TIDM75TW
RNS Number : 9519K
Annington Funding PLC
02 September 2019
Annington Funding plc today announces its financial results for
the period ended 31 March 2019.
A copy is available within this announcement or from Annington's
website. To view the document on the website, please paste the
following URL into the address bar of your browser:
https://www.annington.co.uk/investor-relations/announcements
For further information please contact:
Andrew Chadd
Chief Financial Officer
T: 020 7960 7500
ANNINGTON FUNDING PLC
Annual Report and Financial Statements
For the period ended 31 March 2019
STRATEGIC REPORT
The principal activity of Annington Funding plc ("the Company")
during the year was the financing of the Annington Limited group
("the Group") via an intercompany loan to Annington Homes Limited
("AHL").
BUSINESS REVIEW
The company is in its second year of operations since
incorporation on 11 May 2017. In July 2017 the Company issued
c.GBP3.0 billion of corporate, unsecured bonds, in both euros and
pound sterling. In addition, a term loan totalling GBP400 million
was drawn down. The Company then entered into an agreement to lend
GBP3.4 billion to AHL, which in turn provides this funding to the
rest of the Group.
The Company recovers its costs through interest received on the
intercompany loan, at an interest rate that is mutually agreed. It
also charges an administration fee for its services.
The Company's result for the year after taxation is a profit of
GBP0.01 million (2018: GBP3.5 million) and had net assets of GBP4.7
million at 31 March 2019 (2018: GBP4.0 million). The directors
consider these measures as key indicators of the Company's
performance.
Principal risks and uncertainties
The areas of potential risks and uncertainty which face the
business are mainly related to its financial risks (credit risk,
liquidity risk, currency risk and interest rate risk). For details
of financial instruments, their related risks and the policies and
actions put in place to manage them, please refer to note 14 to the
financial statements.
The Company also has a number of covenants that need to be
complied with under the terms of the debt issued. These are
discussed in more detail in note 11 to the financial statements, as
well as note 2, under "Going concern".
FUTURE DEVELOPMENTS
The economic impact of Britain exiting the European Union is
still subject to a high degree of uncertainty. The Company has on
issue fixed interest bonds and has hedged its exposure to currency
fluctuations on its foreign currency bonds, leading to highly
predictable future cash flows on the listed debt. These factors
serve to mitigate any risks arising from Brexit.
Future developments and other factors not under the control of
the Company may impact the ongoing operations of the business,
however, the directors expect the business to continue, for the
foreseeable future, in a manner consistent with its historical
operations.
Approved by the Board of Directors
and signed on behalf of the Board
A P Chadd
Director
27 August 2019
REGISTERED OFFICE
1 James Street
London, United Kingdom
W1U 1DR
DIRECTORS' REPORT
The directors present their annual report and the audited
financial statements for the year ended 31 March 2019.
Directors
The directors who served throughout the year and to the date of
this report were:
J C Hopkins
N P Vaughan
A P Chadd
Audit Committee
The function of the Audit Committee of the Company is carried
out by the Audit Committee of the Annington Limited Group. The
Audit Committee includes at least two independent, non-executive
directors and two non-executive director appointed by Terra Firma
Capital Partners Limited.
Dividends
No dividends have been paid or proposed during the year.
Going concern
After making enquiries the directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the
financial statements.
Further details regarding the adoption of the going concern
basis are to be found in Note 2 to the financial statements.
Financial instruments and risk management policies
Financial instruments and risk management policies are addressed
in Note 14.
Internal control and risk management systems over financial
reporting
The Company has put in place systems and controls to ensure that
data integrity is maintained throughout the financial reporting
process. These include data access controls and backups and reviews
of financial data and reports by suitably qualified
individuals.
Strategic report
The areas of potential risks and uncertainty which face the
business, details of its financing and its future outlook are
addressed in the Strategic Report. An indication of likely future
developments in the business and development activities are
included in the Strategic Report.
Directors' indemnities
Qualifying third party indemnity provisions are in place for all
directors of the Company for the current and preceding year.
Auditor
Each of the persons who is a director at the date of approval of
this annual report confirms that:
-- so far as the director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the director has taken all the steps that he ought to have
taken as a director to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies Act
2006.
KPMG LLP were appointed as auditor and have expressed their
willingness to continue in office as auditor. Arrangements have
been put in place for them to be reappointed as auditor in the
absence of an Annual General Meeting.
Approved by the Board of Directors and signed on behalf of the
Board
A P Chadd
Director
27 August 2019
REGISTERED OFFICE
1 James Street
London, United Kingdom
W1U 1DR
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 elected to prepare the Company financial statements in
accordance with International Financial Reporting Standards
("IFRSs") as adopted by the European Union. 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 year.
In preparing these financial statements, International
Accounting Standard 1 requires that directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
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 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.
INDEPENT AUDITOR'S REPORT TO THE MEMBER OF ANNINGTON FUNDING
PLC
Our opinion is unmodified
We have audited the financial statements of Annington Funding
Plc ("the Company") for the year ended 31 March 2019 which comprise
the Income statement, Statement of comprehensive income, Balance
sheet, Statement of changes in equity, Cash flow statement and the
related notes, including the accounting policies in note 2.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Company's affairs as at 31 March 2019 and of its
profit for the year then ended;
-- the financial statements have been properly prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union;
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
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
board of directors.
We were appointed as auditor by the directors on 10 July 2018.
The period of total uninterrupted engagement is for the two
financial years ended 31 March 2019. 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.
Key audit matter: our assessment of risks of material
misstatement
The key audit matters are the matters that, in our professional
judgment, 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 2018) in arriving at our
audit opinion above, together with our key audit procedures to
address these matters and, as required for public interest
entities, our results from those procedures. These matters were
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
Accounting and Valuation Accounting application Our procedures included:
of derivative financial The Company has a -Accounting analysis:
instruments EUR600 million bond With the assistance
Refer to pages 21-22 maturing in 2024. of an internal treasury
for accounting policy To ensure the euro specialist, we assessed
and disclosure. liability cash flows whether the classification
are fully hedged into and accounting of
sterling for the life the cash flow hedges
of the bond, the Company was appropriate by
holds cross currency comparing the Company's
swaps. hedging documentation
The swaps are designated against applicable
as a cash flow hedge accounting standards'
with changes in fair requirements and assessing
value dealt with in whether the changes
other comprehensive in fair value are
income. appropriately classified
Subjective valuation within other comprehensive
The swaps are held income.
as a liability in -Test of detail: We
the balance sheet agreed the carrying
at their fair value value of derivatives
of GBP4.6 million. to valuations obtained
The swaps have been from counter-party
externally valued. valuer.
The valuations of - Independent reperformance:
the swaps includes In addition, we engaged
assumptions of future our internal specialists
cash flows and discount who performed independent
rates. valuations of the
The accounting for swaps using independent
derivative financial market data.
instruments is not Our results
at a high risk of -We consider derivatives
significant misstatement to be accounted for
or subject to significant and valued appropriately.
judgement. However,
this is considered
to be the area that
had the greatest effect
on our overall audit.
--------------------------- ------------------------------
Our application of materiality and an overview of the scope of
our audit
Materiality for the Company financial statements as a whole was
set at GBP33.8million (2018: GBP34.0million), determined with
reference to a benchmark of total assets, of which it represents
1%.
In addition, we applied materiality of GBP3.0million to Finance
income and Finance costs for which we believe misstatements of a
lesser amounts than materiality for the financial statements as a
whole could be reasonably expected to influence the Company's
member's assessment of the financial performance of the
Company.
We agreed with the Directors that we would report to them
misstatements identified during our audit above GBP1.7million
(2018: GBP1.7million) or GBP150,000 for misstatements impacting
Finance income or Finance costs, as well as misstatements below
those amounts that, in our view, warranted reporting for
qualitative reasons.
Our audit of the Company was undertaken to the materiality
levels specified above and was all performed at the Company's head
office in London.
We have nothing to report on going concern
The Directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the Company
or to cease its operations, and as they have concluded that the
Company's financial position means that this is realistic. They
have also concluded that there are no material uncertainties that
could have cast significant doubt over its ability to continue as a
going concern for at least a year from the date of approval of the
financial statements ("the going concern period").
Our responsibility is to conclude on the appropriateness of the
Directors' conclusions and, had there been a material uncertainty
related to going concern, to make reference to that in this audit
report. However, as we cannot predict all future events or
conditions and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time they
were made, the absence of reference to a material uncertainty in
this auditor's report is not a guarantee that the Company will
continue in operation.
In our evaluation of the Directors' conclusions, we considered
the inherent risks to the Company's business model and analysed how
those risks might affect the Company's financial resources or
ability to continue operations over the going concern period. The
risk that we considered most likely to adversely affect the
Company's available financial resources over this period was
compliance with the financial covenants included in the Company's
borrowings.
As this was a risk that could potentially cast significant doubt
on the Company's ability to continue as a going concern, we
considered sensitivities over covenant compliance indicated by the
Company's financial forecasts taking account of reasonably possible
(but not unrealistic) adverse effects that could arise from this
risk such as falls in the valuation of real estate held by, or
rental income generated by, the group headed by Annington
Limited.
Based on this work, 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 a year from the date of approval of the financial
statements.
We have nothing to report in these respects, and we did not
identify going concern as a key audit matter.
We have nothing to report on the other information in the Annual
Report
The directors are responsible for the other information
presented in the Annual Report together with the financial
statements. 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.
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.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 4,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern.
The Directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error 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 (UK) 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 general commercial and sector experience, and
through discussion with the directors and other management (as
required by auditing standards) and discussed with the directors
and other management the policies and procedures regarding
compliance with laws and regulations. We communicated identified
laws and regulations throughout our team and remained alert to any
indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the
financial statements varies considerably.
The company is subject to laws and regulations that directly
affect the financial statements including financial reporting
legislation (including related companies legislation),
distributable profits legislation and taxation legislation and we
assessed the extent of compliance with these laws and regulations
as part of our procedures on the related financial statement
items.
Whilst the company is subject to many other laws and
regulations, we did not identify any others where the consequences
of non-compliance alone could have a material effect on amounts or
disclosures in the financial statements.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-compliance
with laws and regulations (irregularities) is from the events and
transactions reflected in the financial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it. In addition, as with any audit, there remained a
higher risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. We are
not responsible for preventing non-compliance and cannot be
expected to detect non-compliance with all laws and
regulations.
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 of 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.
Richard Long (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London,
E14 5GL
27 August 2019
2019 For the period
GBP'000 from 11 May
2017 to 31
INCOME STATEMENT March 2018
For the year ended 31 March 2019 Note GBP'000
Finance income 6 110,712 86,738
Finance costs 6 (110,702) (83,264)
Profit before taxation 10 3,474
Taxation 7 - -
Profit for the year/period after taxation 10 3,474
Profit attributable to shareholder 10 3,474
The accompanying Notes (1 to 18) should be read in conjunction
with these financial statements.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2019
2019 For the
GBP'000 period from
11 May 2017
to 31 March
2018
Note GBP'000
Profit for the year/period 10 3,474
Items that may subsequently be recycled
through the income statement
Cash flow hedge:
Fair value (losses)/gains on cash flow
hedge 13 (8,206) 3,559
Reclassification of fair value gains/(losses)
included in profit and loss 6 8,834 (3,060)
Total other comprehensive income 628 499
Total comprehensive income for the year/period 638 3,973
Total comprehensive income attributable
to shareholder 638 3,973
The accompanying Notes (1 to 18) should be read in conjunction
with these financial statements.
BALANCE SHEET
At 31 March 2019
2019 2018
Note GBP'000 GBP'000
Non-current assets
Receivables 8 3,380,570 3,373,360
Derivative financial instruments 13 - 3,559
3,380,570 3,376,919
Current assets
Receivables 8 26,194 26,020
Cash and cash equivalents 9 113 6,014
26,307 32,034
Total assets 3,406,877 3,408,953
Current liabilities
Payables 10 (26,492) (27,431)
Net current (liabilities)/assets (185) 4,603
Total assets less current
liabilities 3,380,385 3,381,522
Non-current liabilities
Derivative financial instruments 13 (4,647) -
Loans and borrowings 11 (3,371,077) (3,377,499)
Total liabilities (3,402,216) (3,404,930)
Net assets 4,661 4,023
Capital and reserves
Share capital 12 50 50
Hedging reserve 1,127 499
Retained earnings 3,484 3,474
Total equity 4,661 4,023
The accompanying Notes (1 to 18) should be read in conjunction
with these financial statements. The annual financial statements of
Annington Funding plc, registered number 10765119, were authorised
for issue on 27 August 2019.
Signed on behalf of the Board of Directors
A P Chadd
Director
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2019
Hedging Retained
Share capital reserve earnings Total equity
GBP'000 GBP'000 GBP'000 GBP'000
At 11 May 2017 - - - -
Share issue 50 - - 50
Profit for the period - - 3,474 3,474
Other comprehensive income for
the period - 499 - 499
Balance at 31 March 2018 50 499 3,474 4,023
Profit for the year - - 10 10
Other comprehensive income for
the year - 628 - 628
Balance at 31 March 2019 50 1,127 3,484 4,661
The accompanying Notes (1 to 18) should be read in conjunction
with these financial statements.
CASH FLOW STATEMENT
For the year ended 31 March 2019
Note For the period from 11 May 2017 to 31 March
2019 2018
GBP'000 GBP'000
Cash utilised in operations 15 (15) -
Interest received from group undertakings 103,518 54,028
Interest paid (108,000) (61,811)
Net cash outflow from operating activities (4,497) (7,783)
Investing activities
Loans to group undertakings (280) (3,363,566)
Net cash outflow from investing activities (280) (3,363,566)
Financing activities
Issue of ordinary shares 12 - 50
Proceeds from borrowings 11 - 3,401,260
Debt issuance costs 11 - (25,071)
Loans repaid to group undertakings (1,124) -
Loans from group undertakings - 1,124
Net cash (outflow)/inflow from financing
activities (1,124) 3,377,363
Net (decrease)/increase in cash and cash
equivalents (5,901) 6,014
Cash and cash equivalents at the beginning of
the year/period 6,014 -
Cash and cash equivalents at the end of the
year/period 9 113 6,014
The accompanying Notes (1 to 18) should be read in conjunction
with these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2019
1. CORPORATE INFORMATION
Annington Funding plc ("the Company") is a company incorporated
on 11 May 2017 in the United Kingdom under the Companies Act
2006.
The Company is a private company limited by shares and is
registered in England and Wales. The address of its registered
office is 1 James Street, London W1U 1DR. Information on the
Company's ultimate parent is presented in Note 18.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with
the International Financial Reporting Standards ("IFRS") and
interpretations as adopted by the European Union. They have been
prepared in accordance with the Companies Act 2006.
The comparative information presented is for the period 11 May
2017 (date of incorporation) to 31 March 2018.
The financial statements are presented in pound sterling, which
is the functional currency of the Company. All values are rounded
to the nearest thousand (GBP'000), except where otherwise
indicated. They have been prepared on the historical cost basis,
except for derivative financial instruments that are measured at
fair value at the end of each reporting period, as explained in the
accounting policy below. Historical cost is generally based on the
fair value of the consideration given in exchange for goods and
services.
Going concern
The Company's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Strategic Report and the Directors' Report,
which describe the financial position of the Company; its
objectives, policies and process for managing its capital; its
financial risk management objectives and details of its financial
instruments.
During financial year ending 31 March 2018 the Company issued
five tranches totalling c.GBP3.0 billion of corporate, unsecured
bonds and drew down a term loan totalling GBP400 million, also
unsecured. A GBP300 million five-year revolving credit facility has
also been made available to the Company, which has never been drawn
against.
Critical to the Company's future as a going concern is the
ability to service and repay this debt. For the foreseeable future,
at least until the maturity of the term loan in 2022, the Company
only needs to pay the interest on the debt. The debt has a number
of covenants to comply with, on a Group basis, under both the bonds
and loan facility. The covenants attaching to the debt are:
Covenant Test Limit for Bonds Limit for Loans
Limitation on Total debt / <65% <65%
Debt Total assets
-------------------- ----------------- -----------------
Limitation on Secured debt <40% <40%
Secured Debt / Total assets
-------------------- ----------------- -----------------
Interest Cover EBITDA / Interest 1.0x (dividend 1.15x (dividend
Ratio lockup at 1.3x) lockup at 1.3x)
-------------------- ----------------- -----------------
Unencumbered Unencumbered >125% >125%
Assets assets / Unsecured
debt
-------------------- ----------------- -----------------
The Company receives income on its loan from Annington Homes
Limited, which is sufficient to meet the Company's debt obligations
and the covenants as set out above. Additionally, this income is
guaranteed by Annington Limited and Annington Property Limited. The
Annington Limited group's forecasts do not indicate any of the
above covenants will be breached in the foreseeable future.
Further, the Group's forecasts do indicate that sufficient cash
flow will be generated to cover payments of interest on its debt
and generate significant additional free cash flows to allow for
reinvestment or potential dividends to shareholders. Further, were
this not possible, the undrawn revolving credit facility provides
additional liquidity to the Group to allow for its continued
operation for the foreseeable future.
After making enquiries, the directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
adopt the going concern basis in preparing the Annual Report and
financial statements.
Significant judgements and key estimates
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that may affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and other
factors that are considered relevant. Actual results may differ
from these estimates.
Cross currency swap valuations
The Company uses derivative financial instruments to hedge its
exposure to foreign currency movements. The cross currency swaps
are carried in the balance sheet at fair value with changes to fair
value being included in the income statement, unless the derivate
is designated and effective as a hedging instrument. See Note
13.
The derivative financial instruments are not actively traded and
the fair value of these derivative contracts are based on
assumptions and information derived from directly observable
markets.
Changes in assumptions and observable market information could
materially affect the computed fair value of the derivatives. This
change may affect the profit or loss in the income statement and/or
the gain or loss in other comprehensive income.
Details of the derivative financial instruments are set out in
Note 13 to the financial statements.
3. NEW STANDARDS, INTERPRETATIONS AND AMMMENTS
New Standards, interpretations and amendments effective from 1
April 2018
The Company elected to early adopt IFRS 9 Financial Instruments
(as revised in July 2014) for the year ended 31 March 2018,
therefore, there are no transition adjustments in the current year
in relation to this standard.
The Company has adopted all other accounting standards,
interpretations and amendments, which have become effective for the
year ended 31 March 2019, none of which have a material impact on
the Company.
Standards issued not yet effective
There are no new standards or interpretations that have been
issued, but not yet effective, that are expected to have a material
impact on the Company in the current or future reporting periods,
nor on foreseeable future transactions.
4. OPERATING PROFIT
The auditor's remuneration was GBP32,500 (2018: GBP35,000) for
the audit of the Company's annual financial statements. No other
services were provided by the auditor to the Company.
5. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
The Company had no employees of its own during the year (2018:
none). The directors of the Company are also directors of other
Annington Limited group companies and were remunerated on a
group-wide basis. The disclosures for director emoluments for the
group can be found in the Annington Limited financial statements.
The allocation of their emoluments to the Company, in both the
current year and prior period, are considered immaterial.
6. FINANCE INCOME AND COSTS
ACCOUNTING POLICY
Interest income is recognised over time, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset's net carrying amount on initial
recognition.
Finance costs, including any transaction costs, are charged to
the income statement using the effective interest rate method.
From 11 May
2017 to 31
2019 March 2018
GBP'000 GBP'000
Finance income
Interest receivable on intercompany balances 110,712 86,738
Total finance income 110,712 86,738
Finance costs
Interest payable on unsecured fixed rate
bonds 97,811 70,284
Amortisation of issue costs 2,414 1,715
Interest payable on term loan 9,193 5,440
Foreign exchange gains on financing (8,836) (405)
Transfer from equity for cash flow hedge 8,834 (3,060)
Debt issue costs - 8,490
Other finance expenses 1,286 800
Total finance costs 110,702 83,264
7. TAXATION
ACCOUNTING POLICY
Current tax is recognised in the income statement and is
measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute
the amount are those that are enacted, or substantively enacted at
the balance sheet date in the countries where the Company operates
and generates taxable income. Taxable profit differs from profit
before tax as reported in the income statement because it excludes
some items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable or
deductible.
2019 From 11 May
GBP'000 2017 to 31
March 2018
GBP'000
Current tax
United Kingdom corporation tax at 19% (2018: - -
19%)
Taxation for the year/period - -
The standard rate of current tax for the year, based on the UK
standard rate of corporation tax is 19% (2018: 19%). The charge for
the year can be reconciled to profit before tax as follows:
2019 From 11 May
GBP'000 2017 to 31
March 2018
GBP'000
Profit before tax 10 3,474
Tax charge at the standard rate (2) (660)
Factors affecting the current tax for the year/period:
Group relief claimed 2 660
Taxation for the year/period - -
From 1 April 2017, the headline rate of corporation tax was 19%.
The corporation tax rate will be reduced to 17% from 1 April
2020.
8. RECEIVABLES
ACCOUNTING POLICY
Receivables are initially recognised at fair value. If the
receivables fall within a "held to collect" business model and its
contractual terms give rise to cash flows that are solely payments
of principal and interest on that principal, they are subsequently
measured at amortised cost using the effective interest method,
less any impairment.
2019 2018
GBP'000 GBP'000
Amounts falling due within one year
Amounts owed by group undertakings 23,180 22,916
Interest receivable on swaps 2,999 3,104
Prepayments 15 -
26,194 26,020
Amounts falling due after more than one
year
Amounts owed by group undertakings 3,380,570 3,373,360
3,380,570 3,373,360
Amounts due to the Company by group undertakings include:
Unsecured, interest-bearing and no fixed date
of repayment 3,403,750 3,396,276
The recoverable amount of loans receivable from related parties
are reviewed annually by reference to the lender's balance sheet
and expected future activities, with a provision recorded to the
extent the loan is not considered recoverable. Interest is charged
on the loan at a rate of 3.3070% (2018: 3.5966%). Unpaid interest
balances are accrued within amounts owed by group undertakings;
balances expected to be received in the next 12 months are shown
separately. There are no balances past due and no impairment has
been deemed necessary.
The carrying value of receivables approximates fair value.
9. CASH AND CASH EQUIVALENTS
ACCOUNTING POLICY
Cash and cash equivalents comprise cash at bank. Cash and cash
equivalents are limited to instruments with a maturity of less than
three months.
2019 2018
GBP'000 GBP'000
Cash at bank 113 6,014
10. PAYABLES
ACCOUNTING POLICY
Payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2019 2018
GBP'000 GBP'000
Amounts falling due within one year
Amounts due to group undertakings - 1,124
Accrued interest 26,178 26,020
Other accruals 314 287
26,492 27,431
The carrying value of payables approximates fair value.
Intercompany loans are disclosed in more detail under the
related party Note 17. Balances due to Group undertakings are
classified as current as there is no set repayment date.
11. LOANS AND BORROWINGS
ACCOUNTING POLICY
Loans and borrowings are initially recognised at fair value less
the transaction costs directly attributable to their issue. After
initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the effective
interest rate method, such that discounts and costs are charged to
the income statement over the term of the borrowing at a constant
return on the carrying amount of the liability. The debt is
classified as current and non-current based on the contractual
payments required within 12 months of the balance sheet date.
2019 2018
GBP'000 GBP'000
Amounts falling due between one and five
years
Unsecured term loan 396,904 396,009
Amounts falling due after five years
Unsecured bonds 2,974,173 2,981,490
Total loans and borrowings 3,371,077 3,377,499
During the 2018 financial year the Group completed a refinancing
involving an injection of new capital into the Group, the issuance
of new debt instruments and the early redemption of all the
existing debt within the Group.
The Company was established to obtain new funding and provide
funding to the rest of the Group. The Company issued five tranches
totalling c.GBP3.0 billion of corporate, unsecured bonds under a
Euro Medium Term Note ("EMTN") programme and drew down a term loan
totalling GBP400 million, also unsecured, with overall borrowing
costs significantly lower than the legacy financing structures.
Arranged as part of the refinancing, a GBP300 million five-year
revolving credit facility, which is currently undrawn, is available
to the Company.
The Company had issued the bonds in the following denominations,
maturities and fixed interest rates:
Currency Sterling (GBP) Euro (EUR)
Principal Amount 625m 600m 625m 625m 600m
---------- ---------- ---------- ---------- -----------
Final Maturity 12-Jul-25 12-Jul-29 12-Jul-34 12-Jul-47 12-Jul-24
---------- ---------- ---------- ---------- -----------
Coupon 2.646% 3.184% 3.685% 3.935% 1.650%
---------- ---------- ---------- ---------- -----------
Cross currency swaps are in place for the EUR600 million bond,
converting the nominal balance to GBP526.26 million. These swaps
also mitigate volatility of foreign currency movements in future
interest and capital repayments. The function of these swaps
increases the effective interest rate of the Euro Tranche debt to
2.764%, fixed for the life of the bond.
The debt has a number of covenants to comply with under both the
bonds and loan facility and are calculated based on the results and
financial position of the wider Annington group. The covenants
attaching to the debt are:
Covenant Test Limit for Bonds Limit for Loans
Limitation on Total debt / <65% <65%
Debt total assets
-------------------- ----------------- -----------------
Limitation on Secured debt <40% <40%
Secured Debt / total assets
-------------------- ----------------- -----------------
Interest Cover EBITDA / interest 1.0x (dividend 1.15x (dividend
Ratio lockup at 1.3x) lockup at 1.3x)
-------------------- ----------------- -----------------
Unencumbered Unencumbered >125% >125%
Assets assets / unsecured
debt
-------------------- ----------------- -----------------
The Company's forecasts do not indicate any of these covenants
will be breached in the foreseeable future.
Reconciliation of movement
Amortisation Foreign
of debt Exchange Issued/
31 March issue Revaluation Drawn/ 31 March
2019 costs adjustment (repaid) 2018
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fixed Rate EUR Bonds
2024 514,528 447 (8,836) - 522,917
Fixed Rate GBP Bonds
2025 621,459 510 - - 620,949
Fixed Rate GBP Bonds
2029 596,358 294 - - 596,064
Fixed Rate GBP Bonds
2034 621,009 190 - - 620,819
Fixed Rate GBP Bonds
2047 620,819 78 - - 620,741
Term Loan 2022 396,904 895 - - 396,009
3,371,077 2,414 (8,836) - 3,377,499
12. SHARE CAPITAL
2019 2018
GBP'000 GBP'000
Allotted, called up and fully paid
50,000 ordinary shares of GBP1 each 50 50
Upon incorporation, 50,000 ordinary shares of GBP1 each were
allotted.
13. DERIVATIVE FINANCIAL INSTRUMENTS
ACCOUNTING POLICY
The Company uses derivative financial instruments to reduce
exposure to foreign exchange rate risk. The Company does not hold
or issue derivative financial instruments for speculative
purposes.
Derivatives are initially recognised at fair value at the date a
derivative contract is entered into and are subsequently remeasured
to their fair value at each balance sheet date. Changes in the fair
value are recognised in profit or loss immediately unless the
derivative is designated and effective as a hedging instrument, in
which event the timing of the recognition in profit or loss depends
on the nature of the hedge relationship.
Hedge accounting
Hedges of foreign currency exchange risk on firm commitments are
accounted for as cash flow hedges. The relationship between the
hedging instrument and the hedged item, along with its risk
management objective and its strategy for undertaking hedge
transactions is documented at the inception of the hedge
relationship.
Additionally, on an ongoing basis, the Company documents whether
the hedging instrument is highly effective in offsetting changes in
fair values or cash flows of the hedged item attributed to the
hedged risk, which is when the hedging relationships meet all of
the following hedge effectiveness requirements:
-- there is an economic relationship between the hedged item and the hedging instrument;
-- the effect of credit risk does not dominate the value changes
that result from that economic relationship; and
-- the hedge ratio of the hedging relationship is the same as
that resulting from the quantity of the hedged item that the
Company actually hedges and the quantity of the hedging instrument
that the entity actually uses to hedge that quantity of hedged
item.
Cash flow hedges
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income ("OCI") and accumulated in
the cash flow hedge reserve. The gain or loss relating to the
ineffective portion is recognised immediately in profit or loss,
and is included in the 'other gains and losses' line item.
Amounts previously recognised in OCI and accumulated in equity
are reclassified to profit or loss in the year when the hedged item
is recognised in profit or loss, in the same line of the income
statement as the recognised hedged item.
The Group discontinues hedge accounting only when the hedging
relationship ceases to meet the qualifying criteria.
2019 2018
GBP'000 GBP'000
Financial asset measured at fair value
through OCI
Cross currency swaps that are in designated
hedge accounting relationships - 3,559
Financial liability measured at fair value
through OCI
Cross currency swaps that are in designated
hedge accounting relationships 4,647 -
Reconciliation of movements
Revaluation
2019 adjustment 2018
GBP'000 GBP'000 GBP'000
Cross currency swap (liability)/asset (4,647) (8,206) 3,559
Total derivative financial
instruments (4,647) (8,206) 3,559
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
ACCOUNTING POLICY
Financial assets and financial liabilities are recognised when
the Company becomes party to the contractual provisions of the
instrument. Financial assets and financial liabilities are
initially measured at fair value and net of directly attributable
transaction costs as appropriate.
Financial assets
Impairment of financial assets
The Company recognises a loss allowance for expected credit
losses on financial assets that are measured at amortised cost. The
loss allowance is measured at an amount equal to the lifetime
expected credit losses.
Financial liabilities
The Company's financial liabilities include trade and other
payables, loans and borrowings and derivative financial
instruments.
The Company has the following financial instruments:
2019 2018
Note GBP'000 GBP'000
Financial assets
Cash and receivables:
Receivables 8 3,406,749 3,399,380
Cash and cash equivalents 9 113 6,014
Assets measured at fair value through
OCI:
Cross currency swaps 13 - 3,559
Total financial assets 3,406,862 3,408,953
Financial liabilities
Liabilities measured at amortised
cost:
Payables 10 26,492 27,431
Loans and borrowings 11 3,371,077 3,377,499
Liabilities measured at fair value
through OCI:
Cross currency swaps 13 4,647 -
Total financial liabilities 3,402,216 3,404,930
Exposure to credit, liquidity, and interest rate risks arise in
the normal course of the Company's business activities. Derivative
financial instruments are in place to manage exposure to
fluctuations in exchange rates but are not employed for speculative
purposes.
Credit Risk
The Company's principal financial assets are cash and cash
equivalents and trade and other receivables.
The Company's exposure to credit risk is assessed as low as this
is primarily attributed to its trade and other receivables, which
consists principally of an intercompany loan to AHL. AHL indirectly
holds a portfolio of c.40,000 homes, the majority of which form
part of the Retained Estate. These are homes that were originally
acquired from the Ministry of Defence of the United Kingdom ("MoD")
via 999-year leases and subsequently leased back to them on a 200
year under lease. The rent is paid in advance and the MoD does not
have a history of payment default.
The Company also holds cross currency swaps with Barclays Bank
plc, JP Morgan Securities plc, Goldman Sachs Bank USA and Banco
Santander SA (London Branch). The swap with Banco Santander SA was
novated by Santander UK plc on 14 May 2018. The Company's exposure
to counter party credit risk with respect to these derivatives is
assessed as low, as each of the counterparties holds at least an
upper medium grade rating.
The carrying amount of financial assets recorded in the
financial statements represents the Company's maximum exposure to
credit risk.
Debt Management
The Company's borrowings are through the issue of various
classes of unsecured corporate bonds as well as an unsecured term
loan.
There is a GBP300 million five year revolving borrowing facility
in place to ensure that there is no default in the repayment of the
borrowing and interest to the bondholders. This facility to date
has never been called upon.
Capital Risk Management
The capital is managed at a Group level to ensure that entities
in the Group are able to continue as going concerns while
maximising the return to stakeholders through the optimisation of
the debt and equity balance.
The capital structure of the Company consists of debt and
equity. Net debt includes loans and borrowings (Note 11) and cash,
cash equivalents, and equity comprises equity attributable to
equity holders of the Company, being issued share capital, reserves
and retained earnings (Note 12).
The debt has a number of covenants to comply with under both the
bonds and loan facility. Refer to Note 11 for the covenants
attaching to the debt.
Currency risk
In July 2017, the Company issued a 7 year unsecured euro bond of
EUR600 million expiring July 2024. To hedge against fluctuations in
the Euro to Pound Sterling exchange rate, the Company entered into
a cross currency swap of EUR600 million, converting the nominal
balance to GBP526.26 million. These swaps mitigate the volatility
of foreign currency movements in future interest and capital
payments. The function of this swap increases the effective
interest rate of Euro Tranche debt to 2.764%. The hedge is in line
with the Group Treasury Policy whereby the Company should look to
put in place hedges covering 50-100% of the FX risk arising from
foreign currency debt, to the extent that foreign currency debt
exceeds GBP50m in aggregate.
Currency risk sensitivity analysis
The impact of a hypothetical strengthening/weakening of pound
sterling against the Euro for both derivatives and non-derivatives,
with all other variables constant, would have increased/(decreased)
equity and pro t by the amounts shown below:
Strengthening 10% Weakening 10%
------------------------------------- -------------------------------------
Gains/(Losses) Gains/(losses) Gains/(Losses) Gains/(losses)
in consolidated included in consolidated included
income statement in equity income statement in equity
(GBP'000) (GBP'000) (GBP'000) (GBP'000)
------------------- ---------------- ------------------- ----------------
2019 - (5,525) - 5,644
2018 (3,465) (1,967) (3,465) 10,104
Interest rate risk management
Annington Funding plc has a relatively low interest rate risk as
the majority of the Company's borrowings are at fixed interest
rates. The term loan is the only instrument that has a floating
interest rate of LIBOR + 1.5%. The term loan is for a value of
GBP400 million maturing in 2022.
Interest Rate sensitivity analysis
The sensitivity analysis below has been determined based on the
exposure to interest rates for both derivatives and non-derivative
instruments at the balance sheet date. The impact of a hypothetical
increase/decrease in interest rates with all other variables
constant, would have increased/(decreased) equity and pro t by the
amounts shown below:
50 bps increase 50 bps decrease
------------------------------------- -------------------------------------
Gains/(Loss) Gains/(losses) Gains/(Loss) Gains/(losses)
in consolidated included in consolidated included
income statement in equity income statement in equity
(GBP'000) (GBP'000) (GBP'000) (GBP'000)
------------------- ---------------- ------------------- ----------------
2019 (872) - 947 -
2018 (2,445) - 2,062 -
Cash Management and Liquidity
Cash levels are monitored at a group level to ensure sufficient
resources are available to meet the individual entities and Group's
current and projected operational commitments. Annington Funding
plc provides funding to Annington Homes Limited which in turn
provides intercompany loans at fixed interest rates to other
entities in the Group.
The company holds a GBP300 million liquidity facility that was
undrawn as at 31 March 2019.
Liquidity risk and financial maturity analysis
In respect of the net non-derivative financial liabilities, the
following table has been drawn up based on the undiscounted cash
flows of financial liabilities based on the earliest date on which
the Group can be required to pay or receive monies. The table
includes both interest and principal cash flows.
2019
Total Less than One to More than
GBP'000 one year five years five years
GBP'000 GBP'000 GBP'000
Non-derivative financial liabilities
Trade and other payables 26,491 26,491 - -
Loans and borrowings 4,842,892 101,444 791,239 3,950,209
Total non-derivative financial
liabilities 4,869,383 127,935 791,239 3,950,209
Net payments for derivative financial
instruments
Cross currency swaps 37,989 6,013 24,053 7,923
Total derivative financial instruments 37,989 6,013 24,053 7,923
2018
Total Less than One to More than
GBP'000 one year five years five years
GBP'000 GBP'000 GBP'000
Non-derivative financial liabilities
Trade and other payables 27,431 27,431 - -
Loans and borrowings 4,947,106 100,037 795,935 4,051,134
Total non-derivative financial
liabilities 4,974,537 127,468 795,935 4,051,134
Net payments for derivative financial
instruments
Cross currency swaps 25,176 4,644 18,576 1,956
Total derivative financial instruments 25,176 4,644 18,576 1,956
Fair values
The fair values of the Company's borrowings, interest rate swaps
and offsetting swaps are determined by a Level 2 valuation
technique.
This fair value measurement hierarchy level is specified in
accordance with IFRS 13 'Fair Value Measurement'. The levels are
defined below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
2019
Par value Balance
of debt sheet value Fair value
GBP'000 GBP'000 GBP'000
Level 2
Non-derivative financial liabilities
Unsecured bonds 3,001,260 2,974,173 3,029,517
Unsecured term loan 400,000 396,904 400,000
3,401,260 3,371,077 3,429,517
Derivative financial liabilities
Cross currency swaps - 4,647 4,647
3,401,260 3,375,724 3,434,164
2018
Par value Balance
of debt sheet value Fair value
GBP'000 GBP'000 GBP'000
Level 2
Non-derivative financial liabilities
Unsecured bonds 3,001,260 2,981,489 3,020,152
Unsecured term loan 400,000 396,010 400,000
3,401,260 3,377,499 3,420,152
Derivative financial assets
Cross currency swaps - (3,559) (3,559)
3,401,260 3,373,940 3,416,593
Unsecured bonds
The volume of market trades of the Company's bonds is not
considered sufficient to be an active market. Therefore, listed
bonds have been fair valued by a third party valuer using a spread
to a reference gilt curve. The reference gilt curve is based upon
observable market data. The spread is determined with reference to
comparable sector bond pricing. This represents a Level 2 fair
value measurement. Further details, including covenant information
is included in Note 11.
Cross currency swaps
The fair value of derivative financial instruments is based on
valuations by an independent valuer using the present value of
estimated future cash flows, which are discounted using the
applicable yield curves derived from quoted interest rates as at 31
March 2019.
Unsecured term loan
This loan relates to a GBP400 million term loan ending in July
2022 that is unsecured. Further details, including covenant
information is included in Note 11.
15. NOTES TO CASH FLOW STATEMENT
2019 2018
GBP'000 GBP'000
Profit after taxation 10 3,474
Adjustment for:
Finance costs 110,702 83,264
Finance income (110,712) (86,738)
Movements in working capital:
Increase in receivables (15) -
Cash utilised in operations (15) -
16. ANALYSIS OF CHANGES IN NET DEBT
2019 Cash flow Other 2018
GBP'000 GBP'000 non-cash GBP'000
changes
GBP'000
Cash and cash equivalents 113 (5,901) - 6,014
Debts falling due after more than
one year (3,371,077) - 6,422 (3,377,499)
Net debt (3,370,964) (5,901) 6,422 (3,371,485)
Non-cash changes include amortisation of issue costs relating to
debt issuance and foreign exchange gains and losses on translation
of Euro denominated debt (see note 11).
17. RELATED PARTY DISCLOSURES
During the year, the Company had amounts due to and owed by
group undertakings and recognised finance income related to these
balances under the terms detailed in Note 8 and 10.
The following transactions with related parties where entered
into during the year/period:
2019 2018
GBP'000 GBP'000
Immediate Parent - Finance income
Annington Homes Limited 110,712 86,738
Fellow subsidiaries - Reimbursement
of finance costs
Annington Finance No. 1 plc - 309
Annington Finance No. 4 plc - 11,632
Annington Finance No. 5 plc - 252
- 12,193
110,712 98,931
The following amounts were outstanding at the balance sheet
date:
Amounts owed Amounts owed
by related parties to related parties
2019 2018 2019 2018
GBP'000 GBP'000 GBP'000 GBP'000
Immediate Parent
Annington Homes Limited 3,403,750 3,396,276 - -
Fellow subsidiaries
Annington Rentals (Holdings) Limited - - - 55
Annington Management Limited - - - 1,069
3,403,750 3,396,276 - 1,124
The balance outstanding from Annington Homes Limited relates to
an intercompany loan provided by Annington Funding plc with no set
redemption date and at an interest rate of 3.3070% per annum. An
annual fee of GBP10,000 (2018:GBP10,000) is payable to Annington
Funding plc by Annington Homes Limited for administration
services.
18. ENTITY INFORMATION AND CONTROLLING PARTY
The Company is incorporated in the United Kingdom and the
address of its registered office is 1 James Street, London W1U
1DR.
Annington Homes Limited, a company incorporated in the United
Kingdom, is the immediate parent company.
The directors regard Terra Firma Holdings Limited, a company
registered in Guernsey, as the ultimate parent entity. The ultimate
controlling party is Guy Hands.
Annington Limited is the parent company of the largest and
smallest group of which the Company is a member and for which Group
financial statements are drawn up. The Annual Report and Financial
Statements for Annington Limited are available on request from the
registered office at 1 James Street, London W1U 1DR.
registered office
1 James Street
London, United Kingdom
W1U 1DR
Telephone: 020 7960 7500
www.annington.co.uk
Registered in England and Wales No 10765119
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSMMGGLKZFGLZM
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September 02, 2019 11:18 ET (15:18 GMT)
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