TIDMMCAP
RNS Number : 0810H
Retail Charity Bonds PLC
10 March 2015
Retail Charity Bonds plc
Audited Condensed Financial Statements
for the period ended 31 August 2014
Registered number: 8940313
Date of incorporation: 14(th) March, 2014
Retail Charity Bonds plc
Contents of the Condensed Financial Statements
for the Period Ended 31 August 2014
Contents
Page
Reference and Administrative Details 3
Report of the Independent Auditors 4
Profit and Loss Account 6
Balance Sheet 7
Cash Flow Statement 8
Notes to the Financial Statements 9
Retail Charity Bonds plc
Reference and Administrative Details
for the Period Ended 31 August 2014
DIRECTORS: John Tattersall
Gordon D'Silva
Arvinda Gohil
Tom Hackett
Tim Jones
Geetha Rabindrakumar
Clare Thompson
Philip Wright
SECRETARY: Cargil Management Services
Limited
22 Melton Street
London
NW1 2BW
REGISTERED OFFICE: 27/28 Eastcastle Street
London
W1W 8DH
COMPANY NUMBER: 8940313
AUDITORS: Baker Tilly UK Audit
LLP
25 Farringdon Street
London
EC4A 4AB
PRINCIPAL BANKERS: National Westminster
Bank plc
135 Bishopsgate
London
EC2M 3UR
SOLICITORS Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Retail Charity Bonds plc
Report of the Independent Auditors
for the period ended 31 August 2014
We report on the condensed financial statements of Retail
Charity Bonds plc ("the Company") on pages 6 to 14. The condensed
financial statements have been prepared on the basis of the
accounting policies set out at Note 1 of the condensed financial
statements. This report is required by paragraph 8.2 of Annex VII
of Appendix 3.1.1 of the Prospectus Rules and is given for the
purpose of complying with that paragraph and for no other
purpose.
Responsibilities
The Directors of the Company are responsible for preparing the
condensed financial statements in accordance with UK GAAP.
It is our responsibility to form an opinion on the condensed
financial statements and to report our opinion to you.
Save for any responsibility arising under of Prospectus Rule
5.4.2R(2)(f) to any person as and to the extent there provided, to
the fullest extent permitted by law, we do not accept or assume
responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result
of, arising out of, or in connection with this report or our
statement, required by and given solely for the purposes of
complying with paragraph 9.1 of Annex VII of Appendix 3.1.1 of the
Prospectus Rules, or consenting to its inclusion in the
Prospectus.
Basis of opinion
We conducted our work in accordance with Standards for
Investment Reporting issued by the Financial Reporting Council in
the United Kingdom. Our work included an assessment of evidence
relevant to the amounts and disclosures in the condensed financial
statements. It also included an assessment of significant estimates
and judgments made by those responsible for the preparation of the
condensed financial statements and whether the accounting policies
are appropriate to the entity's circumstances, consistently applied
and adequately disclosed.
We planned and performed our work so as to obtain all the
information and explanations we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance
that the condensed financial statements are free from material
misstatement whether caused by fraud or other irregularity or
error.
Opinion
In our opinion, the condensed financial statements give, for the
purposes of the Prospectus, a true and fair view of the state of
affairs of Retail Charity Bonds plc as at the dates stated and of
its results, cash flows and changes in equity for the periods then
ended in accordance with UK GAAP.
Yours faithfully
BAKER TILLY CORPORATE FINANCE LLP
Regulated by the Institute of Chartered Accountants in England
and Wales
Baker Tilly Corporate Finance LLP is a limited liability
partnership registered in England and Wales, registered no.
OC325347. A list of the names of members is open to inspection at
the registered office 25 Farringdon Street London EC4A 4AB.
Retail Charity Bonds plc
Profit and Loss Account
for the period ended 31 August 2014
Period
ended
31 August
2014
Notes GBP'000
Interest receivable and
similar income 3 41
Interest payable and similar
charges 4 (41)
Other income 31
Administrative expenditure (30)
Profit before taxation 1
Tax 5 -
PROFIT FOR THE PERIOD 1
===========
The period from incorporation on 14 March 2014 to 31 August 2014
represents the first period of trading for the company.
All of the above results are derived from continuing activities.
All gains and losses recognised in the year are included above.
The notes on pages 9 to 14 form part of these financial
statements.
Retail Charity Bonds plc
Balance sheet
as at 31 August 2014
At 31
August
2014
Notes GBP'000
Debtors: amounts due
after more than one
year
Loans receivable 6 10,867
Current assets
Debtors 7 125
Cash at bank and in
hand 65
------
190
Creditors
Amounts falling due
within one year 8 (139)
------
Net current assets 51
----------
Total assets less current
liabilities 10,918
Creditors
Amounts falling due
after one year 9 (10,867)
Net assets 51
==========
Capital and reserves
Share Capital 10 50
Profit and loss account 11 1
----------
Shareholder's funds 12 51
==========
The financial statements were approved by the Directors on 9
March 2015 and were signed on their behalf by:
The notes on pages 9 to 14 form part of these financial
statements.
Retail Charity Bonds plc
Cash Flow Statement
for the period ended 31 August 2014
Period
ended
31 August
2014
GBP'000 GBP'000
Reconciliation of profit
to net cash inflow
Profit before tax 1
Receipt of bond proceeds 10,930
Loan advanced to Golden
Lane Housing (10,867)
Increase in debtors (75)
Increase in creditors 76
Net cash inflow from operations 65
===========
Increase in cash 65
Cash brought forward -
-----------
Net cash resources at
31 August 2014 65
===========
Retail Charity Bonds plc
Notes to the Financial Statements
for the period ended 31 August 2014
1. ACCOUNTING POLICIES
The condensed financial statements have been prepared in
accordance with applicable Financial Reporting Standards in the
United Kingdom (UK GAAP).
A summary of the more important accounting policies, which have
been consistently applied, are set out below:
Basis of preparation
The financial statements have been prepared on a going concern
basis and the historical cost convention.
Financial instruments
Financial instruments are classified and accounted for according
to the substance of the contractual arrangement.
Bonds and loans are held at amortised cost using the effective
interest rate method. The discount and issue costs of the bond are
amortised over its life.
Short term borrowings and overdrafts are classified as other
liabilities and are held at cost.
Bond issuing costs
Costs in respect of the issue of new bonds are deducted from
proceeds and amortised to the profit and loss account over the
expected life of the bond.
2. STAFF COSTS
The company employs no staff. All staff are provided by Allia
Bond Services Limited.
None of the directors had any interest in the company and none
received remuneration for their services.
3. INTEREST RECEIVABLE AND SIMILAR INCOME
Period
ended
31 August
2014
GBP'000
Interest receivable on loan to
Golden Lane Housing 41
===========
4. INTEREST PAYABLE AND SIMILAR CHARGES
Period
ended
31 August
2014
GBP'000
Interest payable to bond holders 41
===========
5. TAX ON PROFIT OR ORDINARY ACTIVITIES
Analysis of tax charge in period Period
ended
31 August
2014
GBP'000
Current tax on income for the
period -
Deferred tax -
-----------
Tax on profit on ordinary activities -
===========
The tax assessed for the period is equal to the standard rate of
corporation tax in the UK at 23%.
Period
ended
31 August
2014
GBP'000
Profit for the period before taxation 1
UK corporation tax at 23% -
-----------
Current tax charge for the year -
===========
6. DEBTORS: AMOUNTS DUE AFTER MORE THAN ONE YEAR
As at
31 August
2014
GBP'000
Loan to Golden Lane Housing 10,867
10,867
===========
The loan to Golden Lane Housing is unsecured (see note 9 for
further details).
7. DEBTORS
As at
31 August
2014
GBP'000
Other debtors 31
Amounts owing from related companies 50
Accrued interest on Golden Lane
Housing loan 44
125
===========
8. CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR
As at
31 August
2014
GBP'000
Trade creditors 6
Other creditors 26
Interest on bond to fund Golden
Lane Housing loan 44
Accruals 63
-----------
139
===========
9. CREDITORS:AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
As at
31 August
2014
GBP'000
Bond to fund Golden Lane Housing
loan 10,867
10,867
===========
On 29 July, 2014 the Company successfully issued a GBP11 million
bond at a coupon of 4.375% with repayment due in full on 29 July
2021. The funds received after bond issue costs were GBP10,867,000
which equates to a fixed interest rate of 4.575%.
The costs of issuing the bond were GBP133,000 leaving a net
balance of GBP10,867,000 which was lent to Golden Lane Housing
Limited (the "Charity"), an independent charity established in 1998
by Mencap.
The bond issue costs are amortised over the term of the bond
using the effective interest rate method. The Charity is liable to
the Company for both the bond coupon and the amortisation cost of
the bond issue cost, under an agreement between the companies.
The Company's rights to receive payments under the loan from the
Charity and certain related rights under the issue documents for
the Bonds (the "Charged Assets") are charged as security for the
benefit of the investors in the Bonds. This means that if the
Charity fails to make payments of interest or repayments of
principal under the loan agreement and this results in the
occurrence of an event of default under the terms and conditions of
the Bonds, the Trustee (acting on the instructions of the
Bondholders) may enforce the terms of the Loan against the
Charity.
The bond prospectus stipulates that the obligations of the
Company to pay amounts due on the Bond are limited to the Charged
Assets. Therefore, the risk of default by the Charity is fully
borne by the investors in the Bonds.
The borrowings are due as follows:
As at
31 August
2014
GBP'000
Due in more than five years 10,867
-----------
10,867
===========
10. SHARE CAPITAL
As at
31 August
2014
GBP'000
Authorised issued share capital 50
Allotted, called up, but not paid 13
-----------
During the period 50,000 GBP1 Ordinary shares were issued at
par. GBP12,500 of the issued share capital is allotted, called up,
but not paid. The remaining GBP37,500 is allotted, but not called
up or paid.
In addition, one ordinary share was issued, which is designated
as a "Special Share". In respect of any resolution proposed in
relation to any alteration in the articles of association of the
Company, the holder of the Special Share is entitled to cast such
number of votes as is necessary to defeat the resolution and, in
the event that the holder of the Special Share has not voted in
respect of any such resolution, such resolution will be deemed not
to have been passed. The holder of the Special Share shall not be
entitled to vote in relation to any matter other than a proposed
alteration in the articles of association of the Company.
11. PROFIT AND LOSS ACCOUNT
GBP'000
As at 14 March 2014 (incorporation) -
Profit for the period 1
As at 31 August 2014 1
========
12. MOVEMENT IN SHAREHOLDER'S FUNDS
GBP'000
Shares issued during the period 50
Profit for the period 1
--------
Net additions to shareholder's
funds 51
Opening shareholder's funds -
Closing shareholder's funds 51
========
13. RELATED PARTIES
Philip Wright, a director of Retail Charity Bonds plc, is also a
director of Allia Limited. Timothy Jones, a director of Retail
Charity Bonds plc, is also Company Secretary and Chief Executive of
Allia Limited. During the period to 31 August, 2014 the company
received income of GBP31,000 from Allia Bond Services Limited, a
wholly owned subsidiary of Allia Limited. At 31 August, 2014, the
company owed Allia Bond Services Limited GBP25,000 and was owed
GBP31,000 from Allia Bond Services Limited.
In addition, Allia Limited holds the GBP1 Special Share
described in note 10.
14. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY
The ultimate parent undertaking and controlling party is RC Bond
Holdings Limited, which is a company limited by guarantee
(registered company number 8936422). The results of the company are
not consolidated in the accounts of any other company.
15. POST BALANCE SHEET EVENTS
There were no significant post balance sheet events requiring
disclosure in these financial statements.
Click on, or paste the following link into your web browser, to
view the Signed 1st Quarter Results:
http://www.rns-pdf.londonstockexchange.com/rns/0810H_-2015-3-10.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
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