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( BW)(RMAC-2002-NS1)(AK51) Annual Report & Accounts
Business Editors
UK REGULATORY NEWS
LONDON--(BUSINESS WIRE)--July 9, 2003--
RMAC 2002-NS1 PLC
Annual Report
For the period from incorporation to 31 December 2002
Registered No: 4349853
Directors and Advisers
Directors
Colin Bradley
SFM Directors Limited
SFM Directors (No.2) Limited
Auditors
PricewaterhouseCoopers LLP
Southwark Towers
32 London Bridge Street
London
SE1 9SY
Secretary and Registered Office
Karen Edmonds
Eastern Gate
Brants Bridge
Bracknell
Berkshire
RG12 9BZ
The accounts on pages 5 to 13 were approved by the Board of Directors on 2003.
Auditors
The directors appointed PricewaterhouseCoopers to fill a casual
vacancy. Following the conversion of the company's auditors
PricewaterhouseCoopers to a Limited Liability Partnership (LLP) from 1
January 2003, PricewaterhouseCoopers have written to the company
stating their intention to resign effective 2 June 2003. The directors
have agreed to appoint PricewaterhouseCoopers LLP to fill a casual
vacancy, and a resolution to reappoint its successor,
PricewaterhouseCoopers LLP, as auditors to the company will be
proposed a the Annual General Meeting.
On behalf of the Board
Colin Bradley
Director
2 June 2003
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RMAC 2002-NS1 PLC
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Independent auditors' report to the members of RMAC 2002-NS1 PLC
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We have audited the financial statements which comprise the profit and
loss account, balance sheet and the related notes, which have been
prepared under the historical cost convention and the accounting
policies set out in note 1.
Respective responsibilities of directors and auditors
--------------------------------------------------------------------------------------------------------------
The directors' responsibilities for preparing the annual report and
the financial statements in accordance with applicable United Kingdom
law and accounting standards are set out in the statement of
directors' responsibilities.
Our responsibility is to audit the financial statements in accordance
with relevant legal and regulatory requirements and United Kingdom
Auditing Standards issued by the Auditing Practices Board. This
report, including our opinion has been prepared for and only for the
company's members in accordance with Section 235 of the Companies Act
1985 and for no other purpose. We do not, in giving this opinion,
accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or in to whose hands it may come
save where expressly agreed by our prior consent in writing.
We report to you in our opinion as to whether the financial statements
give true and fair view and are properly prepared in accordance with
the Companies Act 1985. We also report to you if, in our opinion, the
directors' report is not consistent with the financial statements, if
the company has not kept proper accounting records, if we have not
received all the information and explanations we required for our
audit, or if information specified by law regarding directors'
remuneration and transactions is not disclosed.
We read the other information contained in the annual report and
consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial
statements. The other information comprises only the directors'
report.
Basis of audit opinion
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We conducted our audit in accordance with Auditing Standards issued by
the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the
financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the accounting
policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the
financial statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
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In our opinion the financial statements give a true and fair view of
the state of the company's affairs at 31 December 2002 and of its
result for the period from incorporation to 31 December 2002 and have
been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Southwark Towers
32 London Bridge Street, SE1 9SY
2 June 2003
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RMAC 2002-NS1 PLC
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PROFIT AND LOSS ACCOUNT
For the period from incorporation to 31 December 2002
Note 2002
�
Turnover 2 4,338,095
Administration expenses (6,079,265)
Interest receivable 1,741,170
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Profit on ordinary activities before tax 5 -
Taxation on profit on ordinary activities 6 -
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Profit on ordinary activities after taxation 13 -
The company had no acquisitions or discontinued operations, and
accordingly the above profit and loss account is in respect of
continuing operations.
The company has no recognised gains and losses other than those
included in the profits above, and therefore no separate statement of
total recognised gains and losses has been presented.
There is no difference between the profit on ordinary activities
before taxation and the retained profit for the period, and their
historical cost equivalents.
RMAC 2002-NS1 PLC
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BALANCE SHEET
as at 31 December 2002
Note 2002
�
Fixed assets:
Mortgage loans 7 546,635,469
-----------------------
Total fixed assets 546,635,469
Current assets:
Debtors: amounts falling due within one year 8 174,864
Debtors: amounts falling due after more than one year 8 34,793
Cash at bank and in hand 12,891,694
-----------------------
Total current assets 13,101,351
Creditors: amounts falling due within one year 9 (4,738,546)
-----------------------
Net current assets 8,362,805
-----------------------
Total assets less current liabilities 554,998,274
Creditors: amounts falling due after more than one year 9 (554,985,772)
-----------------------
Net Assets 12,502
-----------------------
Capital and reserves:
Called up share capital 12 12,502
Profit and loss account 13 -
-----------------------
Total shareholders' funds 14 12,502
-----------------------
The accounts on pages 5 to 13 were approved by the Board of Directors
on 2 June 2003 and were signed on its behalf by:
RMAC 2002-NS1 PLC
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NOTES TO THE ACCOUNTS
for the period from incorporation to 31 December 2002
1 ACCOUNTING POLICIES
The accounts have been prepared in accordance with applicable
Accounting Standards in the United Kingdom. A summary of the more
important accounting policies which have been applied consistently is
set out below.
ACCOUNTING CONVENTION
The accounts are prepared in accordance with the historical cost
convention.
TURNOVER
In the opinion of the directors, disclosure of turnover is most
closely represented for the company as being comprised of interest
receivable net of discounts and funding costs, commission receivable
and income from asset disposals. These changes represent an adaptation
of the profit and loss account format laid down in Schedule 4 to the
Companies Act 1985 due to the special nature of the company's
business.
CASH FLOW STATEMENT AND RELATED PARTY DISCLOSURE
The company is a wholly owned subsidiary of RMAC Holdings Limited,
incorporated in England & Wales, whose accounts are publicly
available. Consequently, the company has taken advantage of the
exemption from preparing a cash flow statement under the terms of
Financial Reporting Standard 1 (Revised 1996). The company is exempt
under the terms of Financial Reporting Standard 8 from disclosing
related party transactions (but not balances) with entities that are
part of the RMAC Holdings Limited Group or investees of the RMAC
Holdings Limited Group.
MORTGAGE LOANS
Mortgage loans are stated at cost less provision for dimunition in
value. The mortgage loans are subject to a credit insurance wrap which
establishes a maximum possible loss on the portfolio.
MORTGAGE BACKED LOAN NOTES AND SECURITISATION COSTS
Mortgage backed loan notes are stated at aggregate principal amount
payable at redemption (net of underwriting costs). Underwriting costs
and the initial costs of credit insuring the mortgages on which the
notes are secured are amortised over the expected period until the C
Notes are repaid (unsecured notes issued to raise cash for the
securitisation). This is estimated to be 45 months. All other
securitisation costs are taken to the profit & loss account at the
date of securitisation.
DEFERRED CONSIDERATION
Under the terms of the agreement for the purchase of the mortgage
loans, the company has a liability to deferred consideration. This has
been shown as a liability in the accounts, which will be ultimately
satisfied by payments of cash in accordance with the administration
agreement.
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2 TURNOVER
2002
�
Mortgage interest receivable 30,893,041
Servicing income 912,205
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Interest receivable on mortgage loans and servicing income 31,805,246
Interest payable on loans repayable after five years
Mortgage backed loan notes (27,467,151)
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4,338,095
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3 DIRECTORS' EMOLUMENTS
2002
�
Sums paid to a third party for directors' services 8,832
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4 EMPLOYEE INFORMATION
There were no persons directly employed by the company from
incorporation to 31 December 2002.
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5 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
2002
�
This is stated after charging:
Auditors' remuneration: audit fees 8,636
Auditors' remuneration: non audit fees 11,750
Trustee fees 7,344
Administration fees paid for servicing loans 880,438
Provision for losses 631,114
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6 TAXATION ON PROFIT ON ORDINARY ACTIVITIES
(a) Analysis of tax charge for the period: 2002
�
United Kingdom Corporation Tax charge for
current year -
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-
(b) Factors affecting current tax charge for the year:
Profit before tax -
Tax on profit at 30% -
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7 MORTGAGE LOANS
2002
�
Cost and net book value
On incorporation -
Acquisitions 616,015,208 +1
Further advances 8,390,890
Other movements (1,401,108)
Redemptions (70,320,982)
Amortisation of premium on acquisition (5,417,425)
Loss provision (631,114)
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At 31 December 546,635,469
=================
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8 DEBTORS
2002
�
Amounts falling due within one year
Interest receivable 19,349
Prepayments 155,515
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174,864
=================
Amounts falling due after more than one year
Other debtors 34,793
=================
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9 CREDITORS
2002
�
Amounts falling due within one year
Other creditors 4,693,505
Accruals 45,041
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4,738,546
=================
Amounts falling due after more than one year
Mortgage backed loan notes (note 10) 554,985,772
=================
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10 MORTGAGE BACKED LOAN NOTES
The mortgage backed loan notes are secured over a portfolio of
mortgage loans. The senior notes are secured by the same security as
the junior notes but rank in priority to the junior notes in the event
of security being enforced.
2002
�
A1 Notes 101,848,826
A2 Notes 380,000,000
A3 Notes (including detachable coupons) 70,632,575
C Notes 2,504,371
-----------------
Outstanding principal at 31 December 554,985,772
=================
Maturity of Borrowings
If not otherwise redeemed or purchased and cancelled, the mortgage
backed loan notes will be redeemed at their principal outstanding
balance on the interest payment date in June 2034.
Prior to mandatory redemption on the final payment date, the rated
notes will be subject to mandatory and/or optional redemption in
certain circumstances. Such mandatory redemption in part will be
primarily caused by scheduled principal payments by the borrowers and
principal prepayments. Optional redemption may take place when the
aggregate principal amount outstanding of the rated notes is less than
10 per cent. of the initial aggregate principal amount outstanding of
the rated notes when the company may redeem all (but not some only) of
the rated notes at their rated notes principal amount outstanding.
The interest on the notes will accrue on a day by day basis and be
payable quarterly in arrears at the following rates above the London
Interbank Offered Rate for quarterly sterling deposits:
A1 Notes LIBOR + 0.15%
A2 Notes LIBOR + 0.28%
A3 Notes LIBOR + 0.32%
A3 detachable coupons 11.50% (until September 2004)
C Notes LIBOR + 3.50%
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11 FINANCIAL RISKS AND INSTRUMENTS
Credit risk
The company's major asset is a portfolio of mortgage loans which is
administered by a third party. These are subject to regular reviews
for credit problems to ensure credit risks are identified on a timely
basis and losses are minimised.
Liquidity risk
The company's policy is to manage liquidity risk through its use of
its start up loan and excess spread and a reserve fund. As the length
of the loan notes is designed to match the length of the mortgages,
there is deemed to be no further liquidity risks facing the company.
Interest rate risk
Assets and liabilities subject to floating rates are deemed to have
limited interest rate risk. The interest rate on floating rate
mortgages being mitigated by the company's floating rate note
liabilities. Those assets subject to a fixed rate of interest have a
short fixed period before converting to floating rates. It is not
considered necessary to hedge these assets against interest rate risk,
any mismatch being covered by the reserve fund created within the
funding structure.
Currency risk
The company's assets and liabilities are denominated in sterling and
so the company is not exposed to gains or losses arising from currency
fluctuations.
Hedging
It is the company's policy to directly manage the liquidity, interest
rate and currency risks via primary financial instruments as described
above to hedge its position and not to make use of derivative
financial instruments.
Floating rate Fixed rate
not more than
three months
� �
Assets
Mortgage loans 538,158,455 8,477,014
Cash at bank and in hand 12,891,694 -
----------------------------------
551,050,149 8,477,014
==================================
Liabilities
----------------------------------
Mortgage backed loan notes 554,985,772 -
==================================
Weighted average interest rate of fixed interest rate loans
5.92% Weighted average fixed interest rate period remaining on
fixed interest rate loans 12 months
There are no material differences between the fair value of the
financial assets and liabilities and their book value.
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12 CALLED UP SHARE CAPITAL
2002
�
Authorised
50,000 ordinary shares of �1 each 50,000
-----------------
Allotted, called up and fully paid
2 ordinary share of �1 each 2
Allotted, called up and 25% paid
49,998 ordinary shares of �1 each 12,500
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12,502
=================
The company was incorporated with 2 ordinary shares of �1. On 22
January 2002, the company issued 49,998 ordinary shares of �1 each at
par with 25% paid up.
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13 PROFIT AND LOSS ACCOUNT
2002
�
On incorporation -
Profit for the period -
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At 31 December -
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14 RECONCILIATION OF MOVEMENTS ON SHAREHOLDERS' FUNDS
2002
�
Shareholders' funds on incorporation 2
Share capital issued 12,500
Profit for the financial period -
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Shareholders' funds at 31 December 12,502
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15 CAPITAL COMMITMENTS
There were no outstanding capital commitments as at 31 December
2002.
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16 RELATED PARTY TRANSACTIONS
The directors regard SFM Corporate Services Limited as the ultimate
controlling party. The company is a wholly owned subsidiary of RMAC
Holdings Limited, a company registered in England. Therefore the
company has applied the exemption within Financial Reporting Standard
8 which permits the non-disclosure of transactions and balances with
related parties which are included in the consolidated financial
statements of RMAC Holdings Limited.
The company acquired mortgages for �616,015,207 from GMAC-RFC Limited,
of which Mr Colin Bradley is a director. The company has incurred
�880,438 due to GMAC-RFC Limited for administering the company's
mortgage loans and owes �2,669,805 of deferred consideration. The
company issued C Notes of �3,800,000 to GMAC RFC Limited and has
repaid �248,861 of principal and interest on these notes. The company
owes GMAC-RFC Limited �6,481,893 at 31 December 2002.
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17 IMMEDIATE AND ULTIMATE PARENT UNDERTAKING
The immediate and ultimate parent company is RMAC Holdings Limited
which is incorporated in England and Wales. Copies of RMAC Holdings
Limited accounts may be obtained from the Secretary at its registered
office.
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Short Name: RMAC 2002-NS1 PLC
Category Code: ACS
Sequence Number: 00006775
Time of Receipt (offset from UTC): 20030709T110948+0100
--30--ac/uk*
CONTACT: RMAC 2002-NS1
KEYWORD: UNITED KINGDOM INTERNATIONAL EUROPE
INDUSTRY KEYWORD: BANKING
SOURCE: RMAC 2002-NS1
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