried forward). On November 14, 2014, GasLog signed an amendment to its Bond Agreement to revise the covenants to reflect GasLogs growth and the anticipated growth of GasLog Partners.
Under the amended agreement (a) GasLog is permitted to make Distributions up to an aggregate maximum per share, for the years 2014, 2015, 2016, 2017 and 2018 of $0.70/share, $1.00/share, $1.10/share, $1.20/share and $1.30/share, respectively, provided that total indebtedness divided by total assets
(giving pro forma effect for the Distribution) does not exceed 67.5% immediately after the Distribution is made, the ratio of EBITDA over debt service obligations on a trailing 12 months basis ending the quarter immediately prior to that in which the Distribution is made is no less than 115.0% and no
event of default would result from such Distribution, (b) the amount of debt or committed debt availability that GasLog provides to GasLog Partners cannot exceed $75,000, and (c) GasLog has agreed to pay a one-time fee of 1.0% of the face value of the Bond.
As the above mentioned amendments to the covenants did not result in substantially different terms to the Bond Agreement, the amendments are considered a modification of the terms of the Bond Agreement. Consequently the additional fees incurred during the year ended December 31, 2014
which amounted to $2,557 have been accounted as deferred financing fees and will be amortized over the remaining term of the Bond Agreement.
Compliance with the loan financial covenants is required on a semi-annual basis while compliance for the Bond covenants is required at all times. The Group was in compliance as of December 31, 2014.
Loan Repayment Schedule
The maturity table below reflects the principal repayments of the loans outstanding as of December 31, 2014 based on the repayment schedule of the respective loan facilities (as described above):
|
|
|
|
|
At December 31, 2014 |
Not later than one year |
|
|
|
121,824 |
|
Later than one year and not later than three years |
|
|
|
593,297 |
|
Later than three year and not later than five years |
|
|
|
824,098 |
|
Later than five years |
|
|
|
387,263 |
|
|
|
|
Total |
|
|
|
1,926,482 |
|
|
|
|
The weighted average interest rate for the outstanding loan facilities as of December 31, 2014 was 3.30% (December 31, 2013: 3.36%) excluding the fixed interest rate for the interest rate swaps that hedge accounting is not applicable (Note 23).
The carrying amount of the Groups bank debt recognized in the consolidated financial statements approximates its fair value since the debt bears interest at a variable interest rate.
F-36
13. Other Payables and Accruals
An analysis of other payables and accruals is as follows:
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Social contributions |
|
|
|
951 |
|
|
|
|
1,297 |
|
Unearned revenue |
|
|
|
14,236 |
|
|
|
|
24,180 |
|
Accrued legal and professional fees |
|
|
|
1,054 |
|
|
|
|
1,511 |
|
Accrued board of directors fees |
|
|
|
328 |
|
|
|
|
585 |
|
Accrued employee costs |
|
|
|
4,064 |
|
|
|
|
4,141 |
|
Accrued off-hire |
|
|
|
|
|
|
|
|
10,913 |
|
Accrued crew costs |
|
|
|
1,704 |
|
|
|
|
3,030 |
|
Other accruals |
|
|
|
1,004 |
|
|
|
|
5,427 |
|
Accrued financing cost |
|
|
|
2,350 |
|
|
|
|
476 |
|
Accrued interest |
|
|
|
4,581 |
|
|
|
|
6,087 |
|
|
|
|
|
|
Total |
|
|
|
30,272 |
|
|
|
|
57,647 |
|
|
|
|
|
|
The unearned revenue represents charter hires received in advance in December 2014 relating to January 2015, for 11 vessels (December 2013: 6 vessels).
The accrued off-hire balance as of December 31, 2014, consists of (i) accrued loss of hire as per the terms of the relevant charter party agreements, and (ii) cargo and fuel consumption during off-hire that are paid by the owner and have not yet been invoiced by the charterers.
14. Vessel Operating and Supervision Costs
An analysis of vessel operating and supervision costs is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Employee costs |
|
|
|
4,999 |
|
|
|
|
5,178 |
|
|
|
|
7,789 |
|
Crew wages |
|
|
|
5,942 |
|
|
|
|
16,019 |
|
|
|
|
36,577 |
|
Technical maintenance expenses |
|
|
|
1,683 |
|
|
|
|
5,344 |
|
|
|
|
12,753 |
|
Provisions and stores |
|
|
|
588 |
|
|
|
|
1,966 |
|
|
|
|
3,199 |
|
Insurance expenses |
|
|
|
729 |
|
|
|
|
1,864 |
|
|
|
|
4,882 |
|
Brokers commissions |
|
|
|
292 |
|
|
|
|
1,385 |
|
|
|
|
3,554 |
|
Bunkers consumption |
|
|
|
|
|
|
|
|
1,476 |
|
|
|
|
4,184 |
|
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
188 |
|
Vessels tax |
|
|
|
261 |
|
|
|
|
702 |
|
|
|
|
2,645 |
|
Other operating expenses |
|
|
|
152 |
|
|
|
|
985 |
|
|
|
|
2,699 |
|
|
|
|
|
|
|
|
Total |
|
|
|
14,646 |
|
|
|
|
34,919 |
|
|
|
|
78,470 |
|
|
|
|
|
|
|
|
F-37
15. General and Administrative Expenses
An analysis of general and administrative expenses is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Employee costs |
|
|
|
10,996 |
|
|
|
|
13,276 |
|
|
|
|
16,344 |
|
Board of directors fees |
|
|
|
865 |
|
|
|
|
1,266 |
|
|
|
|
1,926 |
|
Recognition of share-based payments |
|
|
|
3,168 |
|
|
|
|
493 |
|
|
|
|
1,856 |
|
Rent and utilities |
|
|
|
1,194 |
|
|
|
|
1,167 |
|
|
|
|
1,780 |
|
Travel and accommodation |
|
|
|
1,320 |
|
|
|
|
1,202 |
|
|
|
|
2,277 |
|
Legal and professional |
|
|
|
2,082 |
|
|
|
|
2,929 |
|
|
|
|
7,578 |
|
Foreign exchange differences, net |
|
|
|
(643 |
) |
|
|
|
|
(661 |
) |
|
|
|
|
(271 |
) |
|
Managers liability insurance |
|
|
|
794 |
|
|
|
|
557 |
|
|
|
|
1,142 |
|
Other expenses |
|
|
|
604 |
|
|
|
|
1,369 |
|
|
|
|
1,522 |
|
|
|
|
|
|
|
|
Total |
|
|
|
20,380 |
|
|
|
|
21,598 |
|
|
|
|
34,154 |
|
|
|
|
|
|
|
|
16. Net Financial Income and Costs
An analysis of financial income and costs is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Financial Income |
|
|
|
|
|
|
Interest income |
|
|
|
1,174 |
|
|
|
|
411 |
|
|
|
|
274 |
|
|
|
|
|
|
|
|
Total financial income |
|
|
|
1,174 |
|
|
|
|
411 |
|
|
|
|
274 |
|
|
|
|
|
|
|
|
Financial Costs |
|
|
|
|
|
|
Amortization and write-off of deferred loan issuance costs |
|
|
|
726 |
|
|
|
|
3,620 |
|
|
|
|
15,362 |
|
Interest expense on loans and realized loss on cash flow hedges |
|
|
|
10,781 |
|
|
|
|
20,415 |
|
|
|
|
43,743 |
|
Interest expense on Bond and realized loss on cross currency swaps |
|
|
|
|
|
|
|
|
3,204 |
|
|
|
|
9,533 |
|
Other financial costsincluding termination fees |
|
|
|
163 |
|
|
|
|
612 |
|
|
|
|
2,941 |
|
|
|
|
|
|
|
|
Total financial costs |
|
|
|
11,670 |
|
|
|
|
27,851 |
|
|
|
|
71,579 |
|
|
|
|
|
|
|
|
During the year ended December 31, 2014, an amount of $9,019 representing the write-off of the unamortized deferred loan issuance costs in connection with the refinancing of the Partnerships credit facilities (Note 12) is included in Amortization and write-off of deferred loan issuance costs.
17. Contingencies
Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims with suppliers relating to the operations of
the Groups vessels. Currently, management is not aware of any such claims or contingent liabilities requiring disclosure in the consolidated financial statements.
F-38
18. Related Party Transactions
The Group had the following balances with related parties which have been included in the consolidated statements of financial position:
Dividends receivable and due from related parties
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Dividends receivable from associate (Note 5) |
|
|
|
750 |
|
|
|
|
1,000 |
|
Commission for newbuildings |
|
|
|
1,715 |
|
|
|
|
789 |
|
Other receivables |
|
|
|
11 |
|
|
|
|
80 |
|
|
|
|
|
|
Total |
|
|
|
2,476 |
|
|
|
|
1,869 |
|
|
|
|
|
|
Pursuant to a commission agreement with Samsung, commissions due from the shipyard in relation to the newbuilding orders will be paid by Samsung to DryLog Investments Ltd., an affiliate of Ceres Shipping. Upon receipt of the commissions, DryLog Investments Ltd. will forward the payments to
the vessel-owning subsidiaries, after deducting handling fees for each payment. The outstanding receivable as of December 31, 2014 is $789 (December 31, 2013: $1,715).
The other receivables due from related parties of $80 (December 31, 2013: $11) are due from various related entities for payments processed and paid to various vendors on their behalf by the Group, as well as management and accounting services performed by GasLog LNG Services Ltd.
Current Liabilities
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Ship management creditors |
|
|
|
282 |
|
|
|
|
97 |
|
Amounts due to related parties |
|
|
|
123 |
|
|
|
|
181 |
|
Ship management creditors liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vessel under the Groups management.
Amounts due to related parties of $181 (December 31, 2013: $123) are expenses paid by a related party on behalf of the Group and payables to other related parties for the office lease and other operating expenses.
The Group had the following transactions with related parties which have been included in the consolidated statements of profit or loss for the years ended December 31, 2012, 2013 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Details |
|
Statement of income account |
|
2012 |
|
2013 |
|
2014 |
(a) |
|
Egypt LNG Shipping Ltd. |
|
Vessel management |
|
Revenues |
|
806 |
|
714 |
|
731 |
(b) |
|
Nea Dimitra Property |
|
Office rent and utilities |
|
General and administrative expenses |
|
653 |
|
687 |
|
758 |
(b) |
|
Nea Dimitra Property |
|
Internet line and other office services |
|
General and administrative expenses |
|
7 |
|
|
|
57 |
(c) |
|
Ceres Monaco S.A.M. |
|
Office rent and utilities |
|
General and administrative expenses |
|
169 |
|
27 |
|
|
(d) |
|
Euronav (UK) Agencies Ltd. |
|
Office rent and utilities |
|
General and administrative expenses |
|
|
|
|
|
150 |
(d) |
|
Euronav (UK) Agencies Ltd. |
|
Professional services |
|
General and administrative expenses |
|
|
|
|
|
109 |
(e) |
|
Seres S.A. |
|
Catering |
|
General and administrative expenses |
|
137 |
|
151 |
|
195 |
(e) |
|
Seres S.A. |
|
Consultancy services |
|
General and administrative expenses |
|
82 |
|
53 |
|
53 |
(f) |
|
C Transport Maritime S.A.M. |
|
Claims and Insurance fee |
|
General and administrative expenses |
|
56 |
|
86 |
|
110 |
(g) |
|
Seaflight Aviation Limited |
|
Travel expenses |
|
General and administrative expenses |
|
30 |
|
36 |
|
|
(g) |
|
Chartwell Management Inc. |
|
Travel expenses |
|
General and administrative expenses |
|
666 |
|
134 |
|
348 |
(h) |
|
Unisea Maritime Ltd. |
|
Office rent and utilities |
|
General and administrative expenses |
|
|
|
|
|
50 |
|
|
(a) |
|
One of the Groups subsidiaries, GasLog LNG Services Ltd. provides vessel management services to Egypt LNG Shipping Ltd., the LNG vessel owning company, in which another subsidiary, GasLog Shipping Company Ltd., holds a 25% ownership interest. |
|
|
(b) |
|
Through the subsidiary GasLog LNG Services Ltd., the Group leases office space in Piraeus, Greece, from an entity controlled by Ceres Shipping, Nea Dimitra Ktimatikh Kai Emporikh S.A. In addition, until March 2012, the Group reimbursed Nea Dimitra for part of the costs of the buildings internet line. Since April 2012, the internet line has been provided by a third party.
During the year ended December 31, 2014, the Group reimbursed Nea Dimitra for part of the renovation costs of the Piraeus office spaces. |
F-39
|
|
(c) |
|
Through the subsidiary GasLog Monaco S.A.M., the Group makes payments to Ceres Monaco S.A.M., an affiliate of Ceres Shipping, for its office space in Monaco. Ceres Monaco S.A.M. leases operating space pursuant to a service agreement with a third-party property owner, and the Group occupies a portion of the leased space. In connection with the office space
arrangements, the subsidiary GasLog Monaco S.A.M. has entered into a service level agreement with Ceres Monaco S.A.M. The service level agreement was terminated in April 2012 when GasLog Monaco S.A.M. signed a rent agreement directly with the third party property owner. The amount charged in the year ended December 31, 2013 relates to reimbursement of some
expenses paid by Ceres Monaco S.A.M. on behalf of the GasLog Monaco S.A.M. During the year ended December 31, 2014, no expenses were paid by Ceres Monaco S.A.M. |
|
|
(d) |
|
Through the subsidiary GasLog Services (UK) Ltd., the Group makes payments to Euronav (UK) Agencies Ltd. (Euronav UK), a subsidiary of Euronav NV, whose major shareholder is Mr. Livanos, for the use of its office space in London. Euronav UK leases operating space pursuant to a service agreement with a third-party property owner and the Group occupies a
portion of the leased space. The Group pays Euronav UK £223 per year for the office space plus a stamp duty, which reflects a pro rata portion of the fees payable to the third-party property owner determined based on the amount of occupied space. In addition, the Group reimbursed Euronav UK for part of the legal fees and other professional charges relating to the
execution of the lease agreement. |
|
|
(e) |
|
GasLog LNG Services has also entered into an agreement with Seres S.A., an entity controlled by the Livanos family, for the latter to provide catering services to the staff based in the Piraeus office. Amounts paid pursuant to the agreement are generally less than Euro 10 per person per day, but are slightly higher on special occasions. In addition, GasLog LNG Services has
entered into an agreement with Seres S.A. for the latter to provide human resources, telephone and documentation services for the staff based in Piraeus. |
|
|
(f) |
|
The Group through one of its subsidiaries, GasLog LNG Services Ltd., procured insurance for the vessels through C Transport Maritime SAM, an affiliate of Ceres Shipping, which has a dedicated insurance function. From July 1, 2011, this relationship is covered by a service agreement under which GasLog LNG Service Ltd. pays C Transport Maritime S.A.M. $10 per owned
vessel per annum and $3 per managed vessel per annum. |
|
|
(g) |
|
Seaflight Aviation Limited and Chartwell Management Inc. are entities controlled by the Livanos family, which provide travel services to GasLogs directors and officers. |
|
|
(h) |
|
Through GasLog Ltd. the Group made payments to Unisea Maritime Ltd. (Unisea Maritime), an affiliate of Ceres Shipping, for the use of its office space in London. Unisea Maritime leased operating space pursuant to a service agreement with a third-party property owner and the Group occupied a portion of the leased space from January to August 2014. The Group paid
Unisea Maritime £4 per month for its office space in London, which reflects a pro rata portion of the fees payable to the third-party owner determined based on the amount of occupied space.
|
Compensation of key management personnel
The remuneration of directors and key management was as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Remuneration |
|
|
|
4,276 |
|
|
|
|
4,979 |
|
|
|
|
6,140 |
|
Short-term benefits |
|
|
|
127 |
|
|
|
|
118 |
|
|
|
|
50 |
|
Expense recognized in respect of equity-settled share based payments |
|
|
|
2,263 |
|
|
|
|
349 |
|
|
|
|
1,245 |
|
|
|
|
|
|
|
|
Total |
|
|
|
6,666 |
|
|
|
|
5,446 |
|
|
|
|
7,435 |
|
|
|
|
|
|
|
|
Peter G. Livanos, served as our chief executive officer for the period January 7, 2012 until January 8, 2013 and received a nominal salary of one euro.
In July 2011, GasLogs board of directors approved the award of a special bonus of $3,800 in the aggregate to certain key members of management for their achievements in the successful negotiation of commercial terms and conditions with the shipyard for the construction of two of the Groups
newbuilding vessels (the GasLog Shanghai and the GasLog Santiago). The special bonus is directly related to the services provided by these key members of management during the vessel construction contract negotiations phase and is not related to any other services provided to the Group by these key
members of management. The special bonus therefore represents an employee benefit directly attributable to the construction of the vessels and it is included in Vessels. A portion of the special bonus was accelerated and paid in January 2012, in connection with the resignation of GasLogs former chief
executive officer. A total amount of $1,672 was paid during the year ended December 31, 2013 (December 31, 2012: $1,843). As of December 31, 2013 and December 31, 2014, there are no outstanding obligations in respect of the special bonus.
19. Share-Based Payments
Pre IPO Incentive Plan
On January 1, 2010, GasLog granted its manager and subsidiary manager shares to its key management personnel, including executives and senior employees (the Beneficiaries) of GasLog
F-40
(2,541,602 manager shares) and GasLog LNG Services Ltd. (859,894 subsidiary manager shares), in order for the Beneficiaries to have a strong incentive to perform their responsibilities under their respective contracts of employment. In accordance with the terms of the grant, the Beneficiaries had full
voting, participation in earnings and dividend rights, but they could not sell, assign, transfer or otherwise dispose of in whole or in part, any of the legal title or beneficial ownership of the shares issued to the Beneficiary or their nominee, until the completion of the IPO.
In January 2012 the former chief executive officer of GasLog, Jeppe Jensen, resigned from his executive position and his position on the board of directors. In connection with his resignation, GasLog entered into a separation agreement with Mr. Jensen pursuant to which the 801,346 manager shares
held by Mr. Jensen were immediately converted to common shares and were purchased by Blenheim Holdings Ltd. Immediately prior to the completion of the IPO on April 4, 2012, all outstanding manager shares and subsidiary manager shares vested immediately and were converted into common shares.
Both conversions resulted in the accelerated recognition of $1,795 of compensation expense, which was charged to earnings in 2012.
Omnibus Incentive Compensation Plan
On May 17, 2013, GasLog granted to executives, managers and certain employees of GasLog and GasLog LNG Services Ltd., Restricted Stock Units (RSU) and Stock Appreciation Rights (SAR) in accordance with its 2013 Omnibus Incentive Compensation Plan (the Plan). The RSUs will vest
on April 29, 2016 while the SARs will vest incrementally with one-third of the SARs vesting on each of April 29, 2014, 2015 and 2016. The compensation cost for the SARs is recognized on an accelerated basis as though each separately vesting portion of the SARs is a separate award. Prior to the
exercise date the holders will not have any voting rights and will not be entitled to dividends or other distributions.
The grant date was determined to be May 17, 2013, being the date the Group provided each concerned employee with the relevant agreements, which include information about the grant date, vesting and exercise periods, number of RSUs and SARs awarded, the exercise price in the case of SARs,
and other information and which were signed by the employee as evidence of acceptance.
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
Number |
|
Grant date |
|
Expiry date |
|
Exercise price |
|
Fair value at grant date |
RSUs |
|
|
|
64,792 |
|
|
|
|
May 17, 2013 |
|
|
|
|
April 29, 2016 |
|
|
|
|
n/a |
|
|
|
|
11.95 |
|
SARs |
|
|
|
352,943 |
|
|
|
|
May 17, 2013 |
|
|
|
|
April 29, 2023 |
|
|
|
|
13.26 |
|
|
|
|
2.3753 |
|
On April 1, 2014, GasLog Ltd. granted to executives, managers and certain employees of GasLog Ltd. and GasLog LNG Services Ltd., 76,251 RSUs and 286,746 SARs in accordance with the Plan. The RSUs will vest on March 31, 2017 while the SARs will vest incrementally with one-third of the
SARs vesting on each of March 31, 2015, 2016 and 2017. The compensation cost for the SARs is recognized on an accelerated basis as though each separately vesting portion of the SARs is a separate award. Prior to the exercise date the holders will not have any voting rights and will not be entitled to
dividends or other distributions.
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
Number |
|
Grant date |
|
Expiry date |
|
Exercise price |
|
Fair value at grant date |
RSUs |
|
|
|
76,251 |
|
|
|
|
April 1, 2014 |
|
|
|
|
March 31, 2017 |
|
|
|
|
n/a |
|
|
|
|
22.58 |
|
SARs |
|
|
|
286,746 |
|
|
|
|
April 1, 2014 |
|
|
|
|
March 31, 2024 |
|
|
|
|
24.00 |
|
|
|
|
6.0035 |
|
In accordance with the terms of the Plan, there are only service condition requirements. The awards will be settled in cash or in shares which is at the sole discretion of the compensation committee of the board of directors and hence these have been treated as equity settled, as the Group has no
present obligation to settle in cash. The amount to be settled for each SAR exercised is computed in each case, as the excess, if any, of the fair market value (the closing price of shares) on the exercise date over the exercise price of the SAR.
F-41
Fair value
The fair value of the SARs has been calculated based on the Modified Black-Scholes-Merton method. Expected volatility was based on historical share price volatility for the period since the IPO. The expected dividend is based on managements expectations of future payments on the grant date.
The significant assumptions used to estimate the fair value of the SARs is set out below:
|
|
|
|
|
Inputs into the model |
|
2013 |
|
2014 |
Grant date share closing price |
|
|
$ |
|
13.26 |
|
|
|
$ |
|
24.00 |
|
Exercise price |
|
|
$ |
|
13.26 |
|
|
|
$ |
|
24.00 |
|
Expected volatility |
|
|
|
29.31 |
% |
|
|
|
|
29.42 |
% |
|
Expected term |
|
|
|
6 years |
|
|
|
|
6 years |
|
Risk-free interest rate for the period similar to the expected term |
|
|
|
1.08 |
% |
|
|
|
|
2.03 |
% |
|
The fair value of the RSUs in accordance with its 2013 Plan was determined by using the grant date closing price of $13.26 per share and adjusting for the effect of the expected dividends to which holders of RSUs are not entitled using a risk-free interest rate of 0.4% for the three years until the
expiry of the RSUs, which resulted in a fair value of $11.95 per RSU.
The fair value of the RSUs in accordance with its 2014 Plan was determined by using the grant date closing price of $24.00 per share and adjusting for the effect of the expected dividends which holders of RSUs are not entitled using a risk-free interest rate of 0.91% for the three years until the
expiry of the RSUs which resulted in a fair value of $22.58 per RSU.
Movement in RSUs and SARs during the period
The summary of RSUs and SARs is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of awards |
|
Weighted average exercise price per share |
|
Weighted average share price at the date of exercise |
|
Weighted average contractual life |
|
Aggregate fair value |
|
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
|
64,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013 |
|
|
|
64,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.33 |
|
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
|
76,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,722 |
|
|
|
Forfeited during the period |
|
|
|
(1,374 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2014 |
|
|
|
139,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.82 |
|
|
|
|
2,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SARs |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
|
325,943 |
|
|
|
|
13.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013 |
|
|
|
325,943 |
|
|
|
|
13.26 |
|
|
|
|
|
|
|
|
|
9.33 |
|
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted during the period |
|
|
|
286,746 |
|
|
|
|
24.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,722 |
|
|
|
Exercised during the period |
|
|
|
(20,614 |
) |
|
|
|
|
13.26 |
|
|
|
|
26.89 |
|
|
|
|
|
|
|
|
|
(49 |
) |
|
|
|
Forfeited during the period |
|
|
|
(1,722 |
) |
|
|
|
|
24.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2014 |
|
|
|
590,353 |
|
|
|
|
18.45 |
|
|
|
|
|
|
|
|
|
8.78 |
|
|
|
|
2,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2014, 99,836 SARs have been vested but not exercised.
The total expense recognized in respect of equity-settled employee benefits for the year ended December 31, 2014 is $1,856 (December 31, 2013: $493 and December 31, 2012: $3,168).
F-42
20. Commitments
(a) At December 31, 2013 and 2014 the Group had the following commitments as lessee relating to buildings under operating leases:
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Not later than one year |
|
|
|
644 |
|
|
|
|
1,005 |
|
Later than one year and not later than three years |
|
|
|
477 |
|
|
|
|
1,134 |
|
Later than three years and not later than five years |
|
|
|
|
|
|
|
|
694 |
|
More than five years |
|
|
|
|
|
|
|
|
1,154 |
|
|
|
|
|
|
Total operating lease commitment |
|
|
|
1,121 |
|
|
|
|
3,987 |
|
|
|
|
|
|
(b) Commitments relating to the vessels under construction (Note 6) at December 31, 2013 and 2014 payable to Samsung were as follows:
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Not later than one year |
|
|
|
376,950 |
|
|
|
|
239,285 |
|
Later than one year and not later than three years |
|
|
|
897,856 |
|
|
|
|
1,437,433 |
|
|
|
|
|
|
Total vessel construction commitment |
|
|
|
1,274,806 |
|
|
|
|
1,676,718 |
|
|
|
|
|
|
GasLog has issued performance guarantees in favor of Samsung for the outstanding commitments relating to the vessels under construction.
(c) Future gross minimum revenues upon collection of hire under non-cancellable time charter agreements for vessels in operation as of December 31, 2013 and December 31, 2014 are as follows (30 off-hire days are assumed when each vessel will undergo scheduled drydocking; in addition early
delivery of the vessels by the charterers or any exercise of the charterers options to extend the terms of the charters are not accounted for):
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Not later than one year |
|
|
|
195,771 |
|
|
|
|
356,320 |
|
Later than one year and not later than three years |
|
|
|
347,042 |
|
|
|
|
639,118 |
|
Later than three years and not later than five years |
|
|
|
206,693 |
|
|
|
|
472,672 |
|
Later than five years |
|
|
|
114,635 |
|
|
|
|
156,710 |
|
|
|
|
|
|
Total future gross minimum charter hire |
|
|
|
864,141 |
|
|
|
|
1,624,820 |
|
|
|
|
|
|
Future gross minimum lease revenues disclosed in the above table excludes the revenues of the vessels that are under construction as of December 31, 2014 (Note 6). For these vessels, the following charter party agreements have been signed:
|
|
|
|
In January 2013, GAS-eleven Ltd. and GAS-twelve Ltd. signed time charter agreements with a subsidiary of BG Group for the employment of the vessels for ten years starting from the date of their delivery, with charterer options to extend the agreements for additional periods. |
|
|
|
|
In August 2013, GAS-thirteen Ltd. and GAS-fourteen Ltd. signed time charter agreements with a subsidiary of BG Group for the employment of the vessels for seven years starting from the date of their delivery, with charterer options to extend the agreements for additional periods.
|
(d) Related to the acquisition of the six vessels from a subsidiary of BG Group (Note 6), the Group is committed to purchase from BG Group depot spares with an aggregate value of $6,000, of which $660 have been purchased and paid as of December 31, 2014 and are included in Tangible fixed
assets (Note 6). The remaining spares should be acquired before the end of the initial term of the charter party agreements.
(e) Other Guarantees
F-43
As of December 31, 2014, GasLog LNG Services Ltd. has provided bank guarantees as follows:
|
|
|
|
Up to $1,250 (December 31, 2013: $1,250) to third parties relating to the satisfactory performance of its ship management activities; |
|
|
|
|
$878 (December 31, 2013: $895) relating to the social security fund for Greek seamen; and |
|
|
|
|
Bank guarantee of $10 (December 31, 2013: $20) to the Greek Ministry of Finance relating to the satisfactory performance of the obligations arising under Greek laws 89/1967, 378/1968 as amended by law 814/1978.
|
21. Financial Risk Management
The Groups activities expose it to a variety of financial risks, including market price risk, liquidity risk and credit risk. The Groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Groups financial
performance. The Group makes use of derivative financial instruments such as interest rate swaps to moderate certain risk exposures.
Market risk
Interest rate risk: Interest rate risk is the risk that interest costs will fluctuate due to changes in market interest rates. The Groups financial income and operating cash flows fluctuate based on changes in market interest rates as the Group has loans that bear interest at floating rates. The Group uses
interest rate swaps to manage its exposure to interest rate movements on bank borrowings. At December 31, 2014, the Group has hedged 53.90% of its variable rate interest exposure relating to its existing and undrawn loan facilities and the Bond by swapping the variable rate for a fixed rate (December
31, 2013: 64.83%).
The fair value of the interest rate swaps at December 31, 2014 was estimated as a loss of $15,444 (December 31, 2013: $5,725). The effective movement in the fair value of the interest rate swaps designated as cash flow hedging instruments (Note 23) amounting to $6,515 loss (December 31, 2013:
$6,083 gain and December 31, 2012: $15,993 loss) was recognized directly in equity.
Interest rate sensitivity analysis: The interest rate swap agreements described below are subject to market risk as they are recorded at fair value in the statement of financial position at year end. The fair value of interest rate swaps liabilities increases when interest rates decrease and decreases when
interest rates increase. At December 31, 2014, if interest rates had increased or decreased by 10 basis points with all other variables held constant, the positive/(negative) impact, respectively, on the fair value of the interest rate and cross currency swaps would have amounted to approximately $4,405
(December 31, 2013: $4,520 and December 31, 2012: $3,806). This amount would have affected the other comprehensive income by $2,192 (December 31, 2013: $1,526 and December 31, 2012: $3,031) and the loss on swaps by $2,213 (December 31, 2013: $2,994 and December 31, 2012: $776). During the
year ended December 31, 2014, if interest rates had increased or decreased by 10 basis points with all other variables held constant, the increase/(decrease), respectively, in interest expense on the un-hedged portion of the Groups loans would have amounted to approximately $678 (December 31, 2013: $221
and December 31, 2012: $119).
Other price risk: The decrease in the fair value Egypt LNG Shipping Ltd., in response to unfavorable market conditions resulting in a decrease in charter rates and vessel values, could negatively impact the value of the Groups investment in associate. Therefore, management might conclude that
impairment is necessary in the future.
Currency risk: Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Groups functional
currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to general and crew costs denominated in Euros. The Group has entered into cross currency swaps (Note 23) to hedge its currency exposure from the Bond. In addition,
F-44
management monitors the exchange rate fluctuations on a continuous basis. As an indication of the extent of our sensitivity to changes in exchange rate, a 10% increase in the average euro/dollar exchange rate would have decreased our profit and cash flows during the year ended December 31, 2014 by
$6,893, based upon our expenses during the year (December 31, 2013: $4,118 and December 31, 2012: $2,653).
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining sufficient cash and cash equivalents and by having
available adequate amounts of undrawn credit facilities. The Group is not significantly exposed to liquidity risk resulting from the commitments under the vessel construction contracts as bank facilities will be contracted to meet the obligations.
The following tables detail the Groups expected cash flows for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and
principal cash flows. Variable future interest payments were determined based on an average LIBOR plus the margins applicable to the Groups loans at the end of each year presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- average effective interest rate |
|
Less than 1 month |
|
1-3 months |
|
3-12 months |
|
1-5 years |
|
5+ years |
|
Total |
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other accounts payable |
|
|
|
|
|
|
|
|
7,134 |
|
|
|
|
961 |
|
|
|
|
1,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,668 |
|
Due to related parties |
|
|
|
|
|
|
|
|
181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181 |
|
Other payables and accruals |
|
|
|
|
|
|
|
|
27,245 |
|
|
|
|
29,167 |
|
|
|
|
1,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,647 |
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
977 |
|
|
|
|
977 |
|
Variable interest loans |
|
|
|
2.71 |
% |
|
|
|
|
4,954 |
|
|
|
|
65,272 |
|
|
|
|
93,886 |
|
|
|
|
1,400,500 |
|
|
|
|
399,054 |
|
|
|
|
1,963,666 |
|
Bond |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,314 |
|
|
|
|
7,427 |
|
|
|
|
159,282 |
|
|
|
|
|
|
|
|
|
169,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
39,514 |
|
|
|
|
97,714 |
|
|
|
|
104,121 |
|
|
|
|
1,559,782 |
|
|
|
|
400,031 |
|
|
|
|
2,201,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other accounts payable |
|
|
|
|
|
|
|
|
3,156 |
|
|
|
|
1,764 |
|
|
|
|
815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,735 |
|
Due to related parties |
|
|
|
|
|
|
|
|
106 |
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123 |
|
Other payables and accruals |
|
|
|
|
|
|
|
|
18,998 |
|
|
|
|
8,935 |
|
|
|
|
2,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,272 |
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
641 |
|
|
|
|
641 |
|
Variable interest loans |
|
|
|
2.71 |
% |
|
|
|
|
2,291 |
|
|
|
|
59,843 |
|
|
|
|
66,442 |
|
|
|
|
646,950 |
|
|
|
|
398,981 |
|
|
|
|
1,174,507 |
|
Bond |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,478 |
|
|
|
|
4,517 |
|
|
|
|
103,224 |
|
|
|
|
|
|
|
|
|
109,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
24,551 |
|
|
|
|
72,037 |
|
|
|
|
74,113 |
|
|
|
|
750,174 |
|
|
|
|
399,622 |
|
|
|
|
1,320,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts included above for variable interest rate instruments is subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
The following tables detail the Groups expected cash flows for its derivative financial liabilities. The table has been drawn up based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed,
the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the end of the reporting period. The undiscounted contractual cash flows are based on the contractual maturities of the derivatives.
F-45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 month |
|
1-3 months |
|
3-12 months |
|
1-5 years |
|
5+ years |
|
Total |
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
|
|
|
540 |
|
|
|
|
3,010 |
|
|
|
|
10,693 |
|
|
|
|
3,954 |
|
|
|
|
(1,274 |
) |
|
|
|
|
16,923 |
|
Cross current swaps |
|
|
|
|
|
|
|
|
448 |
|
|
|
|
1,858 |
|
|
|
|
35,221 |
|
|
|
|
|
|
|
|
|
37,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
540 |
|
|
|
|
3,458 |
|
|
|
|
12,551 |
|
|
|
|
39,175 |
|
|
|
|
(1,274 |
) |
|
|
|
|
54,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
|
|
856 |
|
|
|
|
2,038 |
|
|
|
|
11,056 |
|
|
|
|
2,073 |
|
|
|
|
(11,474 |
) |
|
|
|
|
4,549 |
|
Cross currency swaps |
|
|
|
|
|
|
|
|
74 |
|
|
|
|
272 |
|
|
|
|
2,531 |
|
|
|
|
|
|
|
|
|
2,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
856 |
|
|
|
|
2,112 |
|
|
|
|
11,328 |
|
|
|
|
4,604 |
|
|
|
|
(11,474 |
) |
|
|
|
|
7,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group expects to be able to meet its current obligations resulting from financing and operating its vessels using the liquidity existing at year end and the cash generated by operating activities. The Group expects to be able to meet its long-term obligations resulting from financing its vessels
through cash generated from operations.
Credit risk
Credit risk is the risk that a counterparty will fail to discharge its obligations and cause a financial loss. The Group is exposed to credit risk in the event of non-performance by any of its counterparties. To limit this risk, the Group deals exclusively with financial institutions and customers with high
credit ratings.
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Cash |
|
|
|
103,798 |
|
|
|
|
211,974 |
|
Short-term investments |
|
|
|
4,500 |
|
|
|
|
28,103 |
|
Trade and other receivables |
|
|
|
7,257 |
|
|
|
|
14,317 |
|
Dividends receivable and due from related parties |
|
|
|
2,476 |
|
|
|
|
1,869 |
|
Restricted cash |
|
|
|
|
|
|
|
|
22,826 |
|
Derivative financial instruments |
|
|
|
9,145 |
|
|
|
|
1,174 |
|
For the year ended December 31, 2014, approximately 80% of the Groups revenue and for each of the years ended December 31, 2013 and 2012, approximately all of the Groups revenue was mainly earned from one customer and accounts receivable were not collateralized; however, management
believes that the credit risk is partially offset by the creditworthiness of the Groups counterparty. The Group did not experience significant credit losses on its accounts receivable portfolio during the three years ended December 31, 2014. The carrying amount of financial assets recorded in the
consolidated financial statements represents the Groups maximum exposure to credit risk. Management monitors exposure to credit risk, and they believe that there is no substantial credit risk arising from the Groups counter parties.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
22. Capital Risk Management
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern, to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.
F-46
The Group monitors capital using a gearing ratio, which is total debt divided by total equity plus total debt. The gearing ratio is as follows:
|
|
|
|
|
|
|
December 31, |
|
2013 |
|
2014 |
Borrowingscurrent portion |
|
|
|
100,320 |
|
|
|
|
116,431 |
|
Borrowingsnon-current portion |
|
|
|
1,014,754 |
|
|
|
|
1,778,845 |
|
|
|
|
|
|
Total debt |
|
|
|
1,115,074 |
|
|
|
|
1,895,276 |
|
Total equity |
|
|
|
639,533 |
|
|
|
|
1,253,037 |
|
|
|
|
|
|
Total debt and equity |
|
|
|
1,754,607 |
|
|
|
|
3,148,313 |
|
|
|
|
|
|
Gearing ratio |
|
|
|
63.55 |
% |
|
|
|
|
60.20 |
% |
|
23. Derivative Financial Instruments
The fair value of the derivative assets is as follows:
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Derivative assets designated and effective as hedging instruments carried at fair value |
|
|
|
|
Interest rate swaps |
|
|
|
96 |
|
|
|
|
87 |
|
Derivative assets carried at fair value through profit or loss (FVTPL) |
|
|
|
|
Interest rate swaps |
|
|
|
9,049 |
|
|
|
|
1,087 |
|
|
|
|
|
|
Total |
|
|
|
9,145 |
|
|
|
|
1,174 |
|
|
|
|
|
|
Derivative financial instruments, non-current asset |
|
|
|
9,145 |
|
|
|
|
1,174 |
|
|
|
|
|
|
Total |
|
|
|
9,145 |
|
|
|
|
1,174 |
|
|
|
|
|
|
The fair value of the derivative liabilities is as follows:
|
|
|
|
|
|
|
At December 31, |
|
2013 |
|
2014 |
Derivative liabilities designated and effective as hedging instruments carried at fair value |
|
|
|
|
Interest rate swaps |
|
|
|
5,526 |
|
|
|
|
8,327 |
|
Cross currency swaps |
|
|
|
2,283 |
|
|
|
|
35,282 |
|
Derivative liabilities carried at fair value through profit or loss (FVTPL) |
|
|
|
|
Interest rate swaps |
|
|
|
9,344 |
|
|
|
|
8,291 |
|
|
|
|
|
|
Total |
|
|
|
17,153 |
|
|
|
|
51,900 |
|
|
|
|
|
|
Derivative financial instruments, current liability |
|
|
|
14,235 |
|
|
|
|
16,149 |
|
Derivative financial instruments, non-current liability |
|
|
|
2,918 |
|
|
|
|
35,751 |
|
|
|
|
|
|
Total |
|
|
|
17,153 |
|
|
|
|
51,900 |
|
|
|
|
|
|
Interest rate swap agreements
The Group enters into fixed interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in order to hedge a portion of the Groups exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bank counterparty effects
quarterly floating-rate payments to the Group for the notional amount based on the three-month U.S. dollar LIBOR, and the Group effects quarterly payments to the bank on the notional amount at the respective fixed rates.
F-47
Interest rate swaps designated as cash flow hedging instruments
The principal terms of the interest rate swaps designated as cash flow hedging instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
Counterparty |
|
Trade Date |
|
Effective Date |
|
Termination Date |
|
Fixed Interest Rate |
|
Notional Amount |
|
December 31, 2013 |
|
December 31, 2014 |
GAS-two Ltd. |
|
DNB Bank ASA |
|
Sept 2013 |
|
Feb 2014 |
|
April 2018 |
|
|
|
|
|
1.69 |
% |
|
|
|
|
34,167 |
|
|
|
|
31,667 |
|
GAS-two Ltd. |
|
SEB(1) |
|
Sept 2013 |
|
Feb 2014 |
|
April 2018 |
|
|
|
|
|
1.66 |
% |
|
|
|
|
34,167 |
|
|
|
|
31,667 |
|
GAS-two Ltd. |
|
CBA(2) |
|
Sept 2013 |
|
Feb 2014 |
|
April 2018 |
|
|
|
|
|
1.69 |
% |
|
|
|
|
34,167 |
|
|
|
|
|
|
GAS-five Ltd.(3) |
|
Nordea Bank Finland |
|
Nov 2011 |
|
May 2013 |
|
May 2018 |
|
|
|
|
|
2.04 |
% |
|
|
|
|
58,235 |
|
|
|
|
|
|
GAS-five Ltd.(4) |
|
Nordea Bank Finland |
|
Nov 2011 |
|
May 2013 |
|
May 2018 |
|
|
|
|
|
1.96 |
% |
|
|
|
|
72,794 |
|
|
|
|
|
|
GAS-six Ltd. |
|
Nordea Bank Finland |
|
Nov 2011 |
|
July 2013 |
|
July 2018 |
|
|
|
|
|
2.04 |
% |
|
|
|
|
73,897 |
|
|
|
|
69,485 |
|
GAS-nine Ltd. |
|
CBA(2) |
|
April 2014 |
|
Dec 2014 |
|
Dec 2019 |
|
|
|
|
|
2.23 |
% |
|
|
|
|
|
|
|
|
|
62,500 |
|
GAS-nine Ltd. |
|
DNB Bank ASA |
|
April 2014 |
|
Dec 2014 |
|
Dec 2019 |
|
|
|
|
|
2.24 |
% |
|
|
|
|
|
|
|
|
|
62,500 |
|
GAS-ten Ltd. |
|
SEB(1) |
|
April 2014 |
|
Feb 2015 |
|
Feb 2020 |
|
|
|
|
|
2.25 |
% |
|
|
|
|
|
|
|
|
|
62,500 |
|
GAS-ten Ltd. |
|
ING |
|
May 2014 |
|
Feb 2015 |
|
Feb 2020 |
|
|
|
|
|
2.23 |
% |
|
|
|
|
|
|
|
|
|
62,500 |
|
GAS-fifteen Ltd.(5) |
|
Citibank |
|
July 2014 |
|
Sept 2014 |
|
Sept 2018 |
|
|
|
0.66 |
% |
|
|
|
|
2.89 |
% |
|
|
|
|
|
|
|
|
|
93,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307,427 |
|
|
|
|
476,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Skandinavinska Enskilda Banken AB (publ) |
|
|
(2) |
|
Commonwealth Bank of Australia |
|
|
(3) |
|
The Group terminated the swap agreement on May 8, 2014 by paying its fair value on that date, being $1,501 plus accrued interest of $199. The cumulative loss of $1,113 from the period that hedging was effective was recycled to the profit or loss as a result of the debt being repaid in the year ended December 31, 2014. |
|
|
(4) |
|
The Group decreased the notional amount of the swap agreement by $21,935 on May 8, 2014 by paying the fair value of the reduced amount on that date, being $512 plus accrued interest of $73. The cumulative loss of $356 from the period that hedging was effective was recycled to profit or loss in the year ended December 31, 2014. Subsequently, the hedge accounting for
the remaining portion was discontinued. |
|
|
(5) |
|
The fixed interest rate is agreed at 0.66% until September 2016 and at 2.89% from September 2016 to September 2018.
|
The derivative instruments listed above qualified as cash flow hedging instruments for accounting purposes as of December 31, 2014.
For the year ended December 31, 2014, the effective portion of changes in the fair value of derivatives designated as cash flow hedging instruments amounting to $6,515 loss has been recognized in Other comprehensive income (December 31, 2013: $6,083 gain, December 31, 2012: $15,993 loss).
F-48
Interest rate swaps held for trading
The principal terms of the interest rate swaps held for trading were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
Counterparty |
|
Trade Date |
|
Effective Date |
|
Termination Date |
|
Fixed Interest Rate |
|
Notional Amount |
|
December 31, 2013 |
|
December 31, 2014 |
GAS-eight Ltd. |
|
SEB |
|
Feb 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.26 |
% |
|
|
|
|
43,500 |
|
|
|
|
41,684 |
|
GAS-eight Ltd. |
|
ING Bank N.V. |
|
Feb 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.26 |
% |
|
|
|
|
43,500 |
|
|
|
|
41,684 |
|
GAS-eight Ltd. |
|
SEB |
|
May 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.05 |
% |
|
|
|
|
14,000 |
|
|
|
|
13,416 |
|
GAS-eight Ltd. |
|
ING Bank N.V. |
|
May 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.05 |
% |
|
|
|
|
14,000 |
|
|
|
|
13,416 |
|
GAS-eight Ltd. |
|
DNB Bank ASA |
|
May 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.05 |
% |
|
|
|
|
14,000 |
|
|
|
|
13,416 |
|
GAS-eight Ltd. |
|
CBA |
|
May 2012 |
|
Mar 2014 |
|
Mar 2021 |
|
|
|
2.06 |
% |
|
|
|
|
14,000 |
|
|
|
|
13,416 |
|
GAS-one Ltd.(3) |
|
Danish Ship Finance |
|
Oct 2011 |
|
Nov 2011 |
|
May 2020 |
|
|
|
2.10 |
% |
|
|
|
|
72,936 |
|
|
|
|
68,516 |
|
GAS-one Ltd.(3) |
|
Danish Ship Finance |
|
June 2013 |
|
Aug 2013 |
|
May 2020 |
|
|
|
2.03 |
% |
|
|
|
|
63,217 |
|
|
|
|
59,385 |
|
GAS-three Ltd.(1) |
|
DNB Bank ASA |
|
April 2012 |
|
Jan 2013 |
|
Jan 2018 |
|
|
|
1.45 |
% |
|
|
|
|
90,234 |
|
|
|
|
|
|
GAS-four Ltd.(1) |
|
DNB Bank ASA |
|
April 2012 |
|
Mar 2013 |
|
Mar 2018 |
|
|
|
1.50 |
% |
|
|
|
|
90,234 |
|
|
|
|
|
|
GAS-six Ltd.(3) |
|
ABN-AMRO Bank |
|
May 2012 |
|
July 2013 |
|
July 2019 |
|
|
|
1.72 |
% |
|
|
|
|
62,566 |
|
|
|
|
58,831 |
|
GAS-seven Ltd.(3) |
|
Credit Suisse AG |
|
Mar 2012 |
|
Nov 2013 |
|
Nov 2020 |
|
|
|
2.23 |
% |
|
|
|
|
108,000 |
|
|
|
|
102,000 |
|
GAS-seven Ltd.(4) |
|
Credit Suisse AG |
|
April 2014 |
|
May 2014 |
|
May 2019 |
|
|
|
1.77 |
% |
|
|
|
|
|
|
|
|
|
34,000 |
|
GAS-five Ltd.(2) |
|
Nordea Bank Finland |
|
Nov 2011 |
|
May 2013 |
|
May 2018 |
|
|
|
1.96 |
% |
|
|
|
|
|
|
|
|
|
|
|
GAS-two Ltd.(4) |
|
CBA |
|
Sept 2013 |
|
Feb 2014 |
|
April 2018 |
|
|
|
1.69 |
% |
|
|
|
|
|
|
|
|
|
31,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
630,187 |
|
|
|
|
491,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In 2013, hedge accounting for these interest rate swaps was discontinued because the effectiveness criteria were not met. The amount of the cumulative loss from the period that the hedges were effective, that was recycled to profit or loss for the year ended December 31, 2014, was $886 (December 31, 2013: $655). The Group terminated these swap agreements in November
2014 by paying their fair value on that date, being $1,559 plus accrued interest of $172. The unamortized cumulative loss of $2,346 from the period that hedging was effective was recycled to the profit or loss as a result of the debt being repaid. |
|
|
(2) |
|
In 2014, hedge accounting for this interest rate swap was discontinued because the effectiveness criteria were not met. The amount of the cumulative loss from the period that the hedge was effective that was recycled to profit or loss for the year ended December 31, 2014 was $108. The Group terminated the swap agreement in November 2014 by paying its fair value on that
date, being $1,062 plus accrued interest of $173. The unamortized cumulative loss of $662 from the period that hedging was effective was recycled to the profit or loss as a result of the debt being repaid. |
|
|
(3) |
|
In 2013, hedge accounting for these interest rate swaps was discontinued because the effectiveness criteria were not met. The amount of the cumulative loss from the period that the hedges were effective that was recycled to profit or loss for the year ended December 31, 2014 was $1,088 (December 31, 2013: $1,638). |
|
|
(4) |
|
In 2014, hedge accounting for these interest rate swaps was discontinued because the effectiveness criteria were not met. The amount of the cumulative loss from the period that the hedges were effective that was recycled to profit or loss for the year ended December 31, 2014 was $82.
|
The derivative instruments listed above were not designated as cash flow hedging instruments. The change in the fair value of these contracts as of December 31, 2014 amounted to a net loss of $7,873 (December 31, 2013: $19,829 gain, December 31, 2012: $4,619 loss), which was recognized against
earnings in the period incurred and is included in (Loss)/gain on swaps. During the year ended December 31, 2014, the net loss of $7,873 derived mainly from the fact that the LIBOR yield curve, which was used to calculate the present value of the estimated future cash flows, was lower than the agreed
fixed interest rates resulting in an increase in derivative liabilities from interest rate swaps held for trading. During the year ended December 31, 2013, the net gain of $19,829 derived from the fact that hedge accounting for seven interest rate swaps was discontinued because the effectiveness criteria were
not met. The increase in the notional amount and the increase in the LIBOR yield curve, resulted in a positive movement in the fair value of the swaps classified as held for trading.
Cross currency swap agreements (CCS)
The Group enters into CCSs which convert the floating interest rate exposure and the variability of the USD functional currency equivalent cash flows into a fixed interest rate and
F-49
principal on maturity, in order to hedge the Groups exposure to fluctuations deriving from its senior unsecured notes.
In June 2013, GasLog entered into three CCSs to exchange interest payments and principal on maturity on the same terms as the NOK Bond (Note 12), thereby hedging the variability of the USD functional currency equivalent cash flows on the Bond.
In April 2014, GasLog entered into three CCSs to exchange interest payments and principal on maturity on the same terms as the additional NOK Bond (Note 12), thereby hedging the variability of the USD functional currency equivalent cash flows on the Bond.
The CCSs qualified as cash flow hedging instruments for accounting purposes.
The principal terms of the CCSs designated as cash flow hedging instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
Counterparty |
|
Trade Date |
|
Effective Date |
|
Termination Date |
|
Fixed Interest Rate |
|
Notional Amount |
|
December 31, 2013 |
|
December 31, 2014 |
GasLog Ltd. |
|
DNB Bank ASA |
|
June 2013 |
|
June 2013 |
|
June 2018 |
|
|
|
7.40 |
% |
|
|
|
|
27,732 |
|
|
|
|
27,732 |
|
GasLog Ltd. |
|
SEB |
|
June 2013 |
|
June 2013 |
|
June 2018 |
|
|
|
7.41 |
% |
|
|
|
|
27,731 |
|
|
|
|
27,731 |
|
GasLog Ltd. |
|
Nordea Bank Finland |
|
June 2013 |
|
June 2013 |
|
June 2018 |
|
|
|
7.43 |
% |
|
|
|
|
27,743 |
|
|
|
|
27,743 |
|
GasLog Ltd. |
|
DNB Bank ASA |
|
April 2014 |
|
May 2014 |
|
June 2018 |
|
|
|
5.99 |
% |
|
|
|
|
|
|
|
|
|
27,871 |
|
GasLog Ltd. |
|
SEB |
|
April 2014 |
|
May 2014 |
|
June 2018 |
|
|
|
5.99 |
% |
|
|
|
|
|
|
|
|
|
27,871 |
|
GasLog Ltd. |
|
Nordea Bank Finland |
|
April 2014 |
|
May 2014 |
|
June 2018 |
|
|
|
5.99 |
% |
|
|
|
|
|
|
|
|
|
27,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,206 |
|
|
|
|
166,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2014, the effective portion of changes in the fair value of CCSs amounting to a loss of $37,782 has been recognized in Other comprehensive income (December 31, 2013: $2,282 loss). Additionally, for the year ended December 31, 2014, a gain of $31,106, was
reclassified to profit or loss to offset the amount recognized from the retranslation of the Bond in U.S. dollars as of December 31, 2014 (December 31, 2013: $972 gain).
An analysis of (Loss)/gain on swaps is as follows:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Inception loss for cash flow hedges |
|
|
|
(2,060 |
) |
|
|
|
|
(318 |
) |
|
|
|
|
|
|
Unrealized (loss)/gain on interest rate swaps held for trading |
|
|
|
(4,619 |
) |
|
|
|
|
19,829 |
|
|
|
|
(7,873 |
) |
|
Realized loss on interest rate swaps held for trading |
|
|
|
|
|
|
|
|
(5,729 |
) |
|
|
|
|
(10,310 |
) |
|
Recycled loss of cash flow hedges reclassified to profit or loss |
|
|
|
|
|
|
|
|
(2,293 |
) |
|
|
|
|
(6,641 |
) |
|
Ineffective portion of cash flow hedges |
|
|
|
(104 |
) |
|
|
|
|
9 |
|
|
|
|
37 |
|
|
|
|
|
|
|
|
Total |
|
|
|
(6,783 |
) |
|
|
|
|
11,498 |
|
|
|
|
(24,787 |
) |
|
|
|
|
|
|
|
|
Fair value measurements
The fair value of the Groups financial assets and liabilities approximate to their carrying amounts at the balance sheet date.
The fair value of the interest rate swaps at the end of reporting period was determined by discounting the future cash flows using the interest rate yield curves at the end of reporting period and the credit risk inherent in the contract. The fair value of the CCSs at the end of the reporting period was
determined by discounting the future cash flows that are estimated based on forward exchange rates and contract forward rates, discounted at a rate that reflects the credit risk of the counterparties. The Group uses its judgment to make assumptions that are primarily based on market conditions for the
estimation of the counterparty risk and the Groups own risk that are considered for the calculation of the fair value of the interest rate and cross currency swaps. The interest rate swaps and CCSs meet Level 2 classification, according to the fair value hierarchy as defined by IFRS 13 Fair Value
Measurement. There were no financial instruments in Levels 1 or 3
F-50
and no transfers between Levels 1, 2 or 3 during the periods presented. The definitions of the levels, provided by IFRS 13 are based on the degree to which the fair value is observable:
|
|
|
|
Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities; |
|
|
|
|
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and |
|
|
|
|
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
24. Taxation
Under the laws of the countries of the Groups domestication/incorporation and/or vessels registration, the Group is not subject to tax on international shipping income. However, it is subject to registration and tonnage taxes, which are included in vessel operating and supervision costs in the
consolidated statement of profit or loss.
Under the United States Internal Revenue Code of 1986, as amended (the Code), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as GasLog, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies
for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the
United States.
The Group did not qualify for this exemption for the three years ended December 31, 2014; however, the effect on the results is insignificant.
25. Earnings per share
Basic earnings per share (EPS) was calculated by dividing the net profit for the year attributable to the owners of the common shares by the weighted average number of common shares issued and outstanding during the year. Manager shares and subsidiary manager shares contained the right to
receive non-forfeitable dividends (whether paid or unpaid) and participated equally with common shares in undistributed earnings and therefore were participating securities and, thus, are included in the two-class method of computing basic earnings per share for 2012. In 2013 and 2014, there were no
participating securities as the manager shares and subsidiary manager shares were converted to common shares prior to the completion of the IPO.
Diluted EPS is calculated by dividing the profit for the year attributable to the owners of the Group by the weighted average number of all potential ordinary shares assumed to have been converted into common shares.
F-51
The following reflects the earnings and share data used in the basic and diluted earnings per share computations:
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
2012 |
|
2013 |
|
2014 |
Basic earnings per share |
|
|
|
|
|
|
Profit for the year attributable to owners of the Group |
|
|
|
4,250 |
|
|
|
|
56,929 |
|
|
|
|
42,161 |
|
Less: Undistributed gain allocated to manager shares and subsidiary manager shares |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings attributable to the owners of common shares (including common A shares) used in the calculation of basic EPS |
|
|
|
4,205 |
|
|
|
|
56,929 |
|
|
|
|
42,161 |
|
Weighted average number of shares outstanding, basic |
|
|
|
56,093,775 |
|
|
|
|
62,863,665 |
|
|
|
|
78,633,820 |
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
0.07 |
|
|
|
|
0.91 |
|
|
|
|
0.54 |
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
|
|
Profit for the year attributable to owners of the Group used in the calculation of diluted EPS |
|
|
|
4,250 |
|
|
|
|
56,929 |
|
|
|
|
42,161 |
|
Weighted average number of shares outstanding, basic |
|
|
|
56,093,775 |
|
|
|
|
62,863,665 |
|
|
|
|
78,633,820 |
|
Dilutive potential ordinary shares |
|
|
|
601,744 |
|
|
|
|
|
|
|
|
|
166,372 |
|
|
|
|
|
|
|
|
Weighted average number of shares used in the calculation of diluted EPS |
|
|
|
56,695,519 |
|
|
|
|
62,863,665 |
|
|
|
|
78,800,192 |
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
0.07 |
|
|
|
|
0.91 |
|
|
|
|
0.54 |
|
|
|
|
|
|
|
|
The Group excluded the dilutive effect of 285,024 SARs and 74,877 RSUs in calculating diluted EPS for the year ended December 31, 2014, as they were anti-dilutive (December 31, 2013: 325,943 SARs and 64,792 RSUs).
26. Subsequent Events
On February 26, 2015, the Board of Directors declared a quarterly cash dividend of $0.14 per common share paid on March 13, 2015 to shareholders of record as of March 10, 2015.
On March 25, 2015, in connection with the Pending Vessels Acquisition, GasLog, through its vessel-owning subsidiaries GAS-twenty six Ltd. and GAS-twenty seven Ltd., entered into a senior secured term loan facility of up to $325,000 with ABN Amro Bank N.V., Commonwealth Bank of Australia,
Credit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, DNB Bank ASA, London Branch and ING Bank N.V., London Branch, and a subordinated term loan facility of up to $135,000 with ABN Amro Bank N.V., Credit Agricole Corporate and Investment
Bank, Deutsche Bank AG Filiale Deutschlandgeschäft and DNB Bank ASA, London Branch, pursuant to the commitment letters with DNB Bank ASA, London Branch dated December 19, 2014 (Note 12), for the purpose of financing the two ships to be acquired from BG Group. The obligations under
the senior secured term loan facility and the subordinated term loan facility are secured by a first and second priority mortgage, respectively, over each of the relevant vessels and are guaranteed by GasLog and GasLog Carriers Ltd.
F-52
EXHIBIT 8.1
SUBSIDIARIES OF GASLOG LTD.
The following companies are subsidiaries of GasLog Ltd. as of March 25, 2015:
|
|
|
|
|
Name of Subsidiary |
|
Jurisdiction of Incorporation |
|
Proportion of Ownership Interest |
Gaslog Investments Ltd. |
|
BVI |
|
|
|
100 |
% |
|
GasLog Monaco S.A.M. |
|
Monaco |
|
|
|
100 |
% |
|
GasLog LNG Services Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GasLog LNG Employee Incentive Scheme Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GasLog Carriers Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GasLog Shipping Company Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GasLog Shipping Ltd. |
|
BVI |
|
|
|
100 |
% |
|
GasLog Services US Inc. |
|
Delaware, U.S. |
|
|
|
100 |
% |
|
GasLog Services UK Ltd. |
|
England and Wales |
|
|
|
100 |
% |
|
GAS-one Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-two Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-six Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-seven Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-eight Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-nine Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-ten Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-eleven Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twelve Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-thirteen Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-fourteen Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-fifteen Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-eighteen Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-nineteen Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty one Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty two Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty three Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty four Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty five Ltd. |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty six Ltd.(1) |
|
Bermuda |
|
|
|
100 |
% |
|
GAS-twenty seven Ltd.(1) |
|
Bermuda |
|
|
|
100 |
% |
|
GasLog Partners GP LLC |
|
Marshall Islands |
|
|
|
100 |
% |
|
GasLog Partners LP |
|
Marshall Islands |
|
|
|
42.5 |
% |
|
GasLog Partners Holdings LLC |
|
Marshall Islands |
|
|
|
42.5 |
% |
|
GAS-three Ltd. |
|
Bermuda |
|
|
|
42.5 |
% |
|
GAS-four Ltd. |
|
Bermuda |
|
|
|
42.5 |
% |
|
GAS-five Ltd. |
|
Bermuda |
|
|
|
42.5 |
% |
|
GAS-sixteen Ltd. |
|
Bermuda |
|
|
|
42.5 |
% |
|
GAS-seventeen Ltd. |
|
Bermuda |
|
|
|
42.5 |
% |
|
|
|
(1) |
|
Incorporated in January 2015.
|
EXHIBIT 12.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Paul Wogan, certify that:
|
|
1. |
|
I have reviewed this annual report on Form 20-F of GasLog Ltd.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
|
|
4. |
|
The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
|
|
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; |
|
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; |
|
|
(c) |
|
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
(d) |
|
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
|
|
|
5. |
|
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
|
|
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
|
|
|
|
|
|
Dated: March 25, 2015 |
By: |
|
/s/ Paul Wogan |
|
|
|
|
|
Name: Paul Wogan |
|
|
Title: Chief Executive Officer |
EXHIBIT 12.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Simon Crowe, certify that:
|
|
1. |
|
I have reviewed this annual report on Form 20-F of GasLog Ltd.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
|
|
4. |
|
The companys other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
company and have:
|
|
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; |
|
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; |
|
|
(c) |
|
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
(d) |
|
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and
|
|
|
5. |
|
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
|
|
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting.
|
|
|
|
|
|
Dated: March 25, 2015 |
By: |
|
/s/ Simon Crowe |
|
|
|
|
|
Name: Simon Crowe |
|
|
Title: Chief Financial Officer |
EXHIBIT 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of GasLog Ltd., a corporation organized under the laws of Bermuda (the Company), for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of
the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|
1. |
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
|
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
|
|
|
|
|
Date: March 25, 2015 |
By: |
|
/s/ Paul Wogan |
|
|
|
|
|
Name: Paul Wogan |
|
|
Title: Chief Executive Officer |
EXHIBIT 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of GasLog Ltd., a corporation organized under the laws of Bermuda (the Company), for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of
the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|
1. |
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
|
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
|
|
|
|
|
Date: March 25, 2015 |
By: |
|
/s/ Simon Crowe |
|
|
|
|
|
Name: Simon Crowe |
|
|
Title: Chief Financial Officer |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-188817 and 333-194894 on Form F-3 and No. 333-187020 on Form S-8, of our report dated February 28, 2014, relating to the consolidated financial statements of GasLog Ltd. (the Company) as of December 31, 2013 and
for the two years in the period then ended, appearing in this Annual Report on Form 20-F of the Company for the year ended December 31, 2014.
/s/ Deloitte Hadjipavlou, Sofianos & Cambanis S.A.
Athens, Greece
March 25, 2015
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-188817 and 333-194894 on Form F-3 and No. 333-187020 on Form S-8, of our reports dated March 25, 2015, relating to the consolidated financial statements of GasLog Ltd. (the Company) as of and for the year ended
December 31, 2014, and the effectiveness of GasLog Ltd.s internal control over financial reporting as of December 31, 2014, appearing in this Annual Report on Form 20-F of the Company for the year ended December 31, 2014.
/s/ Deloitte LLP
London, United Kingdom
March 25, 2015
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