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| Annual Report for the year ended 30 June 2009 |
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| Notes to the Group annual financial statements |
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| Non-current liabilities |
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Notes |
2009
R’million |
Restated
2008
R’million |
| Preference shares – liability component |
15 |
392,2 |
402,1 |
| Borrowings |
17 |
3 433,8 |
75,9 |
| Deferred-payables |
18 |
— |
0,8 |
| Deferred revenue |
19 |
— |
1,7 |
| Deferred tax liabilities |
7 |
203,0 |
148,5 |
| Retirement benefit obligations |
20 |
9,4 |
9,4 |
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4 038,4 |
638,4 |
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2009
R’million |
Restated
2008
R’million |
| 17. |
BORROWINGS |
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Non-current borrowings |
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Secured loans |
2 800,6 |
61,7 |
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Finance lease and instalment credit liabilities |
8,2 |
14,2 |
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Unsecured loans |
625,0 |
— |
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3 433,8 |
75,9 |
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Current borrowings |
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Secured loan |
303,3 |
112,3 |
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Finance lease and instalment credit liabilities |
18,5 |
13,7 |
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Bank overdrafts |
742,4 |
577,3 |
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Unsecured loans |
1 606,1 |
2 400,2 |
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2 670,3 |
3 103,5 |
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Total borrowings |
6 104,1 |
3 179,4 |
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Definitions
JIBAR – Johannesburg Inter-bank Acceptance Rate
IBOR – London Inter-bank Offer Rate
T-Bill – Treasury Bill Rate |
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Maturity profile |
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June 2009 |
Total
R’million |
Within
1 year
R’million |
1 – 5
years
R’million |
Floating/
fixed
rate |
Interest
rate
% |
Average
effective
interest
rate
% |
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Secured loans |
3 103,9 |
303,3 |
2 800,6 |
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Gross US Dollar term loan |
2 996,7 |
218,2 |
2 778,5 |
Floating |
Linked to 3-month
LIBOR +
margins ranging
between 2,7%
and 2,8% |
3,8 |
# |
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Capital raising fee |
(39,8) |
(9,3) |
(30,5) |
— |
— |
— |
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| (a) |
Net US Dollar term loan |
2 956,9 |
208,9 |
2 748,0 |
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| (b) |
US Dollar |
86,2 |
86,2 |
— |
Floating |
Linked to 6-month
LIBOR + margins
ranging
between1,3%
and 6,0% |
4,8 |
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| (c) |
Brazilian Real |
60,8 |
8,2 |
52,6 |
Fixed |
6,0 |
6,0 |
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Finance lease and instalment credit liabilities |
26,7 |
18,5 |
8,2 |
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| (d) |
US Dollar |
3,8 |
2,4 |
1,4 |
Fixed |
12,0 |
12,0 |
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| (d) |
Brazilian Real |
18,5 |
13,9 |
4,6 |
Fixed |
16,5 |
16,5 |
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| (e) |
South African Rand |
4,4 |
2,2 |
2,2 |
Floating |
Linked to prime
overdraft rate |
6,0 |
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Bank overdrafts |
742,4 |
742,4 |
— |
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US Dollar |
10,4 |
10,4 |
— |
Floating |
Linked to
3-month
LIBOR +3,0% |
5,5 |
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Kenyan Shilling |
2,8 |
2,8 |
— |
Fixed |
12,0 |
12,0 |
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Tanzanian Shilling |
10,5 |
10,5 |
— |
Floating |
Linked to
3-month
T-Bill +2,25% |
13,0 |
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| (f) |
South African Rand |
718,7 |
718,7 |
— |
Floating |
Prime overdraft
rate less 1,0% |
14,2 |
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Unsecured loans |
2 231,1 |
1 606,1 |
625,0 |
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US Dollar |
42,7 |
42,7 |
— |
Floating |
Linked to
3-month
LIBOR +3,0% |
4,1 |
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Kenyan Shilling |
8,1 |
8,1 |
— |
Floating |
Linked to
3-month
Libor +3,0% |
4,0 |
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| (f) |
South African Rand |
1 305,3 |
1 205,3 |
100,0 |
Floating |
Overnight call |
12,5 |
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| (f) |
South African Rand |
250,0 |
250,0 |
— |
Fixed |
11,4 |
11,4 |
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| (f) |
South African Rand |
525,0 |
— |
525,0 |
Floating |
Linked to
3-month
JIBAR + margins
ranging between
2,4% and 3,0% |
13,0 |
# |
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| (f) |
South African Rand |
100,0 |
100,0 |
— |
Fixed |
10,5 |
10,5 |
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#The loans were hedged by using interest rate swap arrangements. Refer here for more detail on these swaps. |
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Maturity profile |
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June 2008 |
Total
R’million |
Within
1 year
R’million |
1 – 5
years
R’million |
Floating/
fixed
rate |
Interest
rate
% |
Average
effective
interest
rate
% |
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Secured loans |
174,0 |
112,3 |
61,7 |
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Pound Sterling |
27,1 |
27,1 |
— |
Floating |
Linked to 6-month
LIBOR +2,75% |
8,6 |
# |
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Brazilian Real |
76,8 |
15,1 |
61,7 |
Fixed |
6,0 |
6,0 |
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Tanzanian Shilling |
12,8 |
12,8 |
— |
Fixed |
16,0 |
16,0 |
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Tanzanian Shilling |
7,5 |
7,5 |
— |
Floating |
Linked to 3-month
T-Bill +2,5% |
7,8 |
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Indian Rupee |
49,8 |
49,8 |
— |
Fixed |
6,0 |
6,0 |
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Finance lease and instalment credit liabilities |
27,9 |
13,7 |
14,2 |
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Brazilian Real |
24,0 |
11,5 |
12,5 |
Fixed |
16,0 |
16,0 |
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South African Rand |
3,9 |
2,2 |
1,7 |
Floating |
Linked to prime
overdraft rate |
5,4 |
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Bank overdrafts |
577,3 |
577,3 |
— |
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Tanzanian Shilling |
3,8 |
3,8 |
— |
Fixed |
16,0 |
16,0 |
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Tanzanian Shilling |
3,9 |
3,9 |
— |
Floating |
Linked to 3-month
LIBOR +2,0% |
7,8 |
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Tanzanian Shilling |
8,4 |
8,4 |
— |
Floating |
Linked to 3-month
T-Bill +2,0% |
7,0 |
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Indian Rupee |
11,4 |
11,4 |
— |
Fixed |
4,0 |
4,0 |
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South African Rand |
549,8 |
549,8 |
— |
Floating |
Prime overdraft
rate less 1,0% |
14,5 |
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Unsecured loans |
2 400,2 |
2 400,2 |
— |
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Brazilian Real |
83,5 |
83,5 |
— |
Fixed |
12,0 |
12,0 |
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Mexican Peso |
3,9 |
3,9 |
— |
Floating |
Linked to 3-month
LIBOR +1,65% |
7,4 |
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Kenyan Shilling |
47,2 |
47,2 |
— |
Floating |
Linked to 3-month
LIBOR +3,0% |
8,8 |
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South African Rand |
2 265,6 |
2 265,6 |
— |
Floating |
Overnight call |
11,6 |
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#The loans were hedged by using interest rate swap arrangements. Refer here for more detail on these swaps. |
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Profile and repayment term of US Dollar term loan |
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| (a) |
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The loan comprises: |
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1) |
An A loan which is a five-year amortising loan of USD255,0 million in respect of which quarterly equal repayments of capital and interest are to be made, with the first payment being on 10 January 2010.
Quarterly interest payments on the outstanding balance have been made from 10 January 2009. The loan bears interest at a rate of 3-month LIBOR +2,7%.
A swap agreement was entered into on 6 October 2008, in terms of which all future payments of interest have been fixed at an interest rate of 6,1% per annum.
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USD’million |
| Year ending 30 June 2010 |
28,6 |
| Year ending 30 June 2011 |
59,8 |
| Year ending 30 June 2012 |
63,6 |
| Year ending 30 June 2013 |
67,6 |
| Year ending 30 June 2014 |
35,4 |
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255,0 |
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2) |
A B loan of USD130,0 million which is repayable at the end of the five-year period, however cash sweeps of excess cash flows from October 2010 may be called for at the election of the consortium of banks.
Quarterly interest payments on the outstanding balance have been made from 10 January 2009. The loan bears interest at a rate of 3-month LIBOR + 2,8%.
Quarterly interest payments in respect of this loan have been hedged to 10 April 2012 by means of entering into a swap agreement on 6 October 2008, at a fixed rate of 6,1% per annum. The hedge entered into is based on the expectation that the consortium will exercise their right to sweep excess cash based on cash flows generated to this date by Aspen Global.
The quarterly interest payments subsequent to 10 April 2012 have not been hedged and will bear interest at a rate of 3-month LIBOR plus a margin of 2,8%.
Refer here for more detail on interest rate swaps. |
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Security given
The following security has been given to the security trustee on behalf of a consortium of banks, comprising The Standard Bank of South Africa Ltd, Absa Bank Ltd and Nedbank Ltd
| 1) |
Guarantee by Aspen Pharmacare Holdings Ltd, Pharmacare Ltd, Aspen Nutritionals (Pty) Ltd and Aspen Australia and any other subsidiary which becomes wholly owned and contributes more than 5% of Group earnings before interest, tax, depreciation and amortisation or net asset value. |
| 2) |
Pledge of shares by Aspen Pharmacare Holdings Ltd of all its current and future shareholding in Aspen Global. |
| 3) |
Pledge of shares by Aspen Global of its shareholding in Aspen Australia. |
| 4) |
Floating and fixed charge of all movable and immovable property by Aspen Global to a value not exceeding USD462 million, including:
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stock-in-trade; |
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all current and future receivables; |
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specified trademarks; and |
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any other assets. |
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| 5) |
A charge over receivables of Aspen Australia as security of the guarantee given above. |
| 6) |
Grant of cession of rights and title to the GSK acquisition agreement. |
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| (b) |
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Secured over receivables in Brazil to the extent of the liability. |
| (c) |
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Secured over the Campos facility in Brazil, to the extent of the liability. |
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Secured by property, plant and equipment with a net book value of R38,8 million in Brazil. |
| (e) |
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Secured by property, plant and equipment with a net book value of R4,4 million in South Africa. |
| (f) |
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Cross guarantees between Aspen Pharmacare Holdings Ltd and its subsidiaries exist in respect of the borrowings and bank overdrafts. |
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Default and breaches
There were no defaults or breaches of the contractual terms of the non-current borrowings during the year. Refer to note 36 for more detail. |
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| Finance leases |
2009
R’million |
2008
R’million |
| Finance lease liabilities: minimum lease payments |
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| Not later that 1 year |
22,0 |
13,9 |
| Later than 1 year but not later than 5 years |
8,5 |
14,3 |
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30,5 |
28,2 |
| Future finance charges on finance leases |
(3,8) |
(0,3) |
| Present value of finance lease liabilities |
26,7 |
27,9 |
| The present value of finance lease liabilities is as follows |
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| Not later that 1 year |
18,5 |
13,7 |
| Later than 1 year but not later than 5 years |
8,2 |
14,2 |
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26,7 |
27,9 |
| The Group had the following undrawn borrowing facilities at year-end |
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| – Local facilities of R1,1 billion |
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| – An offshore facility of R44,9 million (Tanzanian Shilling denominated) |
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| – A foreign exchange facility of R391,0 million (US Dollar denominated) |
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| All facilities negotiated are reviewed annually. |
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