XML 184 R19.htm IDEA: XBRL DOCUMENT v3.20.1
Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt Debt

Debt outstanding was as follows:
 
In millions
December 31, 2019
 
December 31, 2018
 
 
3.67% Loan Notes due 2021
$
25.0

 
$
25.0

 
 
4.88% Loan Notes due 2023
25.0

 
25.0

 
 
4.94% Loan Notes due 2026
25.0

 
25.0

 
 
Revolving credit facility
17.5

 

 
 
Other - Bank overdraft

 
3.5

 
 
Unamortized debt issuance costs
(1.1
)
 
(1.4
)
 
 
Total debt
$
91.4

 
$
77.1

 
 
Less current portion

 
(3.5
)
 
 
Non-current debt
$
91.4

 
$
73.6

 

On July 31, 2017, an extension to the Senior Facilities Agreement was agreed which provides $150 million in committed debt facilities, in the form of a multi-currency revolving credit facility, with an additional $50 million of uncommitted facilities through an accordion provision. The Senior Facilities Agreement was due to mature in April 2019, but has now been extended until the end of July 2022. Finance costs of $1.0 million were capitalized following this extension. The loan amendment has been treated, in part, as an extinguishment and new loan, as some of the lenders left the consortium, with the other portion deemed to be a modification of the existing facility. The Senior Facility Agreement bears interest equal to a margin based upon the Company's leverage plus either EURIBOR or LIBOR, depending on the currency drawn down.
The weighted-average interest rate on the revolving credit facility was 2.47% and 3.58% in 2019 and 2018, respectively.
The maturity profile of the Company's debt, excluding unamortized issuance costs and discounts is as follows:
 
In millions
2020
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total
 
 
Loan Notes due 2021
$

 
$
25.0

 
$

 
$

 
$

 
$

 
$
25.0

 
 
Loan Notes due 2023

 

 

 
25.0

 

 

 
25.0

 
 
Loan Notes due 2026

 

 

 

 

 
25.0

 
25.0

 
 
Revolving credit facility

 

 
17.5

 

 

 

 
17.5

 
 
Total debt
$

 
$
25.0

 
$
17.5

 
$
25.0

 
$

 
$
25.0

 
$
92.5

 



10.    Debt (continued)
Loan notes due and shelf facility
The Note Purchase and Private Shelf Agreement contains the same customary covenants and events of default as for the Note Purchase Agreement. The Note Purchase and Private Shelf Agreement also requires us to maintain compliance with the same interest and leverage ratios as for the Note Purchase Agreement. Amounts drawn under the Shelf Facility in June 2016 were used to facilitate an extension of the maturity of $50 million of the outstanding principal amount of the Loan Notes due 2018.
We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to December 31, 2019.
The Loan Notes due 2021, 2023 and 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.
Senior Facilities Agreement
The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, our and our subsidiaries' ability to:
engage in mergers, divestitures, consolidations or divisions;
change the nature of our business;
make certain acquisitions;
participate in certain joint ventures;
grant liens or other security interests on our assets;
sell, lease, transfer or otherwise dispose of assets, including receivables;
enter into certain non-arm's-length transactions;
grant guarantees;
pay off certain existing indebtedness;
make investments, loans or grant credit;
repurchase our shares;
issue shares or other securities; and
redeem, repurchase, decease, retire or repay any of our share capital.
We are permitted to dispose of assets up to $25 million in aggregate until July 2022, without restriction as to the use of the proceeds under the Senior Facilities Agreement. Above this level, we would need to seek agreement from the majority of the lenders under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.
In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.
Any breach of a covenant in the Senior Facilities Agreement could result in a default under the Senior Facilities Agreement, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also tied to ratios based on EBITDA.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2019.