IV. CONDICIONES DE POSIBILIDAD DE UNA TEORIA PROCESAL CONSTITUCIONAL
3. INTENTO DE TEORIA PROCESAL CONSTITUCIONAL
3.2. CONSTRUCCION DE LAS BASES DE UNA TEORIA PROCESAL A TRAVES DE CASOS PARADIGMATICOS
3.2.3 ARTÍCULO 25 DEL DECRETO 2591 DE 1991 A LA LUZ DE LOS PRINCIPIOS DE INFORMALIDAD Y OFICIOSIDAD
The breakdown of bonds and other non-current liabilities is as follows.
Non-current liabilities 31 December 2013 31 December 2012 Reclassifications (*) 31 December 2012
post-reclassifications published € million € million € million € million Parent Company bond (USD) issued in 2003 221.3 233.3 - 233.3 Parent Company bond (Eurobond) issued in 2009 360.7 364.3 - 364.3 Parent Company bond (Eurobond) issued in 2012 394.2 393.2 - 393.2 -
Private placement issued in 2009 150.8 187.4 - 187.4
Total bonds and private placements 1,127.0 1,178.2 - 1,178.2
Payables and loans due to banks 0.6 1.1 - 1.1
Property leases 1.3 1.4 - 1.4
Derivatives on Parent Company bond (USD) 40.8 28.8 - 28.8
Payables for put options and earn-outs 1.9 2.5 - 2.5
Other debt 0.2 0.4 - 0.4
Non-current financial liabilities 44.7 34.2 - 34.2
Other non-financial liabilities 4.0 1.0 (1.0) 2.0
Other non-current liabilities 48.7 35.2 (1.0) 36.2
(*)
See note 7 - Reclassifications at opening book values Bonds
The bonds item includes three bond issues placed by the Parent Company.
The first, with a nominal value of USD 300 million, was placed on the US institutional market in 2003.
The transaction was structured in two tranches of USD 100 million and USD 200 million, maturing in 2015 and 2018 respectively, with a bullet repayment at maturity and interest paid six-monthly at a fixed rate of between 4.33% and 4.63%.
The second issue (Eurobond 2009) was launched on the European market in October 2009, and was aimed at institutional investors, with most of the bonds being placed with investors in Italy, the UK, France, Germany and Switzerland.
The nominal value of this issue is € 350 million; it matures on 14 October 2016 and was placed at an agreed price of 99.431%. The coupons are paid annually at a fixed rate of 5.375%. The gross return on the bond is therefore 5.475%. The third bond issue (Eurobond 2012) was issued on 18 October 2012 in order to finance the LdM acquisition.
It has duration of seven years, a nominal value of € 400.0 million, and matures on 25 October 2019. The bond pays a fixed annual coupon of 4.5%, and the issue price was 99.068% of par, corresponding to a gross yield to maturity of 4.659%. With regard to the 2003 issue, the Parent Company has put in place various instruments to hedge the exchange rate and interest rate risks.
A cross currency swap hedging instrument has been used to neutralise the risks related to fluctuations in the US dollar and movements in interest rates, and to change the US dollar-based fixed interest rate to a variable euro rate (6-month Euribor + 60 basis points).
In addition, various interest rate swaps were put in place involving the payment of an average fixed rate of 4.25% (rates from 4.03% to 4.37%) on total underlyings of USD 50 million (maturing in 2015) and USD 150 million (maturing in 2018). The changes in the item in 2013 relate to:
- the valuation of existing hedging instruments for the USD bond issued in 2003 (which have a negative effect of € 13.3 million on the fair value hedge and a positive impact of € 1.2 million on the cash flow hedge) and the effects on the bonds of the hedges and the amortised cost (positive of € 12.0 million);
- the valuation of hedging instruments relating to the Eurobond issued in 2009, which were terminated early in 2012 (the positive effect of € 4.2 million was partially realised in 2013), and the effects of the amortised cost (which were negative of € 0.7 million).
Private placement
The private placement item includes a bond issue placed by Campari America on the US institutional market in June 2009 with a nominal value of USD 250 million.
This transaction is structured in three tranches, of USD 40 million, USD 100 million and USD 110 million respectively, with bullet maturities in 2014, 2016 and 2019.
The six-monthly coupons are based on fixed rates of 6.83%, 7.50% and 7.99%.
Changes in value during the year were due to the classification of the tranche due to expire in June 2014, of € 28.9 million (USD 40 million), under current financial payables due to the depreciation of the US dollar, the subsidiary's functional currency, which led to a reduction in the non-current payable of € 8.1 million.
Leasing
Leasing payables relate to the finance lease entered into by CJSC ‘Odessa Sparkling Wine Company’.
Payable for put options and earn-outs
At 31 December 2013, the long-term portion of the item Payables for put options and earn-outs includes the best estimate of the disbursement of an annual earn-out agreed to as a part of the purchase of the Sagatiba brand to be paid for over eight years following the closing.
Other debt
This item includes a Parent Company loan agreement with the ministry of industry, to be repaid in ten annual instalments starting in February 2006.
Interest rates and maturities
The table below shows a breakdown of the Group's main financial liabilities, together with effective interest rates and maturities.
Note that, as regards the effective interest rate of hedged liabilities, the rate reported includes the effect of the hedging itself.
Furthermore, the values of hedged liabilities are shown here net of the value of the related derivative, either it is an asset or liability.
Effective interest rate Maturity 31 December 2013 31 December 2012 at 31 December 2013 € million € million
Payables and loans due to banks 1.1% on € 2014 122.8 121.2
Parent Company bonds -
- issued in 2003 (US$)
fixed rate from 4.03% to 4.37%
(1)
2015-2018 262.0 262.1
6-month € LIBOR+60 basis
points(2) -
- issued in 2009 (Eurobond) fixed rate 5.375% 2016 360.8 364.3 - issued in 2012 (Eurobond) fixed rate 4.5% 2019 394.2 393.2
Private placement: -
- issued in 2009 fixed 6.83%, 7.50%, 7.99% 2014-2019 150.7 187.4
Property leases 2014-2025 1.3 1.4
Other liabilities connected with the LdM
acquisition - 14.7
Other debt 0.90% 2014-2015 0.5 0.6
(1) Rate applied to the portion of the bond hedged by an interest rate swap, corresponding to a nominal value of € 172 million. (2) Rate applied to the portion of the bond hedged by an interest rate swap, corresponding to a nominal value of € 85.9 million.
Other non-financial liabilities
Other non-financial liabilities, of € 4.0 million at 31 December 2013 (€ 1.0 million at 31 December 2012), relate to long- term liabilities accrued in relation to employees. The reclassification of values at 31 December 2012 is due to the final allocation of the values arising from the LdM acquisition.