The availability of some financing is contingent upon achieving the “A ratio” (average net debt/EBITDA). This is calculated every six months and must be below 3.50 for the private bond placement (see below) and below 4.0 for the new syndicated loan (see below). The A ratio was 1.19 at 31 March 2019. The Group is confident in its ability to maintain this ratio in the short, medium and long-term, and in its ability to renew financing that is due to reach maturity in the coming years.
The Group’s rating by specialised agencies is reviewed annually. At 31 March 2019: Standard & Poor’s awarded a “BBB-, outlook stable” rating and Moody’s a “Baa3, outlook stable” rating.
You will find below a selection of tables on the Group’s Financial Debt Structure (see pages 177-180 of the registration document for more details).
On 27 February 2015, Rémy Cointreau issued an €80.0 million bond in the form of a private placement with a leading European insurer. The bonds have a coupon of 2.945% with a ten-year maturity. This bond stood at €79.8 million at 31 March 2019, taking into account €0.2 million of issue expenses. This contract is unsecured. Availability of the funds is subject to the
A ratio (see Syndicated loan) remaining below 3.5 at each half year end for the duration of the contract.
On 7 September 2016, as part of a private placement with institutional investors, Rémy Cointreau issued bonds with an option to convert to and/or exchange for new and/or existing shares(OCEANE), with a maturity date of 7 September 2026 and a nominal amount of €275 million, or 2,484,191 OCEANE with a par value of €110.70 each.
The par value of the OCEANE bonds incorporates an issue premium of 40% based on the reference price of the Company’s shares on the Euronext Paris regulated market. OCEANE bondholders are entitled to new and/or existing Rémy Cointreau shares, at the conversion rate of one share per OCEANE, subject to potential subsequent adjustments exercisable on 7 September 2023. This conversion rate was increased to 1.001 share per OCEANE following the payment of the dividend of €1.65 per share on 4 September 2017.
The OCEANE bonds bear interest at a nominal annual rate of 0.125%, payable in arrears on 7 September each year. The €24.9 million difference between the par value of the issue and its fair value on the issue date is recognised in equity.
On 13 August 2013, Financière Rémy Cointreau SA/NV issued a ten-year bond for the amount of €65 million, guaranteed by
Rémy Cointreau SA. This bond stood at €64.2 million at 31 March 2019, taking into account €(0.8) million of issue premiums and expenses.
The bonds have a par value of €250,000 each and were issued at 97.977% of par (issue premium of 2.003%), bearing interest of 4% payable annually on 13 August. They will be redeemed at par at maturity on 13 August 2023.
This bond is not secured.
After taking the issue premium and expenses into account, the net proceeds from the bond were €63.2 million, putting the effective interest rate at 4.35%.
On 2 July 2018, Rémy Cointreau took out a new syndicated loan of €100 million with a pool of six banking groups. This new syndicated loan has a maturity of five years (with an optional 2-year extension) and replaces the syndicated loan of €255 million maturing on 11 April 2019. Amounts drawn down bear interest at EURIBOR plus a margin of 35 bps to 125 bps, depending on the Group’s debt rating. This facility is unsecured. The availability of the facility is contingent on “Average net debt/EBITDA” (the A ratio) being less than or equal to 4.0 at 30 September and 31 March of each year until maturity. At
31 March 2019, the ratio was 1.19 (September 2018: 1.21, March 2018: 1.48).
At 31 March 2019, no amounts are currently being drawn down on this facility.