European medium-term note programme (EMTN)
National Express Group plc has established a European medium-term note programme (EMTN) to provide a flexible means of issuing bonds in various currencies and maturities.
To view the latest EMTN prospectus see below:
Prospectus dated 03 October 2017
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Supplementary Prospectus dated 06 November 2017
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In November 2016, National Express Group Plc issued a £400m Sterling bond, final terms of which are included below:
Final terms dated 09 November 2016
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The Group maintains a prudent approach to its financing and is committed to an investment grade credit rating. The Board’s policy targets a level of debt that allows for disciplined investment and ample headroom on its covenants, with net debt to EBITDA at a ratio of 2.0x to 2.5x in the medium-term. Both Moody’s and Fitch have reaffirmed their investment grade ratings in 2016.
The Group’s key debt ratios as at 31 December 2016 and 2015 were gearing of 2.5 times and a bank covenant that should not exceed 3.5 times. The interest cover ratio was EBITDA 7.0 times interest as at 31 December 2016 (2015: 6.6x) comfortably exceeding the bank covenant of not less than 3.5 times.
The Group has a strong funding platform that underpins the delivery of its strategy. Core funding is provided from non-bank sources, to provide improved certainty and maturity of funding.
During the year, the Group has been cognisant of market volatility and sought to actively manage liquidity and interest rate risk prior to the refinancing of the Group’s £350 million bond maturing in January 2017.
In January 2016, the Group entered into new bank facilities totalling £450 million, comprising a £350 million bridge-to-bond facility, together with a £100 million general corporate purposes facility. This bridging facility gave the Group significant flexibility, enabling the Group to choose the optimum moment to refinance taking into account the prevailing low interest rate environment, without incurring punitive refinancing charges.
Following the EU referendum result and prior to the US election, gilt rates were at historical lows. In September 2016, the Group entered into additional unsecured committed revolving credit facilities totalling £96 million. These new facilities are on the same terms as the Group’s £416 million bank facility and mature in November 2021. In November 2016, the Group issued a £400 million 7-year Sterling bond with a coupon of 2.5%. The proceeds were used to refinance the Group’s £350 million bond which matured in January 2017 and for general corporate purposes. Both facilities provide the Group with an appropriate level of liquidity and funding headroom together with ensuring significant interest savings going forwards.
Excluding the £350 million bond which was repaid in January 2017, the Group had £838 million of funding at the year-end. This funding is primarily from two Sterling denominated bonds comprised of a £400 million bond maturing in 2023 and a £225 million bond maturing in 2020, a private placement of €78 million maturing in 2021 and £159 million of finance leases. The residual debt balance is funded from the Group’s £512 million revolving credit facilities, with a margin of 0.6% over LIBOR and maturing in 2021. At 31 December 2016, the Group had £830 million in cash and undrawn facilities available, which included £350 million used to repay the expiring £350 million bond in January 2017.
At 31 December 2016, the Group had foreign currency debt and swaps held as net investment hedges. These help mitigate volatility in foreign currency profit translation with corresponding movements in the Sterling value of debt. These corresponded to 2.1 times EBITDA earned in the US, held in US Dollars, and 2.4 times EBITDA earned in Spain and Germany, held in Euros. The Group hedges its exposure to interest rate movements to maintain a balance between fixed and floating interest rates on borrowings. It has therefore entered into a series of swaps that have the effect of converting fixed rate debt to floating rate debt. The net effect of these transactions was that, at 31 December 2016, the proportion of Group net debt at floating rates was 24% (2015: 34%).
The Group’s principal defined benefit pension schemes are all in the UK. The combined deficit under IAS19 at 31 December 2016 for the continuing operations was £88.2 million (31 December 2015: deficit of £12.6m). The two principal plans are the UK Group scheme, which closed to new accrual in 2011, and the West Midlands Bus plan, which remains open to accrual for existing active members only. We are currently in negotiations with the Trustees of each of these schemes with respect to future deficit payments and anticipate that the overall level of contribution will remain at around £10 million per annum.
The IAS19 valuations for the principal schemes at 31 December 2016 were as follows:
- UK Bus (under the WM plan and the Tayside Transport Superannuation Fund): £128.5 million deficit (2015: £60.4m deficit);
- UK Group scheme: £44.5 million surplus (2015: £34.9m surplus)
The net pension surplus for c2c’s participation in the Railway Pension Scheme has been transferred following the disposal of the rail franchise to Trenitalia.