TIDM57MC TIDMTTM
RNS Number : 3634U
Wellcome Trust Finance plc
21 December 2011
Wellcome Trust Finance plc
Annual Financial Report
Wellcome Trust and Wellcome Trust Finance plc (a wholly owned
subsidiary of Wellcome Trust) announce that they have each
published their Annual Report and Financial Statements for the year
to 30 September 2011 today. A copy of each document is available on
the Wellcome Trust website at:
http://www.wellcome.ac.uk/About-us/Publications .
Wellcome Trust has today issued the following press release in
connection with the publication of its Annual Report and Financial
Statements:
2010/11 was another challenging year for economies and financial
markets. Having advanced almost 20% between October 2010 and May
2011, stock markets stalled and then sold off sharply in the last
quarter of our financial year. Fears grew about the cohesion of the
Euro, the pace of the US recovery and the impact of inflationary
pressures on faster growing economies, notably China.
In these circumstances, we were pleased that our investment
portfolio recorded a total return of 2%, equating to almost GBP270
million on a portfolio value of GBP13.9 billion at the start of the
year.
We have returned a total of 19% (annualised 6%) over three years
and 24% (annualised 4%) over five years to September 2011. Since
the inception of our investment portfolio in 1985, it has provided
a total return averaging almost 14% a year.
These returns enabled us to spend GBP602 million this year in
support of our mission and also supported our AAA rating, with our
investment asset base ending the year at GBP13.6 billion. They also
should enable us to spend a projected amount in excess of GBP3
billion on our charitable activities between 2011 and 2016, a 29%
increase over the previous five year period.
Positive returns over the year from each element of the 56% of
our portfolio held in private equity, venture capital, hedge funds
and property more than offset lower stock markets.
Our buyout investments have returned 12% over the past year and
66% over the past five years, outperforming public markets by
almost 9% a year. The net annual internal rate of return from our
private equity portfolio since inception in 1994 now stands at 15%,
driven by excellent returns on growth and venture investments. Our
property assets returned 13% in 2010/11 and 22% over the past five
years driven by total returns from our direct residential property
at 70%, and our direct commercial property which has delivered
60%.
Our public equity returns were minus 5% for the year. Over three
and five years, public equities have delivered 7% and 3% per annum
respectively, each representing an outperformance of the MSCI World
Index by at least 1.0% per annum. Our hedge funds delivered a total
return of 5% for the year and 10% and 8% over three and five years
respectively.
Sir William Castell, Chairman of the Trust, said: 'I am pleased
to report a steady performance from our investment portfolio in a
year when stock-markets recorded negative returns. This will enable
us to give record amounts to medical research at a time when
economic headwinds remain strong.'
Danny Truell, CIO of the Trust, added: 'Good market timing and
strong investment performance from illiquid assets has again helped
in 2010/11. Long term themes will continue to inform our choice of
investments; we expect to generate substantial free cash-flows over
the next five years. In such uncertain economic times, we count it
an advantage to work with only very broad asset allocation
constraints. With a talented investment team and a robust long term
investment philosophy, we believe that we are well positioned for
the future'.
Wellcome Trust Finance plc further announces that a copy of its
Annual Report and Financial Statements for the year ended 30
September 2011 has been submitted to the National Storage
Mechanism, and will shortly be available for inspection at
www.Hemscott.com/nsm.do .
In accordance with the Disclosure and Transparency Rules, the
following information is taken from the Annual Report and Financial
Statements for Wellcome Trust Finance plc for the year ended 30
September 2011:
Wellcome Trust Finance plc
Annual Report and Financial Statements
Year ended 30 September 2011
Report of the Directors
The Directors of Wellcome Trust Finance plc present their report
and the audited Financial Statements for the year ended 30
September 2011.
Activities
The principal activity of Wellcome Trust Finance plc (the
"Company") is to meet its obligations relating to the bonds that it
has previously issued on the London Stock Exchange and to continue
to invest the proceeds in other group entities.
Review of the Business
The Company issued two tranches of bonds: GBP550 million on 25
July 2006 of 4.625% Guaranteed Bonds due July 2036 and GBP275
million on 28 May 2009 of 4.750% Guaranteed Bonds due May 2021 (the
"Bonds"). The Bonds are listed on the London Stock Exchange. The
obligations of the Company on the Bonds are governed by Trust Deeds
between the Company, The Wellcome Trust Limited, as trustee of the
Wellcome Trust, and Citicorp Trustee Company Limited, as the
trustee for the holders of the Bonds. The payment of all amounts
due in respect of the Bonds is unconditionally and irrevocably
guaranteed pursuant to the terms of a guarantee given by The
Wellcome Trust Limited, as trustee of the Wellcome Trust; the
guarantee is part of the Trust Deeds.
The Company loaned the proceeds from the Bonds issued to
Wellcome Trust Group (the "Group") undertakings and receives
interest on these loans.
Results for the Year
The Company made a profit of GBPnil (2010: GBPnil)during the
year ended 30 September 2011, after recognising a Gift Aid donation
of GBP6,534,546 (2010: GBP6,559,405) to the Wellcome Trust, a
charity registered in England under the UK Charities Act 1993 (as
amended by the Charities Act 2006) (registered charity number
210183). As at 30 September 2011 the Company had net assets of
GBP137,500,000 (2010: GBP137,500,000). The Directors do not propose
the payment of a dividend (2010: GBPnil).
Political and Charitable Donations
The Company made no political donations during the year (2010:
GBPnil). The Company made charitable donations of GBP6,534,546
(2010: GBP6,559,405) to the Wellcome Trust under Gift Aid.
Financial Risk Management
The Directors of the Company implement policies to manage the
inherent risks relating to the financial assets and liabilities of
the Company.
The Directors have assessed for each financial asset and
liability: the market risk, interest rate risk, liquidity risk, and
credit risk exposure. The Company is not exposed to significant
market risk or interest rate risk because the Company's main
financial assets and liabilities have fixed redemption values,
fixed interest rates and fixed maturity dates. The liquidity risk
of the Company is mitigated by the matching of the cash flows from
the Company's financial assets and liabilities. Credit risk
exposure of the Company's loans is reduced by the Company only
advancing loans to entities within the Group. Credit risk exposure
of the Company's remaining financial assets is reduced by stringent
selection procedures for any external counter parties with which
the Company transacts.
Key Performance Indicators
Due to the nature of the Company's operations, the key
performance measures are that the Company meets all its legal
obligations to the Bond holders and that the Company achieves
sufficient return on its assets to be profitable, before any
donations to the Wellcome Trust under Gift Aid. During the year the
Company met all its legal obligations to the Bond holders and had
profits before donations to the Wellcome Trust under Gift Aid.
Environment
Due to the nature of its activities the Company has a minimal
environmental impact. Social responsibility of the Wellcome Trust
group is detailed in the Wellcome Trust Annual Report and Financial
Statements, which are available at www.wellcome.ac.uk.
Employees
There are no employees of the Company.
The management and administration of the Company is undertaken
by staff from the Wellcome Trust. The Wellcome Trust has not
incurred any incremental costs due to the management of this
Company.
Corporate Governance
The Company is limited by shares. Its governing documents are
its memorandum of association and its articles of association. The
shareholder of the company is The Wellcome Trust Limited, as
trustee of the Wellcome Trust.
The Company is considered to be a wholly owned subsidiary of The
Wellcome Trust Limited, as trustee of the Wellcome Trust. The
Company is not subject to the requirements of the Combined Code
because it does not have any equity shares listed on the London
Stock Exchange. A statement on governance policies of the Group and
of the Wellcome Trust is included in the Wellcome Trust's Annual
Report and Financial Statements for the year ended 30 September
2011.
The Company has a separate Audit Committee. The Investment
Committee, the Risk Committee and the internal audit function of
the Wellcome Trust oversee all group entities.
The Company complies with all appropriate filing and information
requirements of the Financial Services Authority.
Internal Control and Risk Management
The Company's internal control and risk management is undertaken
as part of the Wellcome Trust's processes. The key elements of this
specifically applicable to the Company are:
-- delegation: there is a clear organisational structure with
documented lines of authority and responsibility for control and
documented procedures for reporting decisions, actions and issues;
and
-- review: the Audit Committee reviews the effectiveness of the
Company's internal control, its financial reporting process, the
independence of its statutory auditors and its compliance with
relevant statutory and finance regulations and advises the
Directors of any relevant matters. The Audit Committee members are
listed in the Administrative Details section below.
Creditor Payment Terms
The Company pays suppliers in accordance with contractual terms
or within 30 days of invoice date.
Directors and their interests
The Directors of the Company who served during the year and to
the date of this report are set out below:
Mr Simon Jeffreys
Mr Nicholas Moakes
Mr Peter Pereira Gray
Mr Daniel Truell
None of the Directors held any beneficial interest in the shares
of the Company or any interest in its parent company, The Wellcome
Trust Limited, as trustee of the Wellcome Trust.
Each of the Directors is an employee of the Wellcome Trust and
receives remuneration from the Wellcome Trust as an employee. No
remuneration is paid to any Director for their services as a
Director.
Directors' Indemnity Policy
There are no qualifying indemnity provisions (as defined in the
Companies Act 2006) that benefit the Directors of the Company.
Statement of Directors' responsibilities
The Directors are responsible 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 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 accounting estimates that are reasonable and prudent;
-- state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements respectively; 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. They
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 are responsible for the maintenance and integrity
of the company's website. Legislation in the United Kingdom
governing the preparation and dissemination of Financial Statements
may differ from legislation in other jurisdictions.
Each of the Directors, whose names are listed in the Directors'
report, confirm that, to the best of their knowledge:
-- the Financial Statements, which have been prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law),
give a true and fair view of the assets, liabilities, financial
position and profit of the company; and
-- the Directors' report contained in this section of the Annual
Report includes a fair review of the development and performance of
the business and the position of the company, together with a
description of the principal risks and uncertainties that it
faces.
Statement of disclosure of information to auditors
Each Director in office at the date of approving this report
confirms that so far as the Director is aware, there is no relevant
audit information of which the company's auditors are unaware and
each Director has taken all the steps that ought to have been 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.
Auditors
A resolution was passed by the Board of Directors on 20 December
2011 appointing PricewaterhouseCoopers LLP as auditors until such
time as the Company decides otherwise.
This report was approved by the Board of Directors and signed on
its behalf on 20 December 2011 by:
Mr Daniel Truell
Director
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WELLCOME TRUST
FINANCE PLC
We have audited the financial statements of Wellcome Trust
Finance Plc for the year ended 30 September 2011 which comprise the
Profit and Loss Account, the Balance Sheet, the Cash Flow Statement
and the related notes which include Accounting Policies. The
financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting
Practice).
Respective responsibilities of directors and auditors
As explained more fully in the Directors' Responsibilities
Statement in the Directors' Report, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's Ethical Standards for
Auditors.
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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the
Wellcome Trust Finance Plc annual report to identify material
inconsistencies with the audited financial statements. If we become
aware of any apparent material misstatements or inconsistencies we
consider the implications for our report.
Opinion on financial statements In our opinion the financial
statements:
-- give a true and fair view of the state of the company's
affairs as at 30 September 2011 and of its result and cash flows
for the year then ended;
-- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report
for the financial year for which the financial statements are
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the 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.
Alison Morris (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
20 December 2011
The Financial Statements are published on the Wellcome Trust
website, www.wellcome.ac.uk. The maintenance and integrity of the
Wellcome Trust website is the responsibility of the Directors; the
work carried out by the auditors does not involve consideration of
these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the
financial statements since they were initially presented on the
website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Wellcome Trust Finance plc
Profit and Loss Account
for the year ended 30 September 2011
Year ended Year ended
Note 30 September 30 September
2011 2010
GBP GBP
-------------------------------------- ----- ------------- -------------
Turnover 2 45,609,174 45,594,967
Cost of sales (38,995,045) (38,972,088)
Gross profit 6,614,129 6,622,879
Administrative expenses 3 (79,583) (63,474)
Operating profit 6,534,546 6,559,405
Gift Aid donation (6,534,546) (6,559,405)
Profit on ordinary activities before - -
taxation
Taxation on ordinary activities 6 - -
Profit on ordinary activities after - -
taxation
-------------------------------------- ----- ------------- -------------
All income is derived from continuing activities.
The Company has no other gains or losses other than the results
for the financial year as set out above and therefore no separate
statement of recognised gains and losses has been presented.
Notes 1 to 15 below form part of these Financial Statements.
Wellcome Trust Finance plc
Balance Sheet
as at 30 September 2011
As at As at
Note 30 September 30 September
2011 2010
GBP GBP
------------------------------------- ----- -------------- --------------
Fixed assets
Investment in subsidiaries 7 - 1
Loans to Group undertakings 8 271,080,095 270,780,921
Current assets
Loans to Group undertakings 8 676,000,000 676,000,000
Amounts due from Group undertakings 1,541,131 1,351,821
Accrued interest on loans 9,387,671 9,387,671
Prepayments 41,536 37,929
Cash at bank and in hand 124,197 105,575
Creditors: amounts falling due
within one year 9 (9,762,446) (9,746,779)
------------------------------------- ----- -------------- --------------
Net current assets 677,332,089 677,136,217
Creditors: amounts falling due
after more than one year 9 (810,912,184) (810,417,139)
Net assets 137,500,000 137,500,000
------------------------------------- ----- -------------- --------------
Capital reserves
Called up share capital 11 137,500,000 137,500,000
Profit and loss account - -
Total shareholders' funds 137,500,000 137,500,000
------------------------------------- ----- -------------- --------------
The Financial Statements were approved by the Board of Directors
on 20 December 2011 and signed on its behalf by:
Mr Daniel Truell
Director
Wellcome Trust Finance plc
Cash Flow Statement
for the year ended 30 September 2011
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
------------------------------------------- ------------- -------------
Net cash inflow from operating activities 6,538,026 6,931,216
Gift aid donations paid (6,519,404) (6,834,913)
Net increase in cash 18,622 96,303
------------------------------------------- ------------- -------------
Cash at beginning of year 105,575 9,272
------------------------------------------- ------------- -------------
Cash at end of year 124,197 105,575
------------------------------------------- ------------- -------------
Reconciliation of operating profit to net cash inflow from
operating activities
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
------------------------------------------- ------------- -------------
Operating profit 6,534,546 6,559,405
(Increase) in loans to Group undertakings (299,174) (380,921)
Increase in Bond liabilities 495,045 472,088
(Increase)/decrease in prepayments and
accrued income (3,607) 94,729
Increase/(decrease) in accruals and
deferred income 527 (21,867)
(Increase)/decrease in amounts owed
from Group undertakings (189,311) 207,782
Net cash inflow from operating activities 6,538,026 6,931,216
------------------------------------------- ------------- -------------
Reconciliation to net debt
Non-cash
changes:
Year ended effective Year ended
30 September Cash flow interest 30 September
2010 2011
GBP GBP GBP GBP
---------------------- ------------- ------------ ---------- -------------
Cash in hand and
at bank 105,575 18,622 - 124,197
Debt due after
one year
Bond liabilities 810,417,139 - 495,045 810,912,184
Debt due within
one year
Bond liabilities 9,212,500 (9,212,500) 9,212,500 9,212,500
Net debt at 30
September 819,735,214 (9,193,878) 9,707,545 820,248,881
----------------------- ------------- ------------ ---------- -------------
Wellcome Trust Finance plc
Notes to the Financial Statements
for the year ended 30 September 2011
1. ACCOUNTING POLICIES
(a) Basis of preparation of the Financial Statements
The Financial Statements have been prepared on a going concern
basis in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable law). The Company has adopted fair value accounting
rules and applies the related suite of Financial Reporting
Standards (FRS):
-- FRS 23 "The Effects of Changes in Foreign Exchange
Rates";
-- FRS 25 "Financial Instruments Presentation";
-- FRS 26 "Financial Instruments Measurement"; and
-- FRS 29 "Financial Instruments Disclosures", including the
amendment issued by the Accounting Standards Board in May 2009.
Accounting policies have been reviewed in accordance with FRS 18
"Accounting Policies".
All income and expenditure is recognised in the Financial
Statements on an accruals basis. A summary of the more important
accounting policies, which have been consistently applied, is set
out below:
(b) Turnover
Turnover is interest derived from loans to Wellcome Trust
Investment Limited Partnership, an undertaking in the Group, and
Wellcome Trust. Turnover is calculated using the effective interest
rate method and is recognised on an accruals basis.
(c) Cost of sales
Cost of sales is the effective interest on the Bond liabilities
(as described in note 1(f)) and is recognised on an accruals
basis.
(d) Gift Aid donation
The Gift Aid donation recognised is equal to estimated taxable
profits of the Company at the time of the approval of the Financial
Statements. The Gift Aid paid within nine months of the balance
sheet date is equal to the estimated taxable profits of the Company
at time of payment. Any difference between the Gift Aid donation
accrued and the Gift Aid donation paid is recognised at the time of
payment.
(e) Loans to Group undertakings
The loans to group undertakings are to Wellcome Trust Investment
Limited Partnership and Wellcome Trust, with fixed redemption value
and fixed interest payments. The loans are not quoted in an active
market. The loans were recognised initially at fair value and after
initial recognition are measured at amortised cost using the
effective interest method.
(f) Bond Liabilities
The Bond liabilities relate to the 30-year corporate bonds
issued by the Company in July 2006 and the 12-year corporate bonds
issued by the Company in May 2009, listed on the London Stock
Exchange (the "Bonds"). The initial measurement of the liability is
equal to the proceeds of issue less all transaction costs directly
attributable to the issue for each Bond. After initial recognition
the liability is measured at amortised cost using the effective
interest method. The fair value of the Bond liabilities disclosed
within the notes to the Financial Statements is the market value of
the Bonds at the year end date. The Company is not required to, and
therefore does not, recognise any adjustment to fair value in the
Balance Sheet and Profit and Loss Account.
(g) Foreign Currencies
Transactions in currencies other than Sterling are recorded at
the rate of exchange prevailing on the dates of the transactions.
At each balance sheet date, recorded monetary assets and
liabilities and balances carried at fair value that are denominated
in foreign currencies are retranslated at the rates prevailing on
the balance sheet date. All realised and unrealised profits and
losses arising on exchange are included in net profit or loss for
the period.
2. TURNOVER
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
Interest receivable on loans to Group
undertakings 45,609,174 45,594,967
45,609,174 45,594,967
--------------------------------------- ------------- -------------
Interest receivable on loans to Group undertakings (see note 8)
is the effective interest on:
-- loans A and B to Wellcome Trust Investment Limited
Partnership at a fixed rate of 4.75%; and
-- loan to Wellcome Trust at fixed rate of 4.80%.
3. ADMINISTRATIVE EXPENSES
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
Legal fees - (205)
Auditors' remuneration 8,400 7,873
UK Listing Authority fees - (2,900)
Rating agency fees 60,740 57,921
Other 10,443 785
79,583 63,474
-------------- -------------- ------------------------------ ------------- -------------
Auditors' remuneration is solely in relation to the statutory
audit of the Financial Statements.
4. EMPLOYEE INFORMATION
The Company has no employees. Personnel from the Wellcome Trust
undertake the management and administration of the Company at no
incremental cost to the Wellcome Trust.
5. REMUNERATION OF DIRECTORS
The Directors of the Company received no remuneration from the
Company for their services. There were no Directors for whom
retirement benefits are accruing under a money purchase or defined
benefit scheme. The Company does not issue share options or offer
any long-term incentive schemes, so there were no Directors who
exercised share options during the year or became entitled to
shares under a long-term incentive scheme.
6. TAXATION
The profits of the Company for the year will be paid under Gift
Aid to the Wellcome Trust, a charity registered in England under
the UK Charities Act 1993 (as amended by the Charities Act 2006)
(registered charity number 210183). There is no difference between
accounting and taxable profits, so there is no provision required
for deferred tax.
7. INVESTMENTS IN SUBSIDIARIES
The Company had an investment in a subsidiary, Wellcome Trust
Finance No. 2 Limited. The subsidiary was dissolved during the year
ended 30 September 2011.
The Company has not prepared Consolidated Financial Statements
because the subsidiary was not material and so meets the exemption
requirements of FRS 2 "Accounting for Subsidiary Undertakings".
8. LOANS TO GROUP UNDERTAKINGS
Principal Interest Loan anniversary Amortised cost Amortised cost
amount rate date Year ended Year ended
per annum 30 September 30 September
2011 2010
GBP % GBP GBP
Loan
A 550,000,000 4.75 25 July 550,000,000 550,000,000
Loan
B 126,000,000 4.75 25 September 126,000,000 126,000,000
Loan (new
bond) 275,000,000 4.80 28 May 271,080,095 270,780,921
947,080,095 946,780,921
----------------- ------------ -------- ------------------ --- --------------- ---------------
Loans to Group undertakings are loans (the "Loans") to Wellcome
Trust Investment Limited Partnership (Loan A and Loan B) and
Wellcome Trust (Loan (new bond)). The principal under Loan A and
Loan B is repayable on demand by the Company and the principal
under Loan (new bond) is repayable on agreement between the Company
and Wellcome Trust, but the Loans are expected to be outstanding
for 28 years (Loan A and Loan B) and 12 years (Loan (new bond)).
Each Loan has a fixed redemption value equal to the principal
amount and a fixed interest rate.
9. CREDITORS
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
Accruals and deferred
income 15,400 14,873
Amounts due to Group undertakings - 1
Gift Aid due to the
Wellcome Trust 534,546 519,405
Bond liabilities 9,212,500 9,212,500
Total creditors: amounts falling due
within one year 9,762,446 9,746,779
--------------------------------------- ------------- -------------
Falling due between one - -
and five years
--------------------------------------- ------------- -------------
Bond liabilities 810,912,184 810,417,139
Falling due after
five years 810,912,184 810,417,139
--------------------------------------- ------------- -------------
Total creditors: amounts falling due
after one year 810,912,184 810,417,139
--------------------------------------- ------------- -------------
The Bond liabilities are stated at the amortised cost using the
effective interest method for the GBP550 million 4.625% Guaranteed
Bonds due July 2036 ("GBP550 million Bonds"), issued by the Company
on 25 July 2006, and the GBP275 million 4.750% Guaranteed Bonds due
May 2021 ("GBP275 million Bonds"), issued by the Company on 28 May
2009. The Bond liabilities falling due within one year are the
unpaid coupon interest accrued for the year to 30 September 2011
for each Bond. The interest payment to the Bond holders is at a
fixed rate of 4.625% per annum (GBP550 million Bonds) and 4.750%
per annum (GBP275 million Bonds) and is paid in arrears on 25 July
or 28 May respectively each year until repayment of the Bond
principals. No amounts fall due between one and five years because
the remainder of the Bond liabilities at the balance sheet date is
the amortised cost of the amount due to be repaid upon expiry of
the 30-year term on 25 July 2036 (GBP550 million Bonds) or upon the
expiry of the 12-year term on 28 May 2021 (GBP275 million Bonds)
and therefore falls due after five years.
The obligation of the Company on the Bonds is governed by a
Trust Deed dated 25 July 2006 (GBP550 million Bonds) or 28 May 2009
(GBP275 million Bonds) between the Company, The Wellcome Trust
Limited, as trustee of the Wellcome Trust, and Citicorp Trustee
Company Limited, as the trustee for the holders of the Bonds (the
"Trust Deed" and the "new Trust Deed" respectively). The payment of
all amounts due in respect of the Bonds is unconditionally and
irrevocably guaranteed pursuant to the terms of a guarantee given
by The Wellcome Trust Limited, as trustee of the Wellcome Trust;
the guarantee is part of the Trust Deed and the new Trust Deed.
10. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
Year ended Year ended
30 September 30 September
2011 2010
GBP GBP
As at 1 October 137,500,000 137,500,000
As at 30 September 137,500,000 137,500,000
--------------------- ------------------------------ ------------------------------
11. SHARE CAPITAL
Year ended Year ended
30 September 30 September
2011 2010
Number GBP GBP
Authorised ordinary shares
of GBP1 each 137,500,000 137,500,000 137,500,000
--------------------------------- ------------ ------------- -------------
Issued and fully paid ordinary
shares of GBP1 each 137,500,000 137,500,000 137,500,000
--------------------------------- ------------ ------------- -------------
12. RELATED PARTY TRANSACTIONS
The Company, a wholly owned subsidiary undertaking of the
Wellcome Trust, has taken the exemption available from the related
party disclosure requirements of FRS 8 "Related Party Disclosures",
because the Financial Statements of the parent company are
available to the public (note 15).
13. FINANCIAL INSTRUMENTS
The Company's financial instruments comprise the loans to Group
undertakings and the liability arising from the issue of the Bonds.
The Company's loans are non-derivative financial assets with fixed
payments which are not available for sale. The Bond liability is a
non-derivative financial liability with a fixed redemption value,
fixed interest rate and fixed maturity date. The Company has not
undertaken any trading in financial instruments during the
year.
The financial instruments issued by, or held by, the Company are
Sterling denominated and carry no foreign exchange risk.
The financial instruments issued by, or held by, the Company are
at fixed interest rates and therefore do not have any related
interest rate risk.
The key risks relating to the financial instruments held by the
Company are the credit risk and liquidity risk of the
counterparties Wellcome Trust Investment Limited Partnershipand the
Wellcome Trust in relation to the loans to Group undertakings.
These risks are in respect of the Wellcome Trust Investment Limited
Partnership's and Wellcome Trust's ability to meet the interest and
principal payments as they fall due. The total value exposed to
credit risk as at 30 September 2011 is GBP958.1 million (2010:
GBP957.6 million), which comprises the value of the loans to Group
undertakings, amounts due from Group undertakings, accrued interest
on loans and cash at bank and in hand.
The following tables detail the maturity of the Company's
undiscounted contractual payments as at 30 September:
Contractual payments falling due within one year
Year ended Year ended
30 September 2011 30 September 2010
Three months Between Total Three months Between Total
or less three months or less three months
and one and one
year year
GBP GBP GBP GBP GBP GBP
--------------- ------------- -------------- ----------- ------------- -------------- -----------
Accruals
and
deferred
income 15,400 - 15,400 14,873 - 14,873
Amounts
due
to Group
undertakings - - - 1 - 1
Gift Aid
due to
the Wellcome
Trust - 534,546 534,546 - 519,405 519,405
Bond
liabilities* - 38,500,000 38,500,000 - 38,500,000 38,500,000
Contractual
payments
falling
due within
one year 15,400 39,034,546 39,049,946 14,874 39,019,405 39,034,279
--------------- ------------- -------------- ----------- ------------- -------------- -----------
Contractual payments falling due after one year
Year ended Year ended
30 September 2011 30 September 2010
Between After five Total Between After five Total
two and years two and years
five years five years
GBP GBP GBP GBP GBP GBP
--------------- ------------ -------------- -------------- ------------ -------------- --------------
Bond
liabilities* 154,000,000 1,399,062,500 1,553,062,500 154,000,000 1,437,562,500 1,591,562,500
Contractual
payments
falling
due after
one year 154,000,000 1,399,062,500 1,553,062,500 154,000,000 1,437,562,500 1,591,562,500
--------------- ------------ -------------- -------------- ------------ -------------- --------------
* as restated to include the contractual interest payable on the
bonds
Gift Aid payments are made under a Deed of Covenant dated 11
September 2008 which can be terminated by the Company at any
time.
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The following table is a comparison of fair values and book
values of all financial assets and liabilities as at the end of the
year:
Fair value Book value
Year ended Year ended
30 September 30 September
2011 2011
GBP GBP
Financial
assets
Loans to Group undertakings 1,006,971,370 947,080,095
Amounts due from Group undertakings 1,541,131 1,541,131
Accrued interest 9,387,671 9,387,671
Cash at bank and in
hand 124,197 124,197
Financial
liabilities
Accrued interest on
Bond liabilities (9,212,500) (9,212,500)
Bond liabilities (876,609,250) (810,912,184)
The fair value of the Bond liabilities as at 30 September 2011
was GBP876.6 million (2010: GBP850.3 million) and is based on the
market value of the Bonds at that date. The fair value of the loans
to Group undertakings as at 30 September 2011 was GBP1,007.0
million (2010: GBP976.6 million); this is calculated using a
valuation model for which the key input is the market value of the
Bonds, instruments that are substantially the same as the loans in
term, interest rate and magnitude. The book value of cash at bank
and in hand represents its fair value.
14. COMMITMENTS
The Company has no outstanding commitments at 30 September
2011.
15. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY
The Company's shares are held by The Wellcome Trust Limited, as
trustee of the Wellcome Trust. The Company is a wholly owned
subsidiary undertaking of the Wellcome Trust for accounting
purposes, and its assets, liabilities and results have been
consolidated with those of the Wellcome Trust as required by FRS 2
"Accounting for Subsidiary Undertakings".
The ultimate parent undertaking and controlling party is the
Wellcome Trust, which is the parent undertaking of the smallest and
largest group to consolidate these Financial Statements.
Copies of the Wellcome Trust Annual Report and Financial
Statements 2011 are available from the Trust's website
(www.wellcome.ac.uk) or, without charge, from:
Publishing Department
Wellcome Trust
FREEPOST
RLYJ-UJHU-EKHJ
Slough
SL3 0EN
Wellcome Trust Finance plc
Administrative Details
for the year ended 30 September 2011
Directors
Mr Simon Jeffreys
Mr Nicholas Moakes
Mr Peter Pereira Gray
Mr Daniel Truell
Company Secretary
Mr John Stewart
Audit Committee
Mr Roderick Kent
Mr Philip Johnson
Baroness Manningham-Buller
Tim Clark (Appointed 13 December 2011)
Registered Company Number
5857955
Registered Office
215 Euston Road
London
NW1 2BE
Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
Bankers
HSBC Bank plc
31 Holborn Circus
Holborn
London
EC1N 2HR
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR URUNRARAUUAA
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