Notes to the Financial Statements

17 Net debt

  Consolidated   Parent
  Footnote 2005
£m
2004
£m
  2005
£m
2004
£m
Secured on the assets of the Group            
Class A4 4.821% Bonds 2036 1.1, 2 395.9        
6.5055% Secured Notes 2038 1.2, 3   97.8      
5.920% Secured Notes 2035 1.3 59.2 59.2      
Class C2 5.098% Bonds 2035 1.1, 2 214.3        
Class B 4.999% Bonds 2033 1.1, 2 364.6        
Class A3 4.851% Bonds 2033 1.1, 2 174.4        
Class A1 Floating Rate Bonds 2032 1.1, 2 224.3        
Class A2 4.949% Bonds 2031 1.1, 2 314.0        
Class D Floating Rate Bonds 2025 1.1, 2 149.5        
7.743% Secured Notes 2025 1.4 19.7 19.7      
Class C1 Floating Rate Bonds 2022 1.1, 2 234.2        
5.66% 135 Bishopsgate Securitisation 2018 1.5, 3   1.9      
8.49% 135 Bishopsgate Securitisation 2018 1.5, 3   7.1      
8 7/8% First Mortgage Debenture Bonds 2035   246.7 246.7   246.7 246.7
9 3/8% First Mortgage Debenture Stock 2028   197.3 197.3   197.3 197.3
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 1.6 205.6 206.0      
6 3/4% First Mortgage Debenture Bonds 2011 1.6 103.0 103.5      
Bank Loan 1.7 44.7 45.0      
    2,980.4 1,017.2   477.0 477.0
Unsecured            
Class A1 5.260% Unsecured Notes 2035 1.3 573.7 573.4      
Class B 5.793% Unsecured Notes 2035 1.3 99.2 99.1      
Class C Fixed Rate Unsecured Notes 2035 1.3 84.3 83.8      
Class C2 6.4515% Unsecured Notes 2032 1.2, 3   73.4      
Class B 6.0875% Unsecured Notes 2031 1.2, 3   220.2      
Class A3 5.7125% Unsecured Notes 2031 1.2, 3   146.8      
Class A2 5.67% Unsecured Notes 2029 1.2, 3   283.4      
Class A2(C) 6.457% Unsecured Notes 2025 1.4 212.2 212.3      
Class B2 6.998% Unsecured Notes 2025 1.4 206.0 205.8      
Class B3 7.243% Unsecured Notes 2025 1.4 20.6 20.5      
Class A1 Fixed Rate Unsecured Notes 2024 1.2, 3   319.1      
5.66% 135 Bishopsgate Securitisation 2018 1.5, 3   22.3      
8.49% 135 Bishopsgate Securitisation 2018 1.5, 3   88.4      
Class A1 6.389% Unsecured Notes 2016 1.4 79.8 84.3      
Class B1 7.017% Unsecured Notes 2016 1.4 79.6 85.9      
Class C1 6.7446% Unsecured Notes 2014 1.2, 3   147.4      
Class A2 5.555% Unsecured Notes 2013 1.3 39.7 44.6      
    1,395.1 2,710.7      
6.30% Senior US Dollar Notes 2015 4 97.4 97.4   97.4 97.4
10 1/4% Bonds 2012   1.7 1.7   1.7 1.7
7.35% Senior US Dollar Notes 2007 4 97.8 97.8   97.8 97.8
Guaranteed Floating Rate Unsecured Loan Notes 2005   0.3 0.7      
Bank loans and overdrafts   1,618.7 966.0   1,618.4 966.0
    3,211.0 3,874.3   1,815.3 1,162.9
6% Subordinated Irredeemable Convertible Bonds 5   149.0     149.0
Gross debt   6,191.4 5,040.5   2,292.3 1,788.9
Cash and deposits 6 (150.8) (173.7)   (21.2) (59.4)
Net debt   6,040.6 4,866.8   2,271.1 1,729.5
1 These borrowings are obligations of ringfenced, special purpose companies, with no recourse to other companies or assets in the Group:
  2005 2004
  £m £m
1.1 Broadgate Financing PLC 2,071.2  
1.2 Broadgate (Funding) PLC   1,288.1
1.3 MSC (Funding) PLC 856.1 860.1
1.4 BLSSP (Funding) PLC 617.9 628.5
1.5 135 Bishopsgate Financing Limited   119.7
1.6 BL Universal PLC 308.6 309.5
1.7 BLU Nybil Limited 44.7 45.0
2 A total of £2,080m Bonds were issued by Broadgate Financing PLC on 2 March 2005.
3 All the outstanding Notes of Broadgate (Funding) PLC and external loans of 135 Bishopsgate Financing Ltd were redeemed on 2 March 2005.
4 These borrowings have been hedged into Sterling from the date of issue.
5 All the outstanding 6% Subordinated Irredeemable Convertible Bonds were converted into ordinary shares on or before 30 July 2004.
6 Cash and deposits not subject to a security interest amount to £54.4m (2004: £82.5m). Following the April Interest Payment Date total cash and deposits held within the securitisation structures were reduced to some £22m (2004: £23m).
Interest rate profile – including effect of derivatives Consolidated
  2005 2004
  £m £m
Fixed rate 5,339.8 3,985.7
Capped rate 100.0 100.0
Variable rate (net of cash) 600.8 781.1
Net debt 6,040.6 4,866.8

All the above debt is effectively Sterling based except for £84.2m (2004: £64.6m) of Euro debt of which £46.0m (2004: £31.8m) is fixed and the balance floating. At 31 March 2005 the weighted average interest rate of the Sterling fixed rate debt is 6.08% (2004: 6.72%). The weighted average period for which the rate is fixed is 16.1 years (2004: 17.9 years), the reduction is primarily due to the conversion of the Irredeemable Convertible Bond which was treated as having a life of 100 years for this calculation. The weighted average interest rate for the Euro fixed rate debt is 3.87% (2004: 4.25%) and the weighted average period for which the rate is fixed is 5.0 years (2004: 1.4 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 £3,064.0m (2004: £3,266.6m).

Details of the financing policy and risk management are set out in Financing Policy & Risk Management.

Maturity analysis of net debt Consolidated   Parent
    2005 2004   2005 2004
    £m £m   £m £m
Repayable: within one year and on demand 407.7 485.2   379.7 446.4
between: one and two years 272.0 345.1   242.6 301.7
  two and five years 1,327.6 488.6   1,093.2 315.7
  five and ten years 532.6 572.6   0.7 1.5
  ten and fifteen years 811.5 556.6   96.8 97.7
  fifteen and twenty years 580.5 710.5   31.6  
  twenty and twenty five years 948.8 791.2   198.5 230.2
  twenty five and thirty years 1,000.7 635.0      
  thirty and thirty five years 310.0 306.7   249.2 246.7
Irredeemable     149.0     149.0
Gross debt   6,191.4 5,040.5   2,292.3 1,788.9
Cash   (54.7) (96.2)   (21.2) (59.4)
Term deposits   (96.1) (77.5)      
Total cash and deposits   (150.8) (173.7)   (21.2) (59.4)
Net debt   6,040.6 4,866.8   2,271.1 1,729.5
             
             
Maturity of committed undrawn borrowing facilities Consolidated      
    2005
£m
2004
£m
     
Expiring: within one year 114.0 45.0      
between: one and two years 95.0 150.0      
  two and three years 10.0 165.0      
  three and four years 441.9        
  four and five years 132.1 604.9      
  over five years 25.0        
Total   818.0 964.9      

The above facilities are those freely available to be drawn for Group purposes. There is an additional undrawn 364 day revolving liquidity facility totalling £185m which is only available for requirements of the Broadgate securitisation.

Comparison of market values and book values    
  2005   2004
  Market
value
£m
Book
value
£m
Difference
£m
  Market
value
£m
Book
value
£m
Difference
£m
Securitisations 3,581.1 3,545.2 35.9   3,122.8 2,896.4 226.4
Debentures and unsecured bonds 1,190.5 982.5 208.0   1,160.3 983.4 176.9
Convertible Bonds         195.2 149.0 46.2
Bank debt and other floating rate debt 1,663.7 1,663.7     1,011.7 1,011.7  
Cash and deposits (150.8) (150.8)     (173.7) (173.7)  
  6,284.5 6,040.6 243.9   5,316.3 4,866.8 449.5
Derivatives:              
  Unrecognised gains (10.0)   (10.0)   (12.3)   (12.3)
  Unrecognised losses 60.0   60.0   47.1   47.1
  50.0   50.0   34.8   34.8
Total 6,334.5 6,040.6 293.9   5,351.1 4,866.8 484.3

The Differences are shown before any tax relief.

In accordance with Accounting Standards the book value of debt is par value net of unamortised issue costs, except for debt assumed on corporate acquisitions where the book value is the fair value of the debt at the date of acquisition. Short term debtors and creditors have been excluded from the disclosures (other than the currency disclosures). The valuations of the Broadgate Bonds (see footnote 1.1) and Meadowhall Notes (see footnote 1.3) have been undertaken by Morgan Stanley. The valuation of the 6.30% Senior US Dollar Notes 2015 has been undertaken by Barclays Capital. 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 2005, £nil gains and £0.2m losses are expected to be realised in the next financial year(2004: £0.2m gains; £1.8m losses) and the balance in subsequent years. Net costs of £0.7m (2004 costs: £5.7m) were recognised in the current year, comprising receipts of £16.5m (2004: £10.1m) and costs of £17.2m (2004: £15.8m).

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, as detailed below:

  2005
£m
2004
£m
Securitised debt 19.6 37.8
Debentures 9.5 9.8
US Dollar Notes 0.4 0.5
Convertible Bonds   1.0
  29.5 49.1

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 2005 the balance of the fair value adjustment arising on the Group’s acquisition of the remaining 50% interest in BL Universal PLC was £12.1m (2004: £13.3m). This has the effect of increasing the carrying value of the Group’s secured debt in the balance sheet.