Full Annual Report - Inchcape

Full Annual Report - Inchcape Full Annual Report - Inchcape

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Financial statements Notes to the accounts continued 23 Financial instruments continued Cash flow hedges The Group principally uses forward foreign exchange contracts to hedge purchases in a non-functional currency against movements in exchange rates. The cash flows relating to these contracts are generally expected to occur within 12 months of the end of the reporting period. The nominal principal amounts of the outstanding forward foreign exchange contracts relating to transactional exposures at 31 December 2009 was £587.3m (2008 – £464.7m). Net fair value gains and losses recognised in the hedging reserve in shareholders’ equity (see note 25) on forward foreign exchange contracts as at 31 December 2009 are expected to be released to the consolidated income statement within 12 months of the end of the reporting period. Fair value hedge At 31 December 2009, the Group had in place five cross currency interest rate swaps. Four of these total US$475m which hedge changes in the fair value of the Group’s 10 and 12 year loan notes. Under these swaps the Group receives fixed rate US dollar interest of 5.94% on US$275m and 6.04% on US$200m and pays LIBOR +85bps and LIBOR +90bps for the 10 and 12 year notes respectively. An additional US$39.2m cross currency interest rate swap was put in place following the US$114.2m repayment of the Private Placement in order to offset the required portion of the original US$475m swaps. Under the new swap the Group pays US dollar interest of 6.04% on US$39.2m and receives LIBOR +214bps for the 12 year notes only. The loan notes and cross currency interest rate swaps have the same critical terms. Hedge of net investment in foreign operations Further to the US$114.2m repayment of the Private Placement during the year, US$75m was de-designated as a hedge of the net investments in Hong Kong, Saipan and Guam which was being used to hedge the Group’s exposure to foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing were transferred to equity, up until the point when the debt was repaid, to offset any gains or losses on translation of net investments in the subsidiaries. h. Capital management The primary objective of the Group’s management of debt and equity is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. During the year, the Group issued 4,143,316,500 new ordinary shares of 1p each by way of 9 for 1 Rights Issue (see note 24). The committed bank facilities and Private Placement borrowings are subject to the same interest cover covenant based on an adjusted EBITA measure to interest on consolidated borrowings. The Group is required to maintain a ratio of not less than three to one and was compliant with this covenant throughout the year. The Group monitors group leverage by reference to three tests: Adjusted EBITA interest cover, the ratio of net debt to EBITDA and the ratio of net debt to market capitalisation. 2009 2008 Adjusted EBITA interest cover (times)* 14.0 8.0 Net debt to EBITDA (times)** n/a 1.4 Net debt / market capitalisation (percentage)*** n/a 227.7% * Calculated as Adjusted EBITA / interest on consolidated borrowings ** Calculated as net debt / earnings before exceptional items, interest, tax, depreciation and amortisation *** Calculated as net debt / market capitalisation as at 31 December 126 Inchcape plc ¦ Annual Report and Accounts 2009

Section Three Financial statements 24 Share capital a. Authorised Number of shares Ordinary share capital 2009 Number 2008 Number Ordinary share capital at 1.0p per share (2008 – 25.0p per share) 7,956,141,456 786,000,000 79.6 196.5 Deferred share capital at 24.0p per share 487,244,106 – 116.9 – 8,443,385,562 786,000,000 196.5 196.5 2009 £m 2008 £m b. Allotted, called up and fully paid up 2009 Number 2008 Number Ordinary shares At 1 January 487,244,106 486,188,977 121.9 121.6 Share capital re-organisation – – (116.9) – Allotted under share option schemes 154,368 1,055,129 – 0.3 Rights Issue 4,143,316,500 – 41.4 – At 31 December 4,630,714,974 487,244,106 46.4 121.9 2009 £m 2008 £m Deferred shares At 1 January – – – – Share capital re-organisation 487,244,106 – 116.9 – At 31 December 487,244,106 – 116.9 – 163.3 121.9 c. Rights Issue On 23 April 2009, 4,143,316,500 new ordinary shares of 1p each were issued by way of a 9 for 1 Rights Issue. The issue raised £234.3m net of issue costs of £14.3m. The structure utilised to facilitate the Rights Issue attracted merger relief under Section 131 of the Companies Act 1985 and as a result the excess of the net proceeds over the nominal value of the shares issued was initially recorded as a merger reserve. Subsequent internal transactions required to complete the Rights Issue resulted in the excess of £192.9m being transferred to retained earnings and is available for distribution to shareholders. Prior to the Rights Issue, the nominal value of 25p of each existing ordinary share exceeded the proposed issue price of 6p of each new ordinary share. As it was not possible for the Company to issue shares at less than their nominal value, the existing shares were subdivided into one new ordinary share of 1p and one deferred share of 24p. The rights attached to the deferred shares, which are not listed, are limited. Holders of deferred shares have no voting, dividend or capital distribution rights, save for very limited rights on a winding up. It is intended that they will be cancelled and an appropriate reserve created in due course. d. Share buy back programme At 31 December 2009, the Company held 26,875,606 treasury shares (2008 – 26,875,606) with a total book value of £99.4m (2008 – £99.4m). These shares may either be cancelled or used to satisfy share options at a later date. The Group did not repurchase any of its own shares during the period ended 31 December 2009 (2008 – 4,460,000 shares were purchased on the London Stock Exchange). In 2008, the total consideration paid was £16.0m and this was deducted from the Retained earnings reserve. The shares repurchased in 2008 equated to 0.9% of the issued share capital. e. Substantial shareholdings Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 9 March 2010 under the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the Corporate Governance report. www.inchcape.com 127

Financial statements<br />

Notes to the accounts continued<br />

23 Financial instruments continued<br />

Cash flow hedges<br />

The Group principally uses forward foreign exchange contracts to hedge purchases in a non-functional currency against movements<br />

in exchange rates. The cash flows relating to these contracts are generally expected to occur within 12 months of the end of the<br />

reporting period.<br />

The nominal principal amounts of the outstanding forward foreign exchange contracts relating to transactional exposures at<br />

31 December 2009 was £587.3m (2008 – £464.7m).<br />

Net fair value gains and losses recognised in the hedging reserve in shareholders’ equity (see note 25) on forward foreign exchange<br />

contracts as at 31 December 2009 are expected to be released to the consolidated income statement within 12 months of the end<br />

of the reporting period.<br />

Fair value hedge<br />

At 31 December 2009, the Group had in place five cross currency interest rate swaps. Four of these total US$475m which hedge<br />

changes in the fair value of the Group’s 10 and 12 year loan notes. Under these swaps the Group receives fixed rate US dollar interest<br />

of 5.94% on US$275m and 6.04% on US$200m and pays LIBOR +85bps and LIBOR +90bps for the 10 and 12 year notes respectively.<br />

An additional US$39.2m cross currency interest rate swap was put in place following the US$114.2m repayment of the Private Placement<br />

in order to offset the required portion of the original US$475m swaps. Under the new swap the Group pays US dollar interest of 6.04%<br />

on US$39.2m and receives LIBOR +214bps for the 12 year notes only. The loan notes and cross currency interest rate swaps have the<br />

same critical terms.<br />

Hedge of net investment in foreign operations<br />

Further to the US$114.2m repayment of the Private Placement during the year, US$75m was de-designated as a hedge of the net<br />

investments in Hong Kong, Saipan and Guam which was being used to hedge the Group’s exposure to foreign exchange risk on<br />

these investments. Gains or losses on the retranslation of this borrowing were transferred to equity, up until the point when the debt<br />

was repaid, to offset any gains or losses on translation of net investments in the subsidiaries.<br />

h. Capital management<br />

The primary objective of the Group’s management of debt and equity is to ensure that it maintains a strong credit rating and healthy<br />

capital ratios in order to support its business and maximise shareholder value.<br />

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust<br />

the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.<br />

During the year, the Group issued 4,143,316,500 new ordinary shares of 1p each by way of 9 for 1 Rights Issue (see note 24).<br />

The committed bank facilities and Private Placement borrowings are subject to the same interest cover covenant based on an adjusted<br />

EBITA measure to interest on consolidated borrowings. The Group is required to maintain a ratio of not less than three to one and was<br />

compliant with this covenant throughout the year.<br />

The Group monitors group leverage by reference to three tests: Adjusted EBITA interest cover, the ratio of net debt to EBITDA and the<br />

ratio of net debt to market capitalisation.<br />

2009 2008<br />

Adjusted EBITA interest cover (times)* 14.0 8.0<br />

Net debt to EBITDA (times)** n/a 1.4<br />

Net debt / market capitalisation (percentage)*** n/a 227.7%<br />

* Calculated as Adjusted EBITA / interest on consolidated borrowings<br />

** Calculated as net debt / earnings before exceptional items, interest, tax, depreciation and amortisation<br />

*** Calculated as net debt / market capitalisation as at 31 December<br />

126<br />

<strong>Inchcape</strong> plc ¦ <strong>Annual</strong> <strong>Report</strong> and Accounts 2009

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