British Land - Annual Report & Accounts 2003
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Notes to the Financial Statements

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26


19 Net debt
      Group     Parent  
   

   
2003
£m
2002
£m
2003
£m
2002
£m

   
Secured on the assets of the Group  
† 6.5055% Secured Notes 2038  
97.7
97.7
† 5.920% Secured Notes 2035  
59.2
59.2
   8 7/8% First Mortgage Debenture Bonds 2035  
246.6
246.6
246.6
246.6
   9 3/8% First Mortgage Debenture Stock 2028  
197.2
197.2
197.2
197.2
† 7.743% Secured Notes 2025  
19.7
19.6
   10 1/2% First Mortgage Debenture Stock 2019/24  
12.6
12.6
12.6
12.6
   11 3/8% First Mortgage Debenture Stock 2019/24  
20.4
20.4
20.4
20.4
† 5.66% 135 Bishopsgate Securitisation 2018  
1.9
1.9
† 8.49% 135 Bishopsgate Securitisation 2018  
7.1
7.1

   
662.4
662.3
476.8
476.8

   Unsecured  
† Class A1 5.260% Unsecured Notes 2035  
543.0
542.8
† Class B 5.793% Unsecured Notes 2035  
88.9
88.9
† Class C Fixed Rate Unsecured Notes 2035  
74.0
74.0
† Class C2 6.4515% Unsecured Notes 2032  
73.4
73.3
† Class B 6.0875% Unsecured Notes 2031  
220.0
219.8
† Class A3 5.7125% Unsecured Notes 2031  
146.6
146.5
† Class A2 5.67% Unsecured Notes 2029  
287.8
291.9
† Class A2(C) 6.457% Unsecured Notes 2025  
157.0
157.0
† Class B2 6.998% Unsecured Notes 2025  
205.6
205.5
† Class B3 7.243% Unsecured Notes 2025  
20.5
20.6
† Class A1 Fixed Rate Unsecured Notes 2024  
318.6
317.5
† 5.66% 135 Bishopsgate Securitisation 2018  
23.3
24.3
† 8.49% 135 Bishopsgate Securitisation 2018  
91.6
94.5
† Class A1 6.389% Unsecured Notes 2016  
60.9
63.3
† Class B1 7.017% Unsecured Notes 2016  
91.6
97.0
† Class C1 6.7446% Unsecured Notes 2014  
161.6
171.0
† Class D Fixed/Floating Rate Unsecured Notes 2014  
78.7
98.2
† Class A2 5.555% Unsecured Notes 2013  
49.5
49.3
    10 1/4% Bonds 2012  
1.7
1.7
1.7
1.7
* 7.35% Senior US Dollar Notes 2007  
97.8
97.8
97.8
97.8
   Guaranteed Floating Rate Unsecured Loan Notes 2005  
0.8
   Bank loans and overdrafts  
899.0
240.4
899.0
240.4

   
3,691.9
3,075.3
998.5
339.9

    Convertible Bonds  
    6% Subordinated Irredeemable Convertible Bonds  
146.8
146.7
146.8
146.7
** 6 1/2% Convertible Bonds 2007  
323.0
323.0

   
146.8
469.7
146.8
469.7

    Gross debt  
4,501.1
4,207.3
1,622.1
1,286.4
    Cash and deposits  
(139.7)
(366.9)
(28.7)
(237.6)

    Net debt  
4,361.4
3,840.4
1,593.4
1,048.8

†These borrowings are obligations of ringfenced, default remote, special purpose companies, with no recourse to other companies or assets in the Group.
*These borrowings have been hedged into Sterling since the date of issue.
**These bonds were redeemed and cancelled on 24 June 2002.


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Interest rate profile – including effect of derivatives Group
 
2003
£m
2002
£m

Fixed rate
3,543.8
3,541.2
Capped rate
100.0
100.0
Variable rate (net of cash)
717.6
199.2

Net debt
4,361.4
3,840.4

All the above debt is effectively Sterling except for £120.7m (2002: £101.0m) of Euro debt of which £57.4m (2002: £72.7m) is fixed and the balance floating. At 31 March 2003 the weighted average interest rate of the Sterling fixed rate debt is 6.78% (2002: 6.84%). The weighted average period for which the rate is fixed is 19.3 years (2002: 21.6 years). The Irredeemable Convertible Bond is treated as having a life of 100 years for this calculation. The weighted average interest rate for the Euro fixed rate debt is 4.00% (2002: 3.85%) and the weighted average period for which the rate is fixed is 1.9 years (2002: 2.3 years). The floating rate debt is set for periods of the Company ’s choosing at the relevant LIBOR (or similar) rate.

Total borrowings where any instalments are due after five years is £2,866.3m (2002: £2,915.0m).

Details of the financing, treasury policy and financial risk management are set out here.

Maturity analysis of net debt
   
Group
Parent
 

   
2003
£m
2002
£m
2003
£m
2002
£m

Repayable: within one year and on demand
234.7
446.9
176.9
401.5
between: one and two years
459.6
151.1
399.1
93.0
  two and five years
543.6
324.9
379.5
154.4
  five and ten years
431.1
365.0
43.1
14.0
  ten and fifteen years
430.8
418.3
  fifteen and twenty years
469.9
459.9
  twenty and twenty five years
789.0
630.7
230.1
32.9
  twenty five and thirty years
666.8
845.8
197.2
  thirty and thirty five years
328.8
418.0
246.6
246.7
Irredeemable  
146.8
146.7
146.8
146.7
   


Gross debt  
4,501.1
4,207.3
1,622.1
1,286.4
   


Cash  
(50.3)
(20.4)
(20.3)
(3.6)
Term deposits  
(89.4)
(346.5)
(8.4)
(234.0)
   


Total cash and deposits  
(139.7)
(366.9)
(28.7)
(237.6)

Net debt  
4,361.4
3,840.4
1,593.4
1,048.8

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Maturity of committed undrawn borrowing facilities

   
Group
   
   
2003
2002
   
£m
£m

Expiring: within one year
133.1
437.1
between: one and two years
30.0
161.8
  two and three years
255.0
402.5
  three and four years
170.0
425.0
  four and five years
215.0
  over five years
8.6
37.7

Total  
596.7
1,679.1


Comparison of market values and book values
 
2003
2002
 

 
Market
Book
Market
Book
 
value
value
Difference
value
value
Difference
 
£m
£m
£m
£m
£m
£m

Fixed rate debt:
Securitisations
3,153.6
2,878.2
275.4
3,009.2
2,920.9
88.3

Debentures and unsecured bonds

756.9
576.3
180.6
729.1
576.3
152.8

Convertible Bonds

154.0
146.8
7.2
492.8
469.7
23.1
Bank debt
899.8
899.8
240.4
240.4
Cash and deposits
(139.7)
(139.7)
(366.9)
(366.9)

 
4,824.6
4,361.4
463.2
4,104.6
3,840.4
264.2

Derivatives:

unrecognised gains

(17.5)
(17.5)
(4.4)
(4.4)

unrecognised losses

41.0
41.0
44.1
44.1
 
 
23.5
23.5
39.7
39.7

Total
4,848.1
4,361.4
486.7
4,144.3
3,840.4
303.9

The market value and difference are shown before any tax relief. The difference between book value and market value on the convertibles arises principally from the British Land share price.
In accordance with Accounting Standards the book value of debt is par value net of unamortised issue costs. Short term debtors and creditors have been excluded from the disclosures (other than the currency disclosures). The valuations of the Broadgate and Meadowhall Notes have been undertaken by Morgan Stanley. The valuations of 135 Bishopsgate Securitisations 2018 have been undertaken by The Royal Bank of Scotland. The valuations of other fixed rate debt and convertible debt have been undertaken by UBS Warburg. The bank debt has been valued assuming it could be renegotiated at contracted margins. The derivatives have been valued by the independent treasury advisor Record Currency Management.

The Group uses interest rate swaps to manage its interest rate profile. Changes in the fair value of instruments used as hedges are not recognised in the financial statements until the hedged position matures.

Net losses of £6.5m (2002 gains: £4.8m) were recognised in the current year, comprising gains of £7.0m (2002: £17.7m) and losses of £13.5m (2002: £12.9m).

Of the unrecognised amount at 31 March 2003, £nil gains and £nil losses are expected to be realised in the next financial year (2002: £nil gains; £1.2m losses) and the balance in subsequent years.

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6% Subordinated Irredeemable Convertible Bonds
The £150m 6% Subordinated Irredeemable Convertible Bonds carry a Bondholder conversion right exercisable at any time into Ordinary Shares of the Company at 500p (2002: 500p) per share. The Company has the right to redeem, at its discretion, the Bonds at par if after 9 April 2001 the average ordinary share price attains 130% of the conversion price for a 30 day period and after 9 April 2008 without conditions. The Company has the right to redeem the remaining Bonds where 75% of the Bonds have been converted or purchased or cancelled. If the Company elects to redeem the Bonds, Bondholders have the right to convert into the underlying Ordinary Shares. The Company has an option to exchange the Bonds for 6% Convertible Preference Shares with the same conversion terms. The Company has a further option to exchange the preference shares back to Convertible Bonds after these preference shares have been in issue for six months. On conversion of the entire issue into Ordinary Shares of the Company 30.0 million Ordinary Shares would be issued.


Debt issue costs
Total unamortised issue costs reducing the principal amount of debt in arriving at the Balance Sheet values amount to £57.5m (2002: £63.7m) , of which £3.4m (2002: £3.5m) relates to the secured tranches of Securitisations, £44.7m (2002: £50.7m) to the unsecured tranches of Securitisations, £6.2m (2002: £6.2m) to Debentures and £3.2m (2002: £3.3m) to Convertible Bonds.

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