Final Results - Part 4
British Land Co PLC
30 May 2001
PART 4
14 Net debt (continued)
2001 2000
£m £m
------ ------
Secured on the assets of the Group
----------------------------------
6.5055% Notes 2038+ 97.6 97.5
8.875% First Mortgage Debenture Stock 2035 246.5 246.5
9.375% First Mortgage Debenture Stock 2028 197.1 197.1
10.5% First Mortgage Debenture Stock 2019/24 12.6 12.6
11.375% First Mortgage Debenture Stock 2019/24 20.4 20.4
5.66% 135 Bishopsgate Securitisation 2018+ 1.8 27.9
8.49% 135 Bishopsgate Securitisation 2018+ 7.1 106.8
------ ------
583.1 708.8
------ ------
Unsecured
Class C2 6.4515% Notes 2032+ 73.2 73.1
Class B 6.0875% Notes 2031+ 219.6 219.4
Class A3 5.7125% Notes 2031+ 146.4 146.3
Class A2 5.67% Notes 2029+ 295.7 299.5
Class A1 Fixed Rate Notes 2024+ 317.2 316.9
8.875% Bonds 2023* 147.6 147.6
5.66% 135 Bishopsgate Securitisation 2018+ 25.2
8.49% 135 Bishopsgate Securitisation 2018+ 97.2
12.5% Bonds 2016* 150.0 150.0
Class C1 6.7446% Notes 2014+ 170.8 170.7
Class D Fixed / Floating Rate Notes 2014+ 127.4 155.1
10.25% Bonds 2012 1.7 1.7
7.35% Senior US Dollar Notes 2007** 97.8 97.8
8.5% Loan Stock 2000/05 3.5
Bank loans and overdrafts 894.2 927.1
------ ------
2,764.0 2,708.7
------ ------
Convertible Bonds
6% Subordinated Irredeemable Convertible Bonds (note 15) 146.6 146.6
6.5% Convertible Bonds 2007 (note 15) 317.3 316.6
------ ------
463.9 463.2
------ ------
Gross debt 3,811.0 3,880.7
Cash and deposits (94.2) (118.4)
------ ------
Net debt 3,716.8 3,762.3
====== ======
+ These borrowings are obligations of ringfenced, default remote, special
purpose companies, with no recourse to other companies or assets in the Group.
* These bonds were repurchased on 1 May 2001 (note 4).
** These borrowings have been hedged in Sterling since the date of issue.
15 Convertible Bonds
6% Subordinated Irredeemable Convertible Bonds
The £150 million 6% Subordinated Irredeemable Convertible Bonds carry a
Bondholder conversion right exercisable at any time into Ordinary Shares of
the Company at 500p (2000 - 500p) per share. The Company has the right to
redeem, at its discretion, the Bonds at par if after 9th April 2001 the
average ordinary share price attains 130% of the conversion price for a 30 day
period and after 9th 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.
6.5% Convertible Bonds 2007
The £323 million 6.5% Convertible Bonds 2007 carry a Bondholder right of
conversion, exercisable at any time, into Ordinary Shares of the company at
672p (2000 - 672p) per share. The Company has the right to redeem, at its
discretion, all or part of the Bonds at par on or after 17 June 2002. 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 elect for conversion into the
underlying Ordinary Shares. On conversion of the entire issue into Ordinary
Shares of the Company 48.1 million Ordinary Shares would be issued.
16 Notes to the cash flow statement
Reconciliation of operating profit to net cash inflow from
operating activities
2001 2000
£m £m
------ ------
Operating profit 372.5 367.1
Dividends received (6.8) (1.1)
Depreciation 0.6 0.4
Decrease in trading properties 15.7 78.8
Increase in debtors (23.6) (5.4)
Increase (decrease) in creditors 26.4 (7.6)
------ ------
Net cash inflow from operating activities 384.8 432.2
====== ======
Analysis of Group net debt
Cash Non cash
2000 flow movements 2001
£m £m £m £m
------- ------- --------- --------
Cash at bank (54.4) 25.2 (29.2)
Overdraft 6.1 (0.1) 6.0
------- ------- --------- --------
Net cash per cash flow statement (48.3) 25.1 (23.2)
Term debt 3,411.4 (78.0) 7.7 3,341.1
Convertible Bonds 463.2 0.7 463.9
Term deposits (64.0) (1.0) (65.0)
------- ------- --------- --------
Group net debt 3,762.3 (53.9) 8.4 3,716.8
======= ======= ========= ========
Reconciliation of net cash flow to movement in Group net debt
2001 2000
£m £m
-------- --------
Brought forward 3,762.3 2,708.2
-------- --------
Movement in net debt in the year
Decrease in cash 25.1 32.1
Cash (outflow) inflow from movement in debt (78.0) 698.4
Cash outflow in term deposits (1.0) (25.7)
-------- --------
Changes resulting from cash flows (53.9) 704.8
Term debt acquired with Meadowhall Shopping Centre 448.7
Changes resulting from non cash flows 8.4 (99.4)
-------- --------
(45.5) 1,054.1
-------- --------
Carried forward 3,716.8 3,762.3
======== ========
Equity dividends paid
Following the abolition of Advance Corporation Tax on 5 April 1999, dividends
were paid on 6 April 1999 relating to the years ended 31 March 1998 and 1999.
The final dividend for the year ended 31 March 2000 was paid on 25 August
2000.
The interim dividend for the year ended 31 March 2001 was paid on 20 February
2001.
17 Share capital
Ordinary shares
of 25p each
---------------
Authorised 1 April 2000 and 31 March 2001 799,200,000
===============
£m
------
Issued and fully paid 1 April 2000 129.5 518,003,924
Issues 0.1 224,508
------ ---------------
Issued and fully paid 31 March 2001 129.6 518,228,432
======= ===============
18 Net Asset Value per share
2001 2000
Net Net
Shares Assets Shares Assets
m £m m £m
------ ------ ------ ------
Net Asset Value (undiluted)
Shareholders' funds as shown
on balance sheet 518.2 4,005.0 518.0 3,449.6
====== ======
External valuation surplus
on development and trading properties 149.4 143.9
------ ------
Net assets attributable to ordinary shares 4,154.4 3,593.5
====== ======
Net Asset Value per share (undiluted) 802p 694p
====== ======
Fully diluted Net Asset Value
Net assets attributable to
ordinary shares 518.2 4,154.4 518.0 3,593.5
Adjust to fully diluted on
conversion of:
6% Irredeemable Convertible Bonds 30.0 146.6 30.0 146.6
6.5% Convertible Bonds 2007 48.1 317.3 48.1 316.6
------ ------ ------ ------
Net assets attributable to
fully diluted ordinary shares 596.3 4,618.3 596.1 4,056.7
====== ====== ====== ======
Fully diluted Net Asset
Value per share 774p 681p
====== ======
The NAV includes the surplus of the external property valuation over the book
value of both development and trading properties. Such properties are included
in the balance sheet at the lower of cost and net realisable value.
19 Reserves
Profit
Share Other Revaluation and loss
premium reserves reserve account Total
£m £m £m £m £m
------- -------- ---------- --------- --------
At 1 April 2000 1,104.6 (1.2) 1,619.0 597.7 3,320.1
Issues 0.7 0.7
Retained profit 15.7 15.7
Realisation of prior
year revaluations (66.5) 66.5 0.0
Current year revaluation 539.6 539.6
Exchange movements on
net investments (0.7) (0.7)
------- -------- ---------- --------- --------
At 31 March 2001 1,105.3 (1.9) 2,092.1 679.9 3,875.4
======= ======== ========== ========= ========
The cumulative amount of goodwill written off against other reserves of the
Group is £14.6m (2000 - £14.6m).
20 Capital commitments
2001 2000
£m £m
------ ------
Contracted (including share of joint ventures - note 9) 425.0 239.6
====== ======
21 Contingent liabilities
It is estimated that, in the event of the realisation of all investment
properties and fixed asset investments at book value, the liability for tax,
after capital losses and available reliefs at 31 March 2001 would be in the
region of £590m and at the total value of investment, development and trading
properties as shown in note 8, £630m (2000 - £468m and £509m respectively).
Contingent liabilities of the Parent for guarantees to third parties amounted
to £33.0m (2000 - £33.0m)
22 Basis of preparation
The financial information is prepared on the basis of the accounting policies
set out in the Group's statutory accounts for the year ended 31 March 2000,
consistently applied in all material respects.
The Directors of The British Land Company PLC are responsible in accordance
with the Listing Rules of the Financial Services Authority and applicable
United Kingdom accounting standards for preparing and issuing this preliminary
announcement which was approved on 29 May 2001.
The financial information is extracted from the Group's full financial
statements for the year ended 31 March 2001. The financial information is
prepared on the basis of the accounting policies set out in the Group's full
financial statements for the year ended 31 March 2001, which are consistent in
all material respects with the policies applied in the Group's full financial
statements for the year ended 31 March 2000.
The financial information is abridged and does not constitute statutory
accounts for the years ended 31 March 2000 and 31 March 2001. Full financial
statements for the year ended 31 March 2000 (which received an unqualified
audit report) have been filed with the Registrar of Companies. Full financial
statements for the year ended 31 March 2001 will be dispatched to shareholders
and placed before the Annual General Meeting on 13 July 2001.
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