TIDM68WN
RNS Number : 3234J
Rothschilds Continuation FinancePLC
28 March 2018
Rothschilds Continuation Finance PLC
Report of the Directors and Financial Statements for the 9
months ended 31 December 2017
Strategic Report
Business Model and Strategic Objectives
Rothschilds Continuation Finance PLC (the Company) is a
wholly-owned subsidiary of N M Rothschild & Sons Limited (NMR)
and was incorporated on 30 August 2000 to operate as a finance
vehicle for the benefit of NMR and its subsidiaries.
The principal activity of the Company is the raising of finance
for the purpose of lending it to NMR and other companies in NMR's
group (the Group). The Company raises finance by the issue of
perpetual subordinated notes guaranteed by NMR.
Business Update and Key Performance Indicators
Operating profit for the 9 months ended 31 December 2017 was
GBP8,952, a decrease of GBP1,641 (15%) on the prior year. The
Company's profit before tax was GBP25,953 compared to a profit of
GBP25,850 in the prior year. The Company did not issue or redeem
any notes during the year.
Rothschild & Co SCA announced on 21 March 2017 that it will
change its financial year end from 31 March to 31 December.
Rothschilds Continuation Finance PLC has changed its year end in
line with this such that this set of financial statements is for
the 9 month period ended 31 December 2017. The comparative figures
for the Company's income statement, statement of comprehensive
income, statement of changes in equity, cash flow statement and
related notes are for the 12 months from 1 April 2016 to 31 March
2017.
Principal Risks and Uncertainties
The principal risks of the Company are credit risk, liquidity
risk, market risk and operational risk. The Company follows the
risk management policies of the parent undertaking, NMR.
The Company's market risk exposure is limited to interest rate
and currency exchange rate movements. Exposure to interest rate
movements on the perpetual subordinated note issues has been passed
to NMR, as the issue proceeds have been lent onwards to NMR at a
fixed margin of one basis point above the rate being paid. Currency
risk is not considered significant as all material foreign currency
balances and cash flows are matched.
Liquidity risk has similarly been transferred to NMR as the
funds on-lent have the same maturity dates as the notes issued. The
Company's principal credit risk is with NMR. Since notes issued by
the Company have been guaranteed by, and funds have been on-lent
to, NMR, the Company's ability to meet its obligations in respect
of notes issued by it is affected by NMR's ability to make payments
to the Company.
Operational risk arising from inadequate or failed internal
processes, people and systems or from external events is managed by
maintaining a strong framework of internal controls.
By Order of the Board
Peter Barbour, Director
New Court, St Swithin's Lane, London EC4N 8AL
28 March 2018
Report of the Directors
The Directors present their Directors' report and the financial
statements for the 9 months ended 31 December 2017.
Dividends
During the period, the Company paid dividends of GBP100,000
(year ended 31 March 2017: GBPnil).
Directors
The Directors who held office during the period were as
follows:
Peter Barbour
Christopher Coleman
Mark Crump
Directors' Indemnity
The Company has provided qualifying third-party indemnities for
the benefit of its Directors. These were provided during the period
and remain in force at the date of this report.
Auditor
In accordance with Section 489 of the Companies Act 2006, a
resolution for the re-appointment of KPMG LLP as auditor of the
Company is to be proposed at the forthcoming Annual General
Meeting.
Audit Information
The Directors who held office at the date of approval of this
Report of the Directors confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company's auditors are unaware, and each Director has taken all the
steps that he or she ought to have taken as a Director to make
himself or herself aware of any relevant audit information and to
establish that the Company's auditors are aware of that
information.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic
Report, the Directors' 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 they have
elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the EU 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 then apply them consistently;
-- make judgements and estimates that are reasonable, relevant and reliable;
-- state whether they have been prepared in accordance with IFRS as adopted by the EU;
-- assess the Group and parent Company's ability to continue as
a going concern, disclosing as applicable, matters related to going
concern; and
-- use the going concern basis of accounting unless they either
intend to liquidate the company or to cease operations, or have no
realistic alternative but to do so.
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. They
are 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,
and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors' Report,
and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement of the Directors in respect of the
Annual Financial Report
We confirm to the best of our knowledge:
-- The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the consolidation
taken as a whole; and
-- The Strategic Report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
By Order of the Board
Helen Horton, Company Secretary
New Court, St. Swithin's Lane, London EC4N 8AL
28 March 2018
Independent Auditor's Report to the Members of Rothschilds
Continuation Finance PLC
1. Our opinion is unmodified
We have audited the financial statements of Rothschilds
Continuation Finance PLC ("the Company") for the period ended 31
December 2017 which comprise the Company primary statements and the
related notes, including the accounting policies in note 1.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Company's affairs as at 31 December 2017 and of the
Company's profit for the period then ended;
-- the Company financial statements have been properly prepared
in accordance with International Financial Reporting Standards as
adopted by the European Union (IFRSs as adopted by the EU);
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities are described below. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for
our opinion. Our audit opinion is consistent with our report to the
audit committee.
We were appointed as auditor by the directors on 31 March 1994.
The period of total uninterrupted engagement is the 23 years ended
31 December 2017. We have fulfilled our ethical responsibilities
under, and we remain independent of the Company in accordance with,
UK ethical requirements including the FRC Ethical Standard as
applied to listed public interest entities. No non-audit services
prohibited by that standard were provided.
Overview
=================================================================
Materiality: GBP1.34m (31
financial March 2017:GBP1.29m
statements )
as a whole 1% (31 March
2017: 1%) of
Total Assets
================ ===============================================
Risks of vs March 2017
material
misstatement
================ ===============================================
Recurring Loans to No change
risks parent
undertaking
============== ============================ ===================
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional
judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by
us, 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. We summarise below
the key audit matters (unchanged from March 2017), in arriving at
our audit opinion above, together with our key audit procedures to
address those matters, and, as required for public interest
entities, our results from those procedures. This matter was
addressed, and our results are based on procedures undertaken, in
the context of, and solely for the purpose of, our audit of the
financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do
not provide a separate opinion on these matters.
The risk Our response
==================== ========================== ==================================================================
Loans to parent Low Risk, high Our procedures included:
undertaking value: * Test of details: Com paring the value of loans from
(GBP133 million; The amount of the the Company with the relevant group undertakings'
31 March 2017: intercompany loan draft balance sheet to assess whether the
GBP128 million) receivable represents subsidiaries are able to repay the loans as they fall
99% (March 2017: due.
Refer to page 99%) of the Company's
15 (accounting total assets.
policy) and The recoverability Our results:
page 17 (financial of this loan is * We found the recoverability of the
disclosure) not at a high risk
of significant
misstatement or loan to the parent
subject to significant undertaking to be
judgement. acceptable (March
However, due to 2017: acceptable)
its materiality
in the context
of the financial
statements, this
is considered to
be the area that
has the greatest
effect on our audit.
==================== ========================== ==================================================================
3. Our application of materiality and an overview of the scope of our audit
Materiality for the financial statements for the period ending
31 December 2017 was set at GBP1.37m (31 March 2017: GBP1.29m)
determined with reference to a benchmark of total assets (of which
it represents 1% (31 March 2017: 1%). The threshold for reporting
misstatements to those charged with governance was GBP0.07m (31
March 2017: GBP0.06m).
4. We have nothing to report on going concern
We are required to report to you if we have concluded that the
use of the going concern basis of accounting is inappropriate or
there is an undisclosed material uncertainty that may cast
significant doubt over the use of that basis for a period of at
least twelve months from the date of approval of the financial
statements. We have nothing to report in these respects.
5. We have nothing to report on the other information in the financial statements
The directors are responsible for the other information
presented in the financial statement. Our opinion on the financial
statements does not cover the other information and, accordingly,
we do not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge.
Based solely on that work we have not identified material
misstatements in the other information.
Strategic report and directors' report
Based solely on our work on the other information:
-- we have not identified material misstatements in the
strategic report and the directors' report;
-- in our opinion the information given in those reports for the
financial period is consistent with the financial statements;
and
-- in our opinion those reports have been prepared in accordance with the Companies Act 2006.
6. We have nothing to report on the other matters on which we
are required to report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion:
-- 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
-- the Company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
7. Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 3,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free form
material misstatement, whether due to fraud or error; 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 they either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities
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 other irregularities (see
below), or error, and to issue our opinion in an auditor's report.
Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (IK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud, other irregularities or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the
FRC's website at:
www.frc.org.uk/auditorsresponsibilities
Irregularities - ability to detect
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the financial
statements from our sector experience and through discussion with
the directors and other management (as required by auditing
standards).
We had regard to laws and regulations in areas that directly
affect the financial statements including financial reporting
(including related company legislation) and taxation legislation.
We considered the extent of compliance with those laws and
regulations as part of our procedures on the related financial
statement items.
In addition we considered the impact of laws and regulations in
the specific areas of anti-bribery, regulatory capital and
liquidity and certain aspects of company legislation recognising
the financial nature of the Company's activities and its legal
form. With the exception of any known or possible non-compliance,
and as required by auditing standards, our work in respect of these
was limited to enquiry of the directors and other management and
inspection of regulatory and legal correspondence.
We communicated identified laws and regulations throughout our
team and remained alert to any indications of non-compliance
throughout the audit. As with any audit, there remained a higher
risk of non-detection of non-compliance with relevant laws and
regulations irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the override
of internal controls.
8. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 or Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members, as a body,
for our audit work, for this report, or for the opinions we have
formed.
Pamela McIntyre (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
28 March 2018
Statement of Comprehensive Income
For the 9 months ended 31 December 2017
9 months Year
to to
31 December 31 March
2017 2017
Note GBP GBP
----------------------------- ---- ------------ ------------
Interest income 1,159,766 1,134,551
----------------------------- ---- ------------ ------------
Interest expense (1,150,814) (1,123,958)
----------------------------- ---- ------------ ------------
Operating profit 8,952 10,593
----------------------------- ---- ------------ ------------
Foreign exchange translation
profits 17,001 15,257
----------------------------- ---- ------------ ------------
Profit before tax 25,953 25,850
----------------------------- ---- ------------ ------------
Taxation 5 (4,933) (5,168)
----------------------------- ---- ------------ ------------
Profit for the financial
year 21,020 20,682
----------------------------- ---- ------------ ------------
Other comprehensive income - -
----------------------------- ---- ------------ ------------
Total comprehensive income
for the financial year 21,020 20,682
----------------------------- ---- ------------ ------------
All amounts are in respect of continuing activities.
Balance Sheet
At 31 December 2017
31 December 31 March
2017 2017 2017 2017
Note GBP GBP GBP GBP
---------------------------- ---- -------------- ------------------ ------------ ----------------
Non-current assets
Loan to parent undertaking 6 133,151,064 128,299,434
---------------------------- ---- -------------- ------------------ ------------ ----------------
Current assets
---------------------------- ---- -------------- ------------------ ------------ ----------------
Cash and cash equivalents 8 238,794 294,935
---------------------------- ---- -------------- ------------------ ------------ ----------------
Other financial assets 7 203,425 282,900
---------------------------- ---- -------------- ------------------ ------------ ----------------
442,219 577,835
---------------------------- ---- -------------- ------------------ ------------ ----------------
Current liabilities
Bank overdraft 8 (23,186) -
---------------------------- ---- -------------- ------------------ ------------ ----------------
Current tax payable (4,931) (5,168)
---------------------------- ---- -------------- ------------------ ------------ ----------------
Other financial liabilities 9 (201,391) (280,976)
---------------------------- ---- -------------- ------------------ ------------ ----------------
Net current assets 212,711 291,691
---------------------------- ---- -------------- ------------------ ------------ ----------------
Total assets less current
liabilities 133,363,775 128,591,125
---------------------------- ---- -------------- ------------------ ------------ ----------------
Non-current liabilities
Debt securities in issue 10 (133,151,064) (128,299,434)
---------------------------- ---- -------------- ------------------ ------------ ----------------
Net assets 212,711 291,691
---------------------------- ---- -------------- ------------------ ------------ ----------------
Shareholders' equity
Share capital 12 100,000 100,000
---------------------------- ---- -------------- ------------------ ------------ ----------------
Retained earnings 112,711 191,691
---------------------------- ---- -------------- ------------------ ------------ ----------------
Total shareholders' equity 212,711 291,691
---------------------------- ---- -------------- ------------------ ------------ ----------------
Approved by the Board of Directors and signed on its behalf on
28 March 2018 by:
Peter Barbour, Director
Statement of Changes in Equity
For the 9 months ended 31 December 2017
Retained Total
Share Capital Earnings Equity
GBP GBP GBP
-------------------------- ------------- ---------- ---------
At 1 April 2017 100,000 191,691 291,691
-------------------------- ------------- ---------- ---------
Total comprehensive
profit for the financial
year - 21,020 21,020
-------------------------- ------------- ---------- ---------
Shareholders' dividends - (100,000) (100,000)
-------------------------- ------------- ---------- ---------
At 31 December 2017 100,000 112,711 212,711
-------------------------- ------------- ---------- ---------
At 1 April 2016 100,000 171,009 271,009
-------------------------- ------------- ---------- ---------
Total comprehensive
profit for the financial
year - 20,682 20,682
-------------------------- ------------- ---------- ---------
At 31 March 2017 100,000 191,691 291,691
-------------------------- ------------- ---------- ---------
Cash Flow Statement
For the 9 months ended 31 December 2017
9 months Year to
to 31 March
31 December 2017
2017
Note GBP GBP
------------------------------------------- ---- ------------ ------------
Cash flow from operating activities
Net profit for the financial period 21,020 20,682
------------------------------------------- ---- ------------ ------------
Taxation 4,933 5,168
------------------------------------------- ---- ------------ ------------
Operating profit before changes in working
capital
and provisions 25,953 25,850
------------------------------------------- ---- ------------ ------------
Cash from operations 25,953 25,850
------------------------------------------- ---- ------------ ------------
Taxation paid (5,170) (4,882)
------------------------------------------- ---- ------------ ------------
Net cash from operating activities 20,783 20,968
------------------------------------------- ---- ------------ ------------
Cash from financing activities
Net (increase) in loans and interest
receivable (4,772,155) (9,666,240)
------------------------------------------- ---- ------------ ------------
Net increase in debt securities in issue
and interest payable 4,772,045 9,666,130
------------------------------------------- ---- ------------ ------------
Dividends paid (100,000) -
------------------------------------------- ---- ------------ ------------
Net cash flow from financing activities (100,110) (110)
------------------------------------------- ---- ------------ ------------
Net (decrease)/increase in cash and
cash equivalents (79,327) 20,858
------------------------------------------- ---- ------------ ------------
Cash and cash equivalents at beginning
of period 294,935 274,077
------------------------------------------- ---- ------------ ------------
Cash and cash equivalents at end of
period 8 215,608 294,935
------------------------------------------- ---- ------------ ------------
Interest receipts and payments during the year were as
follows:
9 months Year
to to
31 December 31 March
2017 2017
GBP GBP
------------------------------ ------------ ----------
Interest received from parent
undertaking 1,239,241 1,058,055
------------------------------ ------------ ----------
Interest paid to note holders 1,230,399 1,046,924
------------------------------ ------------ ----------
Notes to the Financial Statements
(forming part of the Financial Statements)
For the 9 months ended 31 December 2017
1. Accounting Policies
Rothschilds Continuation Finance PLC ("the Company") is a public
limited Company incorporated in England and Wales. The principal
accounting policies which have been consistently adopted in the
presentation of the financial statements are as follows:
a. Basis of preparation
The financial statements are prepared and approved by the
Directors in accordance with International Financial Reporting
Standards ("IFRS") and International Financial Reporting
Interpretations Committee ("IFRIC") interpretations, endorsed by
the European Union ("EU") and with those requirements of the
Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements are prepared under the historical cost
accounting rules.
The maturities of the Company's liabilities are matched with the
maturities of its assets, there is, therefore a strong expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future at least twelve months from
the date the financial statements are signed and accordingly, the
financial statements have been prepared on a going concern
basis.
The financial statements are presented in sterling, unless
otherwise stated.
Standards affecting the financial statements
There were no new standards or amendments to standards that have
been applied in the financial statements for the 9 months ended 31
December 2017.
Future accounting developments
A number of new standards, amendments to standards and
interpretations are effective for accounting periods ending after
31 December 2017 and therefore have not been applied in preparing
these financial statements. None of these are expected to have a
significant effect on the financial statements of the Company.
Accounting standards first effective for accounting periods
beginning on or after 1 January 2018
IFRS 9 Financial Instruments, which replaces IAS 39 Financial
Instruments: Recognition and Measurement and includes revised
guidance in respect of the classification and measurement of
financial assets and liabilities and introduces additional
requirements for liabilities and hedge accounting as well as a new
expected credit loss model for calculating impairment on financial
assets. This new standard is not expected to have a material impact
on the Company.
b. Interest receivable and payable
Interest receivable and payable is recognised in the statement
of comprehensive income using the effective interest rate
method.
c. Foreign currencies
Transactions in foreign currencies are accounted for at the
exchange rates prevailing at the time of the transaction. Gains and
losses resulting from the settlement of such transactions, and from
the translation at period end exchange rates of monetary items that
are denominated in foreign currencies, are recognised in the
statement of comprehensive income.
d. Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash
equivalents comprise balances with other group companies that are
readily convertible to cash and are subject to an insignificant
risk of changes in value.
e. Taxation
Tax payable on profits is recognised in the statement of
comprehensive income.
f. Capital management
The Company is not subject to any externally imposed capital
requirements.
g. Financial assets and liabilities
Financial assets and liabilities are recognised on trade date
and derecognised on either trade date, if applicable, or on
maturity or repayment.
On initial recognition, IAS 39 requires that finanacial assets
be classified into the following categories; at fair value through
profit or loss, loans and receivables, held-to-maturity
investments, or available for sale investments. The company does
not hold any assets that are classified as held-to-maturity,
available for sale or fair value through profit and loss
investments.
i. Loans and advances
Loans and advances are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market.
Loans and advances are intitially recorded at fair value,
including any transaction costs and are subsequently measured at
amortised cost using the effective interest rate method. Gains and
losses arising on derecognition of loans and advances are
recognised in other operating income.
ii. Financial liabilities
All financial liabilities are carried at amortised cost using
the effective interest rate method.
h. Accounting Judgements and estimates
The preparation of financial statements in accordance with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise judgement in applying the
accounting policies.
2. Financial Risk Management
The Company follows the financial risk management policies of
the parent undertaking, N M Rothschild & Sons Limited. The key
risks arising from the Company's activities involving financial
instruments, which are monitored at the group level, are as
follows:
- Credit risk - the risk of loss arising from client or
counterparty default is not considered a significant risk to the
Company as all asset balances are with other group companies as
detailed in note 13 Related Party Transactions.
- Market risk - exposure to changes in market variables such as
interest rates, currency exchange rates, equity and debt prices is
not considered significant as the terms of financial assets
substantially match those of financial liabilities.
- Liquidity risk - the risk that the Company is unable to meet
its obligations as they fall due or that it is unable to fund its
commitments is not considered significant as the risk has been
transferred to NMR. As the funds on-lent to NMR have the same
maturity dates as the notes issued, the Company's ability to meet
its obligations in respect of notes issued by it is affected by
NMR's ability to make payments to the Company.
3. Audit Fee
The amount receivable by the auditors and their associates in
respect of the audit of these financial statements is GBP5,000
(year to 31 March 2017: GBP4,847). The audit fee is paid on a group
basis by N M Rothschild & Sons Limited.
4. Directors' Emoluments
None of the Directors received any remuneration in respect of
their services to the Company during the period (year to 31 March
2017: GBPnil).
5. Taxation
9 months Year
to to
31 December 31 March
2017 2017
GBP GBP
---------------------------- ------------ ----------
Profit before tax 25,953 25,850
---------------------------- ------------ ----------
United Kingdom corporation
tax charge at 19% (year to
31 March 2017: 20%) 4,931 5,168
---------------------------- ------------ ----------
Prior year adjustment 2 -
---------------------------- ------------ ----------
Tax charge for the year 4,933 5,168
---------------------------- ------------ ----------
6. Non-current Assets: Loan to Parent Undertaking
31 December 31 March
2017 2017
GBP GBP
----------------------------------- ------------ ------------
Amounts owed by parent undertaking
----------------------------------- ------------ ------------
EUR150,000,000 Perpetual floating
rate subordinated loan 133,151,064 128,299,434
----------------------------------- ------------ ------------
Due
----------------------------------- ------------ ------------
In 5 years or more 133,151,064 128,299,434
----------------------------------- ------------ ------------
The interest rate charged on the EUR150 million loan is
EUR-TEC10-CNO plus 36 basis points, capped at 9.01 per cent, fixed
on 05 February, 05 May, 05 August and 05 November each year.
The effective interest rate on the above loan at 31 December
2017 was 1.00% (at 31 March 2017: 1.47%) and the fair value was
GBP119,476,450 (at 31 March 2017: GBP92,516,722). The above loans
were valued from quoted market prices of a similar instrument
(level 2).
7. Current Assets: Other Financial Assets
31 December 31 March
2017 2017
GBP GBP
------------------------------------ ----------- ---------
Amounts owed by parent undertaking:
Interest receivable 203,425 282,900
------------------------------------ ----------- ---------
8. Cash and Cash Equivalents
At the period end the Company held cash of GBP215,608 (at 31
March 2017: GBP294,935) at the parent undertaking. Of this balance,
GBP23,186 was held as an overdraft in a sterling account (at 31
March 2017: debit balance of GBP81,985). The equivalent of
GBP238,794 (at 31 March 2017: GBP212,950) was held in a euro
account. The effective interest rate at 31 December 2017 was 0.0%
(at 31 March 2017: 0.0%).
9. Current Liabilities: Other Financial Liabilities
31 December 31 March
2017 2017
GBP GBP
----------------- ------------ ----------
Interest payable 201,391 280,976
----------------- ------------ ----------
10. Non-current Liabilities: Debt Securities in Issue
31 December 31 March
2017 2017
GBP GBP
---------------------------- ------------ ------------
Perpetual Subordinated Notes
EUR150,000,000 133,151,064 128,299,434
---------------------------- ------------ ------------
Repayable
In 5 years or more 133,151,064 128,299,434
---------------------------- ------------ ------------
The interest rate payable on the EUR150 million Perpetual
Subordinated Notes is EUR-TEC10-CNO plus 35 basis points, capped at
9 per cent, fixed on 05 February, 05 May, 05 August and 05 November
each year. From and including the interest payment date falling in
August 2016 and every interest payment date thereafter, the Company
may redeem all (but not some only) of the Perpetual Subordinated
Notes at their principal amount.
The effective interest rate on the above notes at 31 December
2017 was 0.99% (at 31 March 2017: 1.46%) and their fair value was
GBP119,276,723 (at 31 March 2017: GBP92,324,273). The fair value
was derived from the quoted market price at the balance sheet date
(level 1).
11. Maturity of Financial Liabilities
The following table shows contractual cash flows payable by the
Company on the perpetual subordinated notes, analysed by remaining
contractual maturity at the balance sheet date. Interest cashflows
on perpetual subordinated notes are estimated and shown up to five
years only, with the principal balance being shown in the perpetual
column.
3 months
or less 1 year 5 years
but not or less or less
payable but but over
over
Demand on demand 3 months 1 year Perpetual Total
At 31 December GBP GBP GBP GBP GBP GBP
2017
--------------- ------ --------- -------- --------- ----------- -----------
Perpetual
subordinated
notes - 329,549 988,647 5,272,784 133,151,064 139,742,044
--------------- ------ --------- -------- --------- ----------- -----------
3 months
or less 1 year 5 years
but not or less or less
payable but but over
over
Demand on demand 3 months 1 year Perpetual Total
At 31 March GBP GBP GBP GBP GBP GBP
2017
-------------- ------ --------- --------- --------- ----------- -----------
Perpetual
subordinated
notes - 467,010 1,406,162 7,492,687 128,299,434 137,665,293
-------------- ------ --------- --------- --------- ----------- -----------
12. Share Capital
31 December 31 March
2017 2017
GBP GBP
------------------------------------------ ----------- ---------
Authorised, allotted, called up and fully
paid
100,000 Ordinary shares of GBP1 each 100,000 100,000
------------------------------------------ ----------- ---------
13. Related Party Transactions
Parties are considered to be related if one party controls, is
controlled by or has the ability to exercise significant influence
over the other party. This includes key management personnel, the
parent company, subsidiaries and fellow subsidiaries.
Amounts receivable from related parties at the period end were
as follows:
31 December 31 March
2017 2017
GBP GBP
---------------------------- ------------ ------------
Cash and cash equivalents
at parent undertaking 215,608 294,935
---------------------------- ------------ ------------
Accrued interest receivable
from parent undertaking 203,425 282,900
---------------------------- ------------ ------------
Loans to parent undertaking 133,151,064 128,299,434
---------------------------- ------------ ------------
Amounts recognised in the statement of comprehensive income in
respect of related party transactions were as follows:
9 months Year to
to 31 March
31 December 2017
2017
GBP GBP
--------------------------------------- ------------ ----------
Interest income from parent
undertaking 1,159,766 1,134,551
--------------------------------------- ------------ ----------
Interest expense to parent undertaking - 507
--------------------------------------- ------------ ----------
Amounts recognised directly in equity in respect of related
party transactions were as follows:
9 months Year to
to 31 March
31 December 2017
2017
GBP GBP
---------------------------- ------------ ---------
Dividend payable to parent
undertaking 100,000 -
---------------------------- ------------ ---------
There were no loans made to Directors during the period (year to
31 March 2017: none) and no balances outstanding at the period end
(at 31 March 2017: GBPnil). The Directors did not receive any
remuneration in respect of their services to the Company. There
were no employees of the Company during the period (year to 31
March 2017: none).
14. Parent Undertaking, Ultimate Holding Company and
Registered Office
The largest group in which the results of the Company are
consolidated is that headed by Rothschild Concordia SAS,
incorporated in France, and whose registered office is at 23bis,
Avenue de Messine, 75008 Paris. The smallest group in which they
are consolidated is that headed by Rothschild & Co SCA, a
French public limited partnership whose registered office is also
at 23bis, Avenue de Messine, 75008 Paris. The accounts are
available on Rothschild & Co website at
www.rothschildandco.com.
The Company's immediate parent company is N M Rothschild and
Sons Limited, incorporated in England and Wales and whose
registered office is at New Court, St Swithins Lane, London EC4N
8AL.
The Company's registered office is located at New Court, St.
Swithin's Lane, London EC4N 8AL.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UWUWRWVAOUAR
(END) Dow Jones Newswires
March 29, 2018 02:00 ET (06:00 GMT)
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