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21 Capital management

The Board of Directors is responsible for monitoring and managing the Group’s capital structure, which is comprised of equity (share capital and additional paid-in capital) as well as loans and borrowings.

The policy of the Board of Directors is to maintain an acceptable capital base to give confidence to the Group’s shareholders, holders of senior unsecured notes and lenders under the senior unsecured credit facilities, and to sustain the future development of the business. The Board of Directors monitors the Group’s financial position to ensure that it complies at all times with its financial and other covenants as set out in the indenture governing the senior unsecured notes and the credit agreement for the senior unsecured credit facilities, as well as to ensure the payment of an appropriate level of dividends to the shareholders.

As part of monitoring the Group’s financial position, the Board of Directors evaluates the Group’s net debt and development of its net leverage ratio. Net leverage is defined by the Group as net debt divided by adjusted EBITDA. Net debt comprises the Group’s current and non-current loans and borrowings (including lease liabilities, and with notes and credit facilities at principal amounts) less cash and cash equivalents (including any restricted cash). See note 9 for the definition of adjusted EBITDA. The Group is, under the credit agreement for its senior unsecured credit facilities, required to not exceed a net leverage ratio of 4.25x until 31 December 2021 and 4.0x thereafter (4.5x until 31 December 2020). Note 22 includes additional details about the Group’s loans and borrowings.

The table below presents the components of net debt and the net leverage ratio.

(In € million)

 

As of
31 Dec. 2021
1

 

As of
31 Dec. 2020

Gross debt

 

1,732.4

 

1,697.0

Cash and cash equivalents

 

304.5

 

355.1

Net debt

 

1,427.9

 

1,341.9

Net leverage ratio

 

2.5x

 

2.7x

1

In the calculation of the net leverage ratio as of 31 December 2021, adjusted EBITDA includes the adjusted EBITDA of the former joint ventures in the Middle East from 1 January 2021.

The Company purchases its own shares on the market. The repurchased shares are intended to be used to settle obligations under the Group’s share-based payment plans and arrangements (see also notes 24 and 31).

In order to maintain or adjust the capital structure, the Board of Directors may elect to take a number of measures, including for example to dispose of assets of the business, alter its short- to medium term plans with respect to capital projects and working capital levels, or to rebalance the level of equity and debt in place.