TIDMMCAP
RNS Number : 4243L
Retail Charity Bonds PLC
27 April 2015
Retail Charity Bonds plc
Unaudited Condensed Financial Statements
for the 6 months ended 28 February 2015
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Registered number: 8940313
Date of incorporation: 14(th) March, 2014
Retail Charity Bonds plc
Contents of the Condensed Financial Statements
for the 6 months ended 28 February 2015
Contents
Page
Reference and Administrative Details 3
Interim Management Report 4
Profit and Loss Account 5
Balance Sheet 6
Cash Flow Statement 7
Notes to the Financial Statements 8
Retail Charity Bonds plc
Reference and Administrative Details
for the 6 months ended 28 February 2015
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
Interim Management Report
for the 6 months ended 28 February 2015
Company summary
Retail Charity Bonds plc (the "Company") is a special purpose
vehicle established for the purpose of issuing bonds and lending
the proceeds to UK charities. It will not engage in any other
business activity.
Business review
The company was incorporated on 14th March 2014.
On 29 July 2014 the Company issued GBP11,000,000 4.375% Bonds
due 2021, secured on a loan to Golden Lane Housing Ltd ("GLH") (a
wholly owned subsidiary of the Royal Mencap Society).
Since the balance sheet date, the Company has closed an offer of
4.40% Bonds due 2025 secured on a loan to Hightown Praetorian &
Churches Housing Association Limited. The total principal amount of
the Bonds to be issued on 30 April 2015 is GBP27,000,000.
Principal risks and uncertainties
The Company is reliant on the interest paid on its loans to fund
the interest owing to bondholders. In each case Bondholder recourse
is however limited to the Company's rights under the relevant loan
agreement, meaning that bondholders do not have recourse to any
general assets of the Company.
The Company may issue further bonds on the same basis in the
next six months.
Since the Company has no employees, it relies entirely on Allia
Bond Services Limited (the "Servicer") to provide management and
administrative services. Any disruptions in the servicing
arrangements could have an adverse effect on the Company. This risk
is considered to be low.
Responsibility statements
We confirm that to the best of our knowledge:
-- the condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company as required by
DTR 4.2.4 R;
-- the interim management report includes a fair review of the
information required by DTR 4.2.7 R, being an indication of
important events that have occurred during the period to 28
February 2015, and their impact on the condensed set of financial
statements; and a description of the principal risks and
uncertainties for the remaining six months of the company's first
accounting period.
_____________________________
J Tattersall
Director
27 April 2015
Retail Charity Bonds plc
Profit and Loss Account
for the 6 months ended 28 February 2015
6 months Period
ended ended 31
28 February August
2015 2014
Notes GBP'000 GBP'000
Turnover 9 6
Interest receivable and
similar income 3 249 41
Interest payable and similar
charges 4 (249) (41)
Other income - 31
Administrative expenditure (9) (36)
Profit before taxation - 1
Tax 5 - -
PROFIT FOR THE PERIOD - 1
============= ==========
The period from incorporation on 14 March 2014 was 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 8 to 13 form part of these financial
statements.
Retail Charity Bonds plc
Balance Sheet
as at 28 February 2015
Notes As at As at
28 February 31 August
2015 GBP'000 2014 GBP'000
Debtors: amounts due
after more than one
year
Loans receivable 6 10,880 10,872
Current assets
Debtors 7 121 121
Cash at bank and in
hand 74 65
------ ------
195 186
Creditors
Amounts falling due
within one year 8 (144) (135)
------ ------
Net current assets 51 51
-------------- --------------
Total assets less current
liabilities 10,931 10,923
Creditors
Amounts falling due
after one year 9 (10,880) (10,872)
-------------- --------------
Net assets 51 51
============== ==============
Capital and reserves
Share Capital 10 50 50
Profit and loss account 11 1 1
-------------- --------------
Shareholder's funds 12 51 51
============== ==============
The financial statements were approved by the Directors on 27
April 2015 and were signed on their behalf by:
.......................................
JOHN TATTERSALL - CHAIRMAN
The notes on pages 8 to 13 form part of these financial
statements.
Retail Charity Bonds plc
Cash Flow Statement
for the 6 months ended 28 February 2015
6 months Period
ended 28 ended 31
February August
2015 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)
Interest received 241 -
Interest paid (241) -
Increase in debtors - (71)
Increase in creditors 9 72
Net cash inflow from operations 9 65
========== ===========
Increase in cash 9 65
Cash brought forward 65 -
---------- -----------
Net cash resources at period end 74 65
========== ===========
Retail Charity Bonds plc
Notes to the Financial Statements
for the 6 months ended 28 February 2015
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
6 months Period
ended 28 ended
February 31 August
2015 2014
GBP'000 GBP'000
Interest receivable on loan to Golden
Lane Housing 249 41
========== ===========
4. INTEREST PAYABLE AND SIMILAR CHARGES
6 months Period
ended 28 ended 31
February August
2015 2014
GBP'000 GBP'000
Interest payable to bond holders 249 41
========== ==========
5. TAX ON PROFIT OR ORDINARY ACTIVITIES
Analysis of tax charge in the period 6 months Period
ended 28 ended 31
February August
2015 2014
GBP'000 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%.
6 months Period
ended 28 ended 31
February August
2015 2014
GBP'000 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
At 28 February At 31
2015 August
2014
GBP'000 GBP'000
Loan to Golden Lane Housing 10,880 10,872
--------------- --------
10,880 10,872
=============== ========
The loan to Golden Lane Housing is unsecured (see note 9 for
further details).
7. DEBTORS
At 28 February At 31
2015 August
2104
GBP'000 GBP'000
Other debtors 31 31
Amounts owing from related companies 50 50
Accrued interest on Golden Lane Housing
loan 40 40
--------------- --------
121 121
=============== ========
8. CREDITORS:AMOUNTS FALLING DUE WITHIN ONE YEAR
At 28 February At 31
2015 August
2014
GBP'000 GBP'000
Trade creditors 6 6
Other creditors 35 26
Interest on bond to fund Golden Lane
Housing loan 40 40
Accruals 63 63
--------------- --------
144 135
=============== ========
9. CREDITORS:AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
At 28 February At 31
2015 August
2014
GBP'000 GBP'000
Bond to fund Golden Lane Housing loan 10,880 10,872
--------------- --------
10,880 10,872
=============== ========
On 29 July, 2014 the Company issued an 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; based on
these proceeds the gross yield of the Bonds to their redemption on
the Expected Maturity Date 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:
At 28 February At 31 August
2015 2014
GBP'000 GBP'000
Due in more than five years 10,880 10,872
--------------- -------------
10,880 10,872
=============== =============
10. SHARE CAPITAL
At 28 February At 31 August
2015 2014
GBP'000 GBP'000
Authorised issued share capital 50 50
=============== =============
Allotted, called up, but not paid 13 13
=============== =============
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, there is one issued ordinary share, 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
6 months Period
ended 28 ended 31
February August
2015 2014
GBP'000 GBP'000
Brought forward 1 -
Profit for the period - 1
---------- ----------
Carried forward 1 1
========== ==========
12. MOVEMENT IN SHAREHOLDER'S FUNDS
6 months Period
ended 28 ended
February 31 August
2015 2014
GBP'000 GBP'000
Shares issued during the period - 50
Profit for the period - 1
---------- -----------
Net additions to shareholder's funds - 51
Opening shareholder's funds 51 -
----------
Closing shareholder's funds 51 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 6 months ended 28 February 2015 the
company was charged GBP8,000 by Allia Bond Services Limited, a
wholly owned subsidiary of Allia Limited. At 28 February 2015, the
company owed Allia Bond Services Limited GBP25,000 and was owed
GBP23,000 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
Since the balance sheet date, the Company has closed an offer of
4.40% Bonds due 2025 secured on a loan to Hightown Praetorian &
Churches Housing Association Limited. The total principal amount of
the Bonds to be issued on 30 April 2015 is GBP27,000,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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