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15 Net debt

  Group Parent
 
 
Footnote
2004
£m
2003
£m
2004
£m
2003
£m

Secured on the assets of the Group
6.5055% Secured Notes 2038
1.1
97.8
97.7
   
5.920% Secured Notes 2035
1.2
59.2
59.2
   
7.743% Secured Notes 2025
1.3
19.7
19.7
   
5.66% 135 Bishopsgate Securitisation 2018
1.4
1.9
1.9
   
8.49% 135 Bishopsgate Securitisation 2018
1.4
7.1
7.1
   
8 7/8% First Mortgage Debenture Bonds 2035
 
246.7
246.6
246.7
246.6
9 3/8% First Mortgage Debenture Stock 2028
 
197.3
197.2
197.3
197.2
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
6 3/4% First Mortgage Debenture Bonds 2020
1.5
206.0
     
6 3/4% First Mortgage Debenture Bonds 2011
1.5
103.5
     
Bank loan
1.6
45.0
     

   
1,017.2
662.4
477.0
476.8

Unsecured
Class A1 5.260% Unsecured Notes 2035
1.2,2
573.4
543.0
   
Class B 5.793% Unsecured Notes 2035
1.2,2
99.1
88.9
   
Class C Fixed Rate Unsecured Notes 2035
1.2,2
83.8
74.0
   
Class C2 6.4515% Unsecured Notes 2032
1.1
73.4
73.4
   
Class B 6.0875% Unsecured Notes 2031
1.1
220.2
220.0
   
Class A3 5.7125% Unsecured Notes 2031
1.1
146.8
146.6
   
Class A2 5.67% Unsecured Notes 2029
1.1
283.4
287.8
   
Class A2(C) 6.457% Unsecured Notes 2025
1.3,3
212.3
157.0
   
Class B2 6.998% Unsecured Notes 2025
1.3
205.8
205.6
   
Class B3 7.243% Unsecured Notes 2025
1.3
20.5
20.5
   
Class A1 Fixed Rate Unsecured Notes 2024
1.1
319.1
318.6
   
5.66% 135 Bishopsgate Securitisation 2018
1.4
22.3
23.3
   
8.49% 135 Bishopsgate Securitisation 2018
1.4
88.4
91.6
   
Class A1 6.389% Unsecured Notes 2016
1.3,3
84.3
60.9
   
Class B1 7.017% Unsecured Notes 2016
1.3
85.9
91.6
   
Class C1 6.7446% Unsecured Notes 2014
1.1
147.4
161.6
   
Class D Fixed/Floating Rate Unsecured Notes 2014
1.1,4
 
78.7
   
Class A2 5.555% Unsecured Notes 2013
1.2
44.6
49.5
   

   
2,710.7
2,692.6
   
6.30% Senior US Dollar Notes 2015
5,6
97.4
 
97.4
 
10 1/4% Bonds 2012
 
1.7
1.7
1.7
1.7
7.35% Senior US Dollar Notes 2007
6
97.8
97.8
97.8
97.8
Guaranteed Floating Rate Unsecured Loan Notes 2005
 
0.7
0.8
   
Bank loans and overdrafts
 
966.0
899.0
966.0
899.0

   
3,874.3
3,691.9
1,162.9
998.5

Convertible Bonds
6% Subordinated Irredeemable Convertible Bonds
 
149.0
146.8
149.0
146.8

Gross debt
 
5,040.5
4,501.1
1,788.9
1,622.1
Cash and deposits
7
(173.7)
(139.7)
(59.4)
(28.7)

Net debt
 
4,866.8
4,361.4
1,729.5
1,593.4


1 These borrowings are obligations of ringfenced, special purpose companies, with no recourse to other companies or assets in the Group.
1.1 Broadgate (Funding) PLC
1,288.1 1,384.4
1.2 MSC (Funding) PLC
860.1 814.6
1.3 BLSSP(Funding) PLC
628.5 555.3
1.4 135 Bishopsgate Financing Ltd
119.7 123.9
1.5 BL Universal PLC
309.5  
1.6 BLU Nybil Ltd
45.0  
 
2 A total of £50 million Notes were issued on 14 April 2003.
3 A total of £75.5 million Notes were issued on 6 October 2003.
4 These Notes were redeemed and cancelled on 7 July 2003.
5 A total of $154 million Notes were issued on 3 October 2003.
6 These borrowings have been hedged into Sterling from the date of issue.
7 Cash and deposits not subject to a security interest amount to £82.5m (2003: £45.9m).


Interest rate profile – including effect of derivatives
Group
 
 
2004
£m
2003
£m

Fixed rate
3,985.7
3,543.8
Capped rate
100.0
100.0
Variable rate (net of cash)
781.1
717.6

Net debt
4,866.8
4,361.4

All the above debt is effectively Sterling based except for £64.6m (2003: £120.7m) of Euro debt of which £31.8m (2003: £57.4m) is fixed and the balance floating. At 31 March 2004 the weighted average interest rate of the Sterling fixed rate debt is 6.72% (2003: 6.78%). The weighted average period for which the rate is fixed is 17.9 years (2003: 19.3 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 4.25% (2003: 4.00%) and the weighted average period for which the rate is fixed is 1.4 years (2003: 1.9 years). The floating rate debt is set for periods of the company’s choosing based on the relevant LIBOR (or similar) rate.

Total borrowings where any instalments are due after five years is £3,266.6m (2003: £2,866.3m).

View details of the financing policy and risk management.

Maturity analysis of net debt
Group Parent
 
 
2004
£m
2003
£m
2004
£m
2003
£m

Repayable:
within one year and on demand
485.2
234.7
446.4
176.9
between:
one and two years
345.1
459.6
301.7
399.1
 
two and five years
488.6
543.6
315.7
379.5
 
five and ten years
572.6
431.1
1.5
43.1
 
ten and fifteen years
556.6
430.8
97.7
 
 
fifteen and twenty years
710.5
469.9
   
 
twenty and twenty five years
791.2
789.0
230.2
230.1
 
twenty five and thirty years
635.0
666.8
   
 
thirty and thirty five years
306.7
328.8
246.7
246.6
Irredeemable
149.0
146.8
149.0
146.8
 
Gross debt
5,040.5
4,501.1
1,788.9
1,622.1
 
Cash
(96.2)
(50.3)
(59.4)
(20.3)
Term deposits
(77.5)
(89.4)
 
(8.4)
 
Total cash and deposits
(173.7)
(139.7)
(59.4)
(28.7)

Net debt
4,866.8
4,361.4
1,729.5
1,593.4



Maturity of committed undrawn borrowing facilities
Group
 
 
2004
£m
2003
£m

Expiring:
within one year
45.0
133.1
between:
one and two years
150.0
30.0
 
two and three years
165.0
255.0
 
three and four years
 
170.0
 
four and five years
604.9
 
 
over five years
 
8.6

Total
964.9
596.7



Comparison of market values and book values
  2004 2003
 
 
Market
value
£m
Book
value
£m
Difference
£m
Market
value
£m

Book
value
£m

Difference
£m

Fixed rate debt:
 
Securitisations
3,122.8
2,896.4
226.4
3,153.6
2,878.2
275.4
 
Debentures and unsecured bonds
1,160.3
983.4
176.9
756.9
576.3
180.6
 
Convertible Bonds
195.2
149.0
46.2
154.0
146.8
7.2
Bank debt
1,011.7
1,011.7
 
899.8
899.8
 
Cash and deposits
(173.7)
(173.7)
 
(139.7)
(139.7)
 

 
5,316.3
4,866.8
449.5
4,824.6
4,361.4
463.2

Derivatives:
           
 
Unrecognised gains
(12.3)
 
(12.3)
(17.5)
 
(17.5)
 
Unrecognised losses
47.1
 
47.1
41.0
 
41.0
 
 
34.8
 
34.8
23.5
 
23.5

Total
5,351.1
4,866.8
484.3
4,848.1
4,361.4
486.7

The Differences are shown before any tax relief. The difference between book value and market value on the Convertible Bonds 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, except for debts assumed on corporate acquisitions where the book value is the fair value of the debt. 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. 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. Of the unrecognised amount at 31 March 2004, £0.2m gains and £1.8m losses are expected to be realised in the next financial year (2003: £nil gains; £nil losses) and the balance in subsequent years. Net costs of £5.7m (2003 costs: £6.5m) were recognised in the current year, comprising receipts of £10.1m (2003: £7.0m) and costs of £15.8m (2003: £13.5m).

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 (2003: 500p) per share. The company has the right to redeem 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.

Balance sheet adjustments
In accordance with Financial Reporting Standard 4 ‘Capital Instruments’, debt issue costs, less premiums received, have been deducted from the principal amount of debt in arriving at balance sheet values. At 31 March 2004 the total amount of the adjustment was £49.1m (2003: £57.5m) as detailed below:

 
2004
£m
2003
£m

Securitised debt
37.8
48.1
Debentures
9.8
6.2
US Dollar Notes
0.5
 
Convertible Bonds
1.0
3.2

 
49.1
57.5

 

In accordance with Financial Reporting Standard 7 ‘Fair Values In Acquisition Accounting’, on a corporate acquisition, debt is recorded in the balance sheet at fair value. At 31 March 2004 the total amount of the fair value adjustment arising on the Group’s acquisition of the remaining 50% interest in BL Universal PLC was £13.3m (2003: £nil). The adjustment increases secured debt.

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