TIDM37QC

RNS Number : 8054U

Meadowhall Finance PLC

31 July 2020

The Annual Report and Financial Statements for the year ended 31 March 2020, attached below in accordance with DTR 6.3.5, has been submitted to the Financial Conduct Authority through the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Annual Report and Financial Statements are also available at: https://www.britishland.com/investors/strategic-partnerships/meadowhall-finance-plc

Meadowhall Finance PLC

Annual Report and Financial Statements

Year ended 31 March 2020

Company number: 05987141

Strategic Report for the Year Ended 31 March 2020

The directors present their Strategic Report for the year ended 31 March 2020.

Business review and principal activities

Meadowhall Finance PLC ("the company") is a wholly owned subsidiary of Meadowhall Limited Partnership, which itself is indirectly owned by MSC Property Intermediate Holdings Limited. MSC Property Intermediate Holdings Limited and its subsidiaries ("the group") operate as a joint venture between The British Land Company PLC and NBIM Victoria Partners LP.

The company's principal activity is to provide funding to fellow subsidiaries within the group.

As shown in the company's Profit and Loss Account on page 10, the company's profit on ordinary activities before taxation is GBP3,367 compared to a profit on ordinary activities before taxation of GBP3,488 in the prior year.

Dividends of GBPnil (2019: GBPnil) were paid in the year.

The Balance Sheet on page 12 shows that the company's financial position at the year end has, in net liability terms, increased compared with the prior year. This is mainly due to movements in the valuation of interest rate swaps reflecting the decrease in market interest rates since the beginning of the year.

Details of significant events since the balance sheet date, if any, are contained in note 15.

Key performance indicators

The directors measure how the group is delivering its strategy through the key performance indicators.

The directors consider the primary measure of performance of the group to be turnover and net asset value. The performance of the group, which includes the company, is discussed in the group's annual report which can be obtained as per the details in note 16.

The expected future developments of the company are determined by the strategy of the group. There are no future developments outside of the company's operations planned.

Principal risks and uncertainties

This company is part of a large property investment group. As such, the fundamental underlying risks for this company are those of the property group as discussed below.

The group generates returns to shareholders through long-term investment decisions requiring the evaluation of opportunities arising in the following areas:

 
--  demand for space from occupiers against available supply; 
--  identification and execution of investment and development 
     strategies which are value enhancing; 
--  availability of financing or refinancing at an acceptable 
     cost; 
--  economic cycles, including their impact on tenant covenant 
     quality, interest rates, inflation and property values; 
--  legislative changes, including planning consents and taxation; 
--  engagement of development contractors with strong covenants; 
--  key staff changes; and 
--  environmental and health and safety policies. 
 

Principal risks and uncertainties (continued)

These opportunities also represent risks, the most significant being change to the value of the property portfolio. This risk has high visibility to directors and is considered and managed on a continuous basis. Directors use their knowledge and experience to knowingly accept a measured degree of market risk.

The group's preference for prime assets and their secure long term contracted rental income, primarily with upward only rent review clauses, presents lower risks than many other property portfolios.

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. In order to manage this risk, management regularly monitors all amounts that are owed to the company to ensure that amounts are paid in full and on time.

Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated with financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to ensure that the company has enough resources to repay all future amounts outstanding.

The company's activities expose it primarily to interest rate risk. The company uses interest rate swap contracts to hedge these exposures. The company does not use derivative financial instruments for speculative purposes.

The company finances its operations through public debt issues. The company borrows in Sterling at both fixed and floating rates of interest, using interest rate derivatives to hedge the interest rate risk on variable rate debt.

The company holds one derivative as at 31 March 2020 (2019: one) to fix the interest rates on external debt at approximately 4.65% (2019: 4.65%). The fair value of interest rate derivatives at the year end is a liability of GBP17.2m (2019: GBP15.5m liability) and has been accounted for using hedge accounting through the Statement of Comprehensive Income, with the ineffective portion recognised in the profit and loss account.

The outbreak of COVID-19 has created a unprecedented degree of uncertainty over both the severity of the above risks and the effectiveness of the above mitigating actions. The decline in economic activity resulting from the pandemic has heightened the risk of tenants becoming financially distressed. The pandemic has also reduced the degree of certainty around the valuation of the properties, and around the availability and pricing of

finance.

Approved by the Board on 31 July 2020 and signed on its behalf by:

P Case

Director

Directors' Report for the Year Ended 31 March 2020

The directors present their report and the audited financial statements for the year ended 31 March 2020.

Directors of the company

The directors, who held office during the year, and up to the date of signing the financial statements, were as follows:

J Patel

H Shah (appointed 29 November 2019)

P Case

R Peel (appointed 10 June 2019)

J Brookes (appointed 29 November 2019)

C A Barber (alternate H Shah) (resigned 29 November 2019)

E Strysse (resigned 10 June 2019)

Directors' responsibilities statement

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 
--  select suitable accounting policies and apply them consistently; 
--  state whether applicable United Kingdom Accounting Standards, 
     comprising FRS 101, have been followed, subject to any material 
     departures disclosed and explained in the financial statements; 
--  make judgements and accounting estimates that are reasonable 
     and prudent; and 
--  prepare the financial statements on the going concern basis 
     unless it is inappropriate to presume that the company will 
     continue in business. 
 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors of the ultimate parent company are responsible for the maintenance and integrity of the ultimate parent company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Environment

The company recognises the importance of its environmental responsibilities, monitors its impact on the environment; and designs and implements policies to reduce any damage that might be caused by the company's activities. The company operates in accordance with best practice policies and initiatives designed to minimise the company's impact on the environment including safe disposal of manufacturing waste, recycling and reducing energy consumption.

Going concern

The Directors have reviewed the company's forecast working capital and cash flow requirements in light of the COVID-19 pandemic and in addition to making enquiries and examining areas which could give risk to financial exposure.

At 31 March 2020 the company was in a net liability position of GBP13,533,446 (2019: GBP12,447,997) mainly due to the result of market rates being below the fixed rate payable on the company's interest rate swap. Within the going concern period the company is required to repay principal amounts of GBP32,763,480 on the secured bonds and receive GBP32,763,480 on term loan from Meadowhall Limited Partnership (the borrower). In the instance of shortfall on repayment of term loan by the borrower due to lower rent received from tenants, the Company has access to an undrawn Liquidity Facility of GBP75m which will be available for the scheduled life of the bonds to 2032 to meet certain shortfalls in debt service of the Issuer, including bond interest and certain bond amortisation amounts. The company also has the ability to defer other debt service amounts in accordance with the securitisation documents.

As a result of above, Meadowhall Finance PLC expects to have sufficient resources to meet the debt service requirements of the company despite the current economic climate. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue its operations for at least twelve months after the signing of these financial statements and as a result they continue to adopt the going concern basis in preparing the accounts.

Subsequent Events

Following the Consent Solicitation Process and Notices announced by Meadowhall Finance PLC on 17 June 2020, the Extraordinary Resolutions set out in each such Notice was duly held and passed by the holders of the relevant Classes of the A1, A2 and B Bonds on 9 July 2020. As a result certain covenant provisions in relation to Meadowhall Limited Partnership (the Borrower) apply are modified from 9 July 2020 to (and including) the Interest Payment Date falling in October 2021. GBP5.5m was drawn on the Liquidity Facility for 13th July.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the next Board Meeting.

Approved by the Board on 31 July 2020 and signed on its behalf by:

P Case

Director

Independent auditors' report to the members of

Meadowhall Finance PLC

Report on the audit of the financial statements

Opinion

In our opinion, Meadowhall Finance PLC's financial statements:

-- give a true and fair view of the state of the company's affairs as at 31 March 2020 and of its profit for the year then

ended;

-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and

   --      have been prepared in accordance with the requirements of the Companies Act 2006. 

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: Balance Sheet as at 31 March 2020;the Profit and Loss Account, the Statement of Comprehensive Income, and the Statement of Changes in Equity for the year ended ; and the notes to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the those charged with governance.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were

not provided to the company.

We have provided no non-audit services to the company in the period from 1 April 2019 to 31 March 2020.

Our audit approach

Overview

 
 
        *    Overall materiality: GBP5.9 million (2019: GBP6.2 
             million), based on 1% of total assets. 
 
        *    Our 2020 audit was planned and executed having regard 
             to the fact that the company's operations were 
             largely unchanged in nature from the previous year. 
             Additionally, there have been no significant changes 
             to the accounting standards relevant to the company. 
             In light of this, our approach to the audit in terms 
             of scoping and areas of focus was largely unchanged 
 *    COVID-19 
 
 

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Capability of the audit in detecting irregularities, including fraud

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and the Listing Rules, and we considered the extent to which non- compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated

management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the Companies Act 2006 and the Listing Rules. Audit procedures performed by the engagement team included:

-- Discussions with management and internal audit, including consideration of known or suspected instances of non- compliance with laws and regulations and fraud, and review of the reports made by management and internal audit;

-- Understanding of management's internal controls designed to prevent and detect irregularities, risk-based monitoring of customer processes;

   --      Reviewing relevant meeting minutes. 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Key audit matters

Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

 
 Key audit matter                            How our audit addressed the key audit 
                                              matter 
------------------------------------------  --------------------------------------------- 
 COVID-19                                    We evaluated the company's updated 
  Refer to page 2 (Strategic Report           risk assessment and considered whether 
  - Principal risks and uncertainties)        it addresses the relevant threats 
  and pages 14 and 21 (Notes to the           posed by COVID-19. We also evaluated 
  financial statements - Note 2 Accounting    management's assessment and corroborated 
  policies and Note 10 Creditors due          evidence of the operational impacts, 
  after more than one year).                  considering their consistency with 
  The outbreak of the novel coronavirus       other available information and our 
  (known as COVID 19) in many countries       understanding of the business. 
  is rapidly evolving and the socio-          We have assessed the disclosures 
  economic impact is unprecedented.           presented in the Annual Report in 
  It has been declared as a global            relation to COVID-19 by reading the 
  pandemic and is having a major impact       other information, including the 
  on economies and financial markets.         Principal risks and uncertainties 
  The efficacy of government measures         statement set out in the Strategic 
  will materially influence the length        Report, and assessing its consistency 
  of economic disruption, but it is           with the financial statements and 
  probable there will be a recession          the evidence we obtained in our audit. 
  in the United Kingdom.                      We obtained evidence of the GBP75m 
  The company's bonds of GBP584.7m            undrawn revolving credit facility 
  are secured on properties of the            and intent and ability of management 
  company's parent (Meadowhall Limited        to draw on the facility. 
  Partnership) valued at GBP1,154.0m.         We obtained third party confirmation 
  The property valuations of GBP1,154.0m      on the valuation of the interest 
  as at 31 March 2020 against which           rate swap and performed procedures 
  the bonds are secured                       to ensure the hedge arrangement in 
  are reported on the basis of "material      place has been accounted for appropriately. 
  valuation uncertainty" as per VPS           We considered whether changes to 
  3 and VPGA 10 of the RICS Red Book          working practices brought about by 
  Global due to the COVID-19 global           COVID-19 had had an adverse impact 
  pandemic. Consequently, less certainty      on the effectiveness of management's 
  - and a higher degree of caution            business process and Information 
  - should be attached to the valuations      Technology controls. Our planned 
  provided than would normally be             tests of controls did not identify 
  the case.                                   any evidence of material deterioration 
  At 31 March 2020 the company was            in the control environment. 
  in a net liability position of GBP13.5m     Our conclusions relating to going 
  (2019: GBP12.4m) mainly due to the          concern and other 
  result of market swap rates being           information are set out in the 'Conclusions 
  below the fixed rate payable on             relating to Going Concern' and 'Reporting 
  the                                         on other information' sections of 
  company's interest rate swap. As            our report, respectively, below. 
  disclosed in Note 11, the swap has 
  been designated as a cash flow hedge 
  and the effective portion of changes 
  in fair value of 
  the designated hedging instrument 
  is recognised in other comprehensive 
  income. Amounts previously recognised 
  in other comprehensive income and 
  accumulated in equity are 
------------------------------------------  --------------------------------------------- 
 
 
 Key audit matter                             How our audit addressed the key audit matter 
-----------------  ----------------------------------------------------------------------- 
 reclassified to the profit and loss in the periods in which the hedged 
  item affects profit or loss or when the hedging relationship ends. 
 
  The Directors have prepared an analysis of the impact of COVID-19 
  on the cash flows and liquidity position of the company for the next 
  12 months. The company is due to repay 
  GBP32.8m on the secured bonds within the next 12 months. The Directors' 
  intend to access the company's undrawn revolving credit facilities 
  of GBP75.0m to meet its liabilities as they fall due should insufficient 
  cash be received from the company's borrower (Meadowhall Limited 
  Partnership, the 'borrower') in the event that the borrower does 
  not collect sufficient rent from its tenants in the Meadowhall Shopping 
  Centre. 
  After considering all of these factors, management have concluded 
  that preparing the financial statements on a going concern basis 
  remains appropriate. 
  No material uncertainty in relation to going concern exists. 
------------------------------------------------------------------------------------------ 
 

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which it operates.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

 
 Overall materiality          GBP5.9 million (2019: GBP6.2 million). 
------------------------  -------------------------------------------------------- 
 How we determined            1% of total assets. 
  it 
------------------------  -------------------------------------------------------- 
 Rationale for benchmark      We believe that total assets is the primary measure 
  applied                      used by shareholders in assessing the performance 
                               of the entity, and is a generally accepted auditing 
                               benchmark. 
------------------------  -------------------------------------------------------- 
 

We agreed with the those charged with governance that we would report to them misstatements identified during our audit above GBP297,000 (2019: 311,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you where:

-- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not

appropriate; or

-- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's

ability to continue as a going concern.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our

auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below.

Strategic Report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 March 2020 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

   --      we have not received all the information and explanations we require for our audit; or 

-- adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 

-- the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility.

Appointment

We were appointed by the directors on 15 March 2018 to audit the financial statements for the year ended 31 March 2020 and subsequent financial periods. The period of total uninterrupted engagement is 3 years, covering the years ended 31 March 2020 to 31 March 2020.

Sandra Dowling (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London

31 July 2020

Profit and Loss Account for the Year Ended 31 March 2020

 
                                                       2020          2019 
                                         Note           GBP           GBP 
Interest receivable and similar income   4       30,324,389    31,837,392 
Interest payable and similar expenses    5     (30,321,022)  (31,833,904) 
                                               ------------  ------------ 
Profit on ordinary activities before 
 taxation                                      3,367         3,488 
Tax on profit on ordinary activities     8            (640)         (663) 
                                               ------------  ------------ 
Profit for the year                                   2,727         2,825 
                                               ============  ============ 
 

Turnover and results were derived from continuing operations within the United Kingdom.

Statement of Comprehensive Income for the Year Ended 31 March 2020

 
                                                           2020       2019 
                                              Note          GBP        GBP 
Profit for the year                                       2,727      2,825 
                                                    -----------  --------- 
Items that may be reclassified subsequently 
 to profit or loss 
Loss on cash flow hedges (net)                      (1,728,037)  (198,419) 
Tax relating to components of other 
 comprehensive expense                        12        639,861     21,409 
                                                    -----------  --------- 
                                                    (1,088,176)  (177,010) 
                                                    -----------  --------- 
Total comprehensive expense for the 
 year                                               (1,085,449)  (174,185) 
                                                    ===========  ========= 
 

Balance Sheet as at 31 March 2020

 
                                                 31 March       31 March 
                                                    2020           2019 
                                                                *Restated 
                                         Note       GBP            GBP 
Current assets 
Debtors due within one year              9        39,107,905     35,200,132 
Debtors due after more than one year     9       555,187,011    587,310,630 
Cash at bank and in hand                              41,830         38,423 
                                               -------------  ------------- 
                                                 594,336,746    622,549,185 
Creditors due within one year            10     (38,726,111)   (34,826,341) 
                                               -------------  ------------- 
Total assets less current liabilities          555,610,635    587,722,844 
Creditors due after more than one year   11    (569,144,081)  (600,170,841) 
                                               -------------  ------------- 
Net liabilities                                 (13,533,446)   (12,447,997) 
                                               =============  ============= 
Capital and reserves 
Called up share capital                  13           12,502         12,502 
Cash flow hedging reserve                       (13,052,581)   (11,964,405) 
Profit and loss account                            (493,367)      (496,094) 
                                               -------------  ------------- 
Total shareholders' deficit                     (13,533,446)   (12,447,997) 
                                               =============  ============= 
 

*See note 17 for details regarding the restatement as a result of the reclassification of the interest rate derivative liability from current liabilities to non-current liabilities for value in the prior year of GBP15,494,231.

Approved by the Board on 31 July 2020 and signed on its behalf by:

P Case

Director

Statement of Changes in Equity for the Year Ended 31 March 2020

 
                                                   Cash flow     Profit and 
                             Share capital   hedging reserve   loss account         Total 
                                       GBP               GBP            GBP           GBP 
Balance at 1 April 
 2018                               12,502      (11,787,395)      (498,919)  (12,273,812) 
Profit for the year                      -                 -          2,825         2,825 
Loss on cash flow 
 hedges (net)                            -         (198,419)              -     (198,419) 
Tax relating to components 
 of other comprehensive 
 expense                                 -            21,409              -        21,409 
                             -------------  ----------------  -------------  ------------ 
Total comprehensive 
 expense for the year                    -         (177,010)          2,825     (174,185) 
                             -------------  ----------------  -------------  ------------ 
Balance at 31 March 
 2019                               12,502      (11,964,405)      (496,094)  (12,447,997) 
                             =============  ================  =============  ============ 
 
 
Balance at 1 April 
 2019                        12,502  (11,964,405)  (496,094)  (12,447,997) 
Profit for the year               -             -      2,727         2,727 
Loss on cash flow 
 hedges (net)                     -   (1,728,037)          -   (1,728,037) 
Tax relating to components 
 of other comprehensive 
 expense                          -       639,861          -       639,861 
                             ------  ------------  ---------  ------------ 
Total comprehensive 
 expense for the year             -   (1,088,176)      2,727   (1,085,449) 
                             ------  ------------  ---------  ------------ 
Balance at 31 March 
 2020                        12,502  (13,052,581)  (493,367)  (13,533,446) 
                             ======  ============  =========  ============ 
 

Notes to the Financial Statements for the Year Ended 31 March 2020

 
1  General information 
 

The company is a public company limited by share capital, incorporated and domiciled in England, United Kingdom.

The address of its registered office is:

York House

45 Seymour Street

London

W1H 7LX

 
2  Accounting policies 
 

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101").

In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of derivatives. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

Summary of disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:

 
(a)  The requirements of IAS 1 to provide a Balance Sheet at 
      the beginning of the year in the event of a prior year adjustment; 
(b)  The requirements of IAS 1 to provide a Statement of Cash 
      flows for the year; 
(c)  The requirements of IAS 1 to provide a statement of compliance 
      with IFRS; 
(d)  The requirements of IAS 1 to disclose information on the 
      management of capital; 
(e)  The requirements of paragraphs 30 and 31 of IAS 8 Accounting 
      Policies, Changes in Accounting Estimates and Errors to 
      disclose new IFRS's that have been issued but are not yet 
      effective; 
(f)  The requirements in IAS 24 Related Party Disclosures to 
      disclose related party transactions entered into between 
      two or more members of a group, provided that any subsidiary 
      which is a party to the transaction is wholly owned by such 
      a member; 
(g)  The requirements of paragraph 17 of IAS 24 Related Party 
      Disclosures to disclose key management personnel compensation; 
(h)  The requirements of IFRS 7 to disclose financial instruments; 
      and 
(i)  The requirements of paragraphs 91-99 of IFRS 13 Fair Value 
      Measurement to disclose information of fair value valuation 
      techniques and inputs. 
 
 
2  Accounting policies (continued) 
 

Disclosure exemptions for subsidiaries are permitted where the relevant disclosure requirements are met in the consolidated financial statements. Where required, equivalent disclosures are given in the group financial statements of MSC Property Intermediate Holdings Limited. The group financial statements of MSC Property Intermediate Holdings Limited are available to the public and can be obtained as set out in note 16.

Adoption status of relevant new financial reporting standards and interpretations

During the year the company adopted the following standards:

IFRS 16 - Leases

The new standard results in lessees bringing almost all operating leases on balance sheet as the distinction between operating and finance leases is removed. The accounting for lessors has not significantly changed. The Company does not hold any material leases as lessee therefore adoption of IFRS 16 has not had a material impact on the financial statements of the Company. The standard was applied using the modified retrospective approach.

Apart from the changes in the standards highlighted above, no other standards, interpretations and amendments effective for the first time from 1 April 2019 have had a material effect on the financial statements.

Going concern

At 31 March 2020 the company was in a net liability position of GBP13,533,446 (2019: GBP12,447,997) mainly due to the result of market rates being below the fixed rate payable on the company's interest rate swap. Within the going concern period the company is required to repay principal amounts of GBP32,763,480 on the secured bonds and receive GBP32,763,480 on term loan from Meadowhall Limited Partnership (the borrower). In the instance of shortfall on repayment of term loan by the borrower due to lower rent received from tenants, the Company has access to an undrawn Liquidity Facility of GBP75m which will be available for the scheduled life of the bonds to 2032 to meet certain shortfalls in debt service of the Issuer, including bond interest and certain bond amortisation amounts. The company also has the ability to defer other debt service amounts in accordance with the securitisation documents.

As a result of above, Meadowhall Finance PLC expects to have sufficient resources to meet the debt service requirements of the company despite the current economic climate. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue its operations for at least twelve months after the signing of these financial statements and as a result they continue to adopt the going concern basis in preparing the accounts.

Interest payable and receivable policy

Interest payable and receivable is recognised as incurred under the accruals concept. Interest payable includes financing charges which are spread over the period to redemption, using the effective interest method. Commitment fees on non-utilised facilities are also included within interest payable.

Taxation

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are not taxable (or tax deductible).

Deferred tax

Deferred tax is provided on items that may become taxable at a later date, on the difference between the balance sheet value and tax base value, on an undiscounted basis. The company recognises deferred tax assets on derivative revaluations to the extent that future matching taxable profits are expected to arise.

 
2  Accounting policies (continued) 
 

Financial assets and liabilities

Trade debtors and creditors are initially recognised at fair value and subsequently measured at amortised cost and discounted as appropriate. On initial recognition the Group calculates the expected credit loss for debtors based on lifetime expected credit losses under the IFRS 9 simplified approach.

Loans and receivables classified as amortised cost are measured using the effective interest method, less any impairment. Interest is recognised by applying the effective interest rate.

Debt instruments are stated at their net proceeds on issue. Finance charges including premia payable on settlement or redemption and direct issue costs are spread over the period to redemption, using the effective interest method. Exceptional finance charges incurred due to early redemption (including premia) are recognised in the Consolidated Income Statement when they occur.

As defined by IFRS 9, cash flow and fair value hedges are initially recognised at fair value at the date the derivative contracts are entered into, and subsequently remeasured at fair value. Changes in the fair value of derivatives that are designated and qualify as effective cash flow hedges are recognised directly through other comprehensive income as a movement in the hedging and translation reserve. Changes in the fair value of derivatives that are designated and qualify as effective fair value hedges are recorded in the Consolidated Income Statement, along with any changes in the fair value of the hedged item that is attributable to the hedged risk. Any ineffective portion of all derivatives is recognised in the Consolidated Income Statement. Changes in the fair value of derivatives that are not in a designated hedging relationship under IFRS 9 are recorded directly in the Consolidated Income Statement. These derivatives are carried at fair value on the balance sheet.

Cash equivalents are limited to instruments with a maturity of less than three months.

 
3  Significant accounting judgements and key sources of estimation 
    uncertainty 
 

Critical accounting judgements and estimation uncertainty

Determining the carrying amount of some assets requires estimation of the effect of uncertain future events. The major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets are noted below.

Hedge accounting

The key source of estimation uncertainty relates to the valuation of derivatives. The potential for management to make judgements or estimates relating to those items which would have a significant impact on the financial statements is considered, by the nature of the group's business to be limited. The derivatives have been valued by calculating the net present value of future cashflows, using appropriate market discount rates, by an independent treasury advisor.

Trade and other debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, the Directors consider factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

 
4                                        Interest receivable and similar income 
                                                         2020                 2019 
                                                          GBP                  GBP 
Interest receivable on amounts owed by 
 group companies                                   30,324,389           31,837,392 
                                          -------------------  ------------------- 
                                                   30,324,389           31,837,392 
                                          ===================  =================== 
 
 
 
5                              Interest payable and similar expenses 
                                               2020                2019 
                                                GBP                 GBP 
Bonds and related facilities             28,573,963          30,018,178 
Derivatives                               1,747,059           1,815,726 
                                -------------------  ------------------ 
                                         30,321,022          31,833,904 
                                ===================  ================== 
6                              Auditors' remuneration 
 
 

A notional charge of GBP14,700 (2019 : GBP14,302) is deemed payable to PricewaterhouseCoopers LLP in respect of the audit of the financial statements for the year ended 31 March 2020. Actual amounts payable to PricewaterhouseCoopers LLP are paid at group level by MSC Property Intermediate Holdings Limited.

No non-audit fees (2019 : GBPnil) were paid to PricewaterhouseCoopers LLP.

 
7  Staff costs 
 

No director (2019: nil) received any remuneration for services to the company in either year. The remuneration of the directors was borne by another company, for which no apportionment or recharges were made. The value of this service was negligible.

Average number of employees, excluding directors, of the company during the year was nil (2019: nil).

 
8                                           Taxation 
                                             2020  2019 
                                              GBP   GBP 
Current taxation 
UK corporation tax                            640   663 
                                             ----  ---- 
Tax charge in the profit and loss account     640   663 
                                             ====  ==== 
 
 
 
                                                 2020   2019 
                                                  GBP    GBP 
Tax reconciliation 
Profit on ordinary activities before taxation   3,367  3,488 
                                                -----  ----- 
Tax on profit on ordinary activities at 
 UK corporation tax rate of 19% (2019: 19%)       640    663 
Effects of: 
Total tax charge                                  640    663 
                                                =====  ===== 
 

On 17 March 2020 legislation was substantially enacted confirming that the tax rate would not be reduced from 1 April 2020 but would remain at 19%. Where relevant this has been reflected in the deferred tax calculation.

 
9                                  Debtors 
                                      31 March    31 March 
                                          2020        2019 
                                           GBP         GBP 
Debtors due within one year 
Amounts due from related parties        12,185      12,998 
Loans to related parties            32,763,480  28,454,600 
Accrued income                       6,332,240   6,732,534 
                                    ----------  ---------- 
                                    39,107,905  35,200,132 
                                    ==========  ========== 
 
 
 
                                            31 March     31 March 
                                                2020         2019 
                                                 GBP          GBP 
Debtors due within more than one year 
Deferred tax assets - see note 12          3,273,881    2,634,020 
Amounts owed by group companies - Long 
 term loans                              551,913,130  584,676,610 
                                         -----------  ----------- 
                                         555,187,011  587,310,630 
                                         ===========  =========== 
 
 
10                                Creditors due within one year 
                                      31 March         31 March 
                                         2020            2019 
                                                       *Restated 
                                         GBP              GBP 
Accrued expenses                         5,959,348       6,368,285 
Amounts due to related parties               1,825           1,825 
Social security and other taxes              1,458           1,294 
Corporation tax liability                        -             337 
Secured bonds                           32,763,480      28,454,600 
                                   ---------------  -------------- 
                                        38,726,111      34,826,341 
                                   ===============  ============== 
 
 

*See note 17 for details regarding the restatement as a result of the reclassification of the interest rate derivative liability from current liabilities to non-current liabilities for value in the prior year of GBP15,494,231.

 
11                                           Creditors due after more than one year 
                                                         31 March             31 March 
                                                             2020                 2019 
                                                                             *Restated 
                                                              GBP                  GBP 
Secured bonds due within one to two years              32,643,480           32,763,480 
Secured bonds due within two to five years            112,502,960          107,246,920 
Secured bonds due after five years                    406,766,690          444,666,210 
Interest rate derivative liability                     17,230,951           15,494,231 
                                              -------------------  ------------------- 
                                                      569,144,081          600,170,841 
                                              ===================  =================== 
 
 

*See note 17 for details regarding the restatement as a result of the reclassification of the interest rate derivative liability from current liabilities to non-current liabilities for value in the prior year of GBP15,494,231.

 
                                             31 March     31 March 
                                                 2020         2019 
                                                  GBP          GBP 
Borrowings repayment analysis 
Repayments due: 
Within one year                            32,763,480   28,454,600 
Within one to two years                    32,643,480   32,763,480 
Within two to five years                  112,502,960  107,246,920 
                                          -----------  ----------- 
                                          177,909,920  168,465,000 
After five years                          406,766,690  444,666,210 
                                          -----------  ----------- 
Total borrowings                          584,676,610  613,131,210 
Fair value of interest rate derivatives    17,230,951   15,494,231 
                                          -----------  ----------- 
Net debt                                  601,907,561  628,625,441 
                                          ===========  =========== 
 
 
11                                           Creditors due after more than one year (continued) 
                                                                 31 March                 31 March 
                                                                     2020                     2019 
                                                                      GBP                      GBP 
Secured bonds on the assets of the Meadowhall Limited Partnership 
Class A1 4.986% Bonds due 2037                                420,760,560              442,758,360 
Class A2 Floating Rate Bonds due 2037                          44,460,000               46,140,000 
Class B 4.988% Bonds due 2037                                 119,456,050              124,232,850 
                                              ---------------------------  ----------------------- 
Total borrowings                                              584,676,610              613,131,210 
Fair value of interest rate derivatives                        17,230,951               15,494,231 
                                              ---------------------------  ----------------------- 
Total secured borrowings                                      601,907,561              628,625,441 
                                              ===========================  ======================= 
 
 

The GBP44m (2019: GBP46m) floating rate bonds are fully hedged by a swap to 2032. At 31 March 2020, taking into account the effect of derivatives, 100% of the bonds were fixed (2019: 100%) until expected maturity. The bonds amortise from 2007 to 2032, and are secured on the properties of group valued at GBP1,154m (2019: GBP1,700m). The weighted average interest rate of the bonds is 5.00% (2019: 5.00%). The weighted average maturity of the bonds is 8.0 years (2019: 8.6 years). The property valuation of GBP1,154m as at 31 March 2020 against which the bonds are secured are reported on the basis of "material valuation uncertainty" as per VPS 3 and VPGA 10 of the RICS Red Book Global due to the COVID-19 global pandemic. Consequently, less certainty - and a higher degree of caution - should be attached to the valuations provided than would normally be the case.

The secured bonds as detailed in this note are issued by Meadowhall Finance PLC ('Issuer') and the proceeds are on-lent to Meadowhall Limited Partnership ('Borrower') under the Issuer/Borrower Loan Agreement. Under this agreement Meadowhall Limited Partnership will grant security over its beneficial interest in Meadowhall Shopping Centre ('Mortgaged Property') and selected other interests and assets.

At 31 March 2020, the company was financed by GBP584.7m bonds (2019: GBP613.1m).

Except as detailed below, the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements are approximately equal to their fair values.

 
                   31 March  31 March 
                       2020      2019 
                       GBPm      GBPm 
Bonds fair value        702       738 
                   ========  ======== 
 

Comparison of fair values and book values and fair value hierarchy

The table below provides a comparison of fair value and book value along with the classification per the fair value hierarchy. The different levels are defined:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 
11                         Creditors due after more than one year (continued) 
                                     Fair value   Book value   Fair value   Book value 
                                       31 March     31 March     31 March     31 March 
                                           2020         2020         2019         2019 
                            Level         GBP m        GBP m        GBP m        GBP m 
Secured bonds               2               702          585          738          613 
Interest rate derivative 
 liability                  2                17           17           15           15 
                                    -----------  -----------  -----------  ----------- 
                                            719          602          753          628 
                                    ===========  ===========  ===========  =========== 
 
 

The fair values of the bonds have been established by obtaining quoted market prices from brokers. The derivatives have been valued by calculating the present value of future cash flows, using appropriate market discount rates, by an independent treasury advisor.

The Class A1 and B Loan notes expose the entity to fair value interest rate risk while the Class A2 Loan notes expose the company to cash flow interest rate risk.

The ineffectiveness recognised in the income statement on cash flow hedges in the year ended 31 March 2020 was GBPnil (2019: GBPnil). The table below summarises variable rate debt hedged at 31 March 2020.

 
                                 31 March    31 March 
                                     2020        2019 
                                      GBP         GBP 
Outstanding after one year     42,780,000  44,460,000 
Outstanding after two years    41,220,000  42,780,000 
Outstanding after five years   39,060,000  39,780,000 
 

Hedge accounting

The company uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt. At 31 March 2020, the fair value of these derivatives, which have been designated cash flow hedges under lFRS 9, is a liability of GBP17.2m (2019: GBP15.5m liability). The valuation movement reflects the decrease in market interest rates since the beginning of the year.

The derivatives have been valued by calculating the net present value of future cash flows, using appropriate market discount rates, by an independent treasury advisor. The effective portion of changes in fair value of the designated hedging instrument is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the profit and loss. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the profit and loss in the periods in which the hedged item affects profit or loss or when the hedging relationship ends.

The Treasury Function

The company finances its operations through public debt issues. The company borrows in Sterling at both fixed and floating rates of interest, using interest rate derivatives where appropriate to generate a suitably prudent mixture of fixed and variable rate debt.

Risk Management

Capital risk management:

The company finances its operations through public debt issues to ensure that sufficient competitively priced finance is available to support the property strategy of the MSC Property Intermediate Holdings Limited group.

The approach adopted has been to engage in debt financing with long term maturity dates and as such the bonds issued are due in 2037, but are expected to be repaid in 2032. Including debt amortisation 69.6% (2019: 72.5%) of the total borrowings are due for payment after 5 years. There are no immediate debt refinancing requirements.

 
11  Creditors due after more than one year (continued) 
 

The company maintains undrawn revolving liquidity facilities which provide financial liquidity. These facilities are only available for the requirements of the Meadowhall securitisation. At 31 March 2020 this facility was GBP75.0m (2019: GBP75.0m).

Details of bond covenants are authorised in the bonds Offering Circular, accessible via:

http://www.britishland.com/investors/strategic-partnerships/meadowhall-finance-plc.aspx

Credit risk:

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The carrying amount of financial assets recorded in the financial statements represents the company's maximum exposure to credit risk without taking account of the value of any collateral obtained.

Cash and deposits at 31 March 2020 amounted to GBP41,830 (2019: GBP38,423) and are placed with European Financial institutions with A- or better credit ratings. At 31 March 2020, prior to taking account of any offset arrangements, the largest combined credit exposure to a single counterparty arising from money market deposits and interest rate swaps was GBPnil (2019: GBPnil). This represents 0% (2019: 0%) of gross assets.

The company's principal credit risk relates to an intra-group loan to Meadowhall Limited Partnership. At 31 March 2020 this loan stood at GBP584.7m (2019: GBP613.1m). The purpose of this loan is to provide funding to fellow subsidiaries of the MSC Property Intermediate Holdings Limited group.

At 31 March 2020, the fair value of all interest rate derivatives which had a positive value was GBPnil (2019: GBPnil).

In order to manage this risk, management regularly monitors all amounts that are owed to the company to ensure that amounts are paid in full and on time.

Liquidity risk:

Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated with financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to ensure that the company has enough resources to repay all future amounts outstanding.

Interest rate risk:

The company's activities expose it primarily to interest rate risk. The group uses interest rate swap contracts to hedge these exposures. The group does not use derivative financial instruments for speculative purposes.

 
12                                            Deferred tax asset 
                                                    2020       2019 
                                                     GBP        GBP 
1 April                                        2,634,020  2,612,611 
Credited to hedging and translation reserve      639,861     21,409 
                                               ---------  --------- 
31 March                                       3,273,881  2,634,020 
                                               =========  ========= 
 
 

The deferred tax balance arises on the fair value gain or loss on the revaluation of interest rate derivatives as described in note 11.

 
13  Share capital 
 

Allotted, called up and fully paid shares

 
                                 31 March        31 March 
                                     2020            2019 
                              No.     GBP   No.       GBP 
Ordinary shares of GBP1 
 each                           2       2       2       2 
Ordinary shares part 
 paid of GBP0.25 each      49,998  12,500  49,998  12,500 
                           50,000  12,502  50,000  12,502 
                           ======  ======  ======  ====== 
14                        Contingent liabilities 
 
 

The company is jointly and severally liable with MSC (Cash Management) Limited and fellow subsidiaries for all monies falling due under the group VAT registration.

 
15  Subsequent events 
 

Following the Consent Solicitation Process and Notices announced by Meadowhall Finance PLC on 17 June 2020, the Extraordinary Resolutions set out in each such Notice was duly held and passed by the holders of the relevant Classes of the A1, A2 and B Bonds on 9 July 2020. As a result certain covenant provisions in relation to Meadowhall Limited Partnership (the Borrower) apply are modified from 9 July 2020 to (and including) the Interest Payment Date falling in October 2021. GBP5.5m was drawn on the Liquidity Facility for 13th July.

 
16  Parent and ultimate parent undertaking 
 

The immediate controlling party is Meadowhall Limited Partnership.

The ultimate holding company is MSC Property Intermediate Holdings Limited, a joint venture between The British Land Company PLC and NBIM Victoria Partners LP.

MSC Property Intermediate Holdings Limited is the smallest and largest group for which group accounts are available and which include the company. The accounts of MSC Property Intermediate Holdings Limited are available on request from British Land, York House, 45 Seymour Street, London, W1H 7LX.

 
17  Prior year restatement 
 

The prior year Interest rate derivative liability GBP15,494,231 has been reclassified from current to non-current liabilities given that the hedging relationship is for more than 12 months. The error has been corrected by restating each of the affected financial statement line items and notes to the financial statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR KKDBNBBKDDON

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