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Name | Symbol | Market | Type |
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Citi Fun 24 | LSE:AB70 | London | Medium Term Loan |
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BW20030708002069 20030709T063810Z UTC ( BW)(RMAC-2001-NSP2)(AB70) Annual report & accounts Business Editors UK REGULATORY NEWS LONDON--(BUSINESS WIRE)--July 9, 2003-- RMAC 2001-NSP2 PLC Annual Report For the year to 31 December 2002 Registered No: 4221187 Pages Directors and Advisers 1 Directors' Report 2 - 3 Auditors' Report 4 Profit and Loss Account 5 Balance Sheet 6 Notes to the Accounts 7-13 Directors and Advisers Directors Colin Bradley SFM Directors Limited SFM Directors (No.2) Limited Auditors PricewaterhouseCoopers LLP Southwark Towers 32 London Bridge Street London SE1 9SY Secretary and Registered Office Karen Edmonds Eastern Gate Brants Bridge Bracknell Berkshire RG12 9BZ Directors' Report For the year ended 31 December 2002. The Directors present their report together with the audited accounts for the year ended 31 December 2002. Business objectives and principal activities The company was incorporated on 22 May 2001, and started trading on 2 October 2001. The principal activity of the company has been the investment in mortgage loans secured by first charges over residential properties within the United Kingdom. The directors expect that the present level of activity will be sustained in the near future. Directors The Directors who served during the year were as follows:- Colin Bradley SFM Directors Limited SFM Directors (No.2) Limited No Director had any interest in the share capital of the company nor any group company at any time during the year. Secretaries Tammy Hamzehpour (Resigned 8 April 2002) Karen Edmonds Results and dividend As the company made neither profit nor loss in the period after taxation, no dividend is proposed. Statement of Directors' responsibilities Company law requires the Directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit and loss of the company for that period. In preparing those accounts, the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts; * prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the accounts comply with the Companies Act 1985. 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. Auditors Following the conversion of the company's auditors PricewaterhouseCoopers to a Limited Liability Partnership (LLP) from the 1 January 2003, PricewaterhouseCoopers have written to the company stating their intention to resign effective 2 June 2003. The directors have agreed to appoint PricewaterhouseCoopers LLP to fill a casual vacancy, and a resolution to appoint its successor, PricewaterhouseCoopers LLP, as auditors to the company will be proposed at the Annual General Meeting. On behalf of the Board Colin Bradley Director 2 June 2003 Independent auditors' report to the members of RMAC 2001-NSP2 PLC We have audited the financial statements which comprise the profit and loss account, balance sheet and the related notes, which have been prepared under the historical cost convention and the accounting policies set out in Note 1. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statements of directors' responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Standards issued by the Auditing Practices Board. This report, including our opinion has been prepared for and only for the Company's members in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions is not disclosed. We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. The other information comprises only the directors' report. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs at 31 December 2002 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985. PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors Southwark Towers 32 London Bridge Street, SE1 9SY 2 June 2003 PROFIT AND LOSS ACCOUNT For the year ended 31 December 2002 12 months 3 months ended ended 31 December 31 December Note 2002 2001 £ £ Turnover 2 6,506,578 4,292,663 Administration expenses (7,639,142) (5,414,533) Interest receivable 1,132,564 1,121,870 ------------------------------------------------------------ -------------------------- -------------------- Profit on ordinary activities before tax 5 - - Taxation on profit on ordinary activities 6 - - ------------------------------------------------------------- -------------------------- -------------------- Profit on ordinary activities after taxation 13 - - ============================================================================================================== The company had no acquisitions or discontinued operations, and accordingly the above profit and loss account is in respect of continuing operations. The company has no recognised gains and losses other than those included in the profits above, and therefore no separate statement of total recognised gains and losses has been presented. There is no difference between the profit on ordinary activities before taxation and the retained profit for the period, and their historical cost equivalents. BALANCE SHEET as at 31 December 2002 Note 2002 2001 £ £ Fixed assets: Mortgage loans 7 668,549,625 822,735,744 --------------------- ------------------ Total fixed assets 668,549,625 822,735,744 Current assets: Debtors: amounts falling due within one year 8 238,427 234,899 Cash at bank and in hand 20,357,388 12,480,414 --------------------- ------------------ Total current assets 20,595,815 12,715,313 Creditors: amounts falling due within one year 9 (7,665,157) (3,345,716) ------------------- ------------------ Net current assets 12,930,658 9,369,597 --------------------- ------------------ Total assets less current liabilities 681,480,283 832,105,341 Creditors: amounts falling due after more than one year 9 (681,467,781) (832,092,839) --------------------- ------------------ Net Assets 12,502 12,502 --------------------- ------------------ Capital and reserves: Called up share capital 12 12,502 12,502 Profit and loss account 13 - - --------------------- ------------------ Total shareholders' funds 14 12,502 12,502 --------------------- ------------------ The accounts on pages 5 to 13 were approved by the Board of Directors on 2 June 2003 and were signed on its behalf by: Colin Bradley Director NOTES TO THE ACCOUNTS for the year to 31 December 2002 1 ACCOUNTING POLICIES The accounts have been prepared in accordance with applicable Accounting Standards in the United Kingdom. A summary of the more important accounting policies which have been applied consistently is set out below. ACCOUNTING CONVENTION The accounts are prepared in accordance with the historical cost convention. TURNOVER In the opinion of the directors, disclosure of turnover is most closely represented for the company as being comprised of interest receivable net of discounts and funding costs, commission receivable and income from asset disposals. These changes represent an adaptation of the profit and loss account format laid down in Schedule 4 to the Companies Act 1985 due to the special nature of the company's business. CASH FLOW STATEMENT AND RELATED PARTY DISCLOSURE The company is a wholly owned subsidiary of RMAC Holdings Limited, incorporated in England & Wales, whose accounts are publicly available. Consequently, the company has taken advantage of the exemption from preparing a cash flow statement under the terms of Financial Reporting Standard 1 (Revised 1996). The company is exempt under the terms of Financial Reporting Standard 8 from disclosing related party transactions (but not balances) with entities that are part of the RMAC Holdings Limited Group or investees of the RMAC Holdings Limited Group. MORTGAGE LOANS Mortgage loans are stated at cost less provision for dimunition in value. The mortgage loans are subject to a credit insurance wrap which establishes a maximum possible loss on the portfolio. MORTGAGE BACKED LOAN NOTES AND SECURITISATION COSTS Mortgage backed loan notes are stated at aggregate principal amount payable at redemption (net of underwriting costs). Underwriting costs and the initial costs of credit insuring the mortgages on which the notes are secured are amortised over the expected period until the C Notes are repaid (unsecured notes issued to raise cash for the securitisation). This is estimated to be 42 months. All other securitisation costs are taken to the profit & loss account at the date of securitisation. DEFERRED CONSIDERATION Under the terms of the agreement for the purchase of the mortgage loans, the company has a liability to deferred consideration. This has been shown as a liability in the accounts, which will be ultimately satisfied by payments of cash in accordance with the administration agreement. 2 TURNOVER 12 months ended 3 months ended 31 December 31 December 2002 2001 £ £ Mortgage interest receivable 44,430,320 15,236,766 Servicing income 1,632,348 331,294 ------------------------------------------------------------------------------------------------- Interest receivable on mortgage loans and servicing income 46,062,668 15,568,060 Interest payable on loans repayable after five years Mortgage backed loan notes (39,556,090) (11,275,397) ------------------------------------------------------------------------------------------------- 6,506,578 4,292,663 ------------------------------------------------------------------------------------------------------ 3 DIRECTORS' EMOLUMENTS 12 months ended 3 months ended 31 December 31 December 2002 2001 £ £ Sums paid to a third party for directors' services 8,225 4,378 ------------------------------------------------------------------------------------------------------ 4 EMPLOYEE INFORMATION There were no persons directly employed by the company during the year ended 31 December 2002 (2001:Nil). ------------------------------------------------------------------------------------------------------ 5 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 12 months ended 3 months ended 31 December 31 December 2002 2001 £ £ This is stated after charging: Auditors' remuneration: audit fees 8,636 8,636 Auditors' remuneration: non audit fees - 11,750 Trustee fees 6,609 2,937 Administration fees paid for servicing loans 1,325,456 266,401 Provision for losses 288,465 - ------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------ 6 TAXATION ON PROFIT ON ORDINARY ACTIVITIES 12 months ended 3 months ended 31 December 31 December (a) Analysis of tax charge for the period: 2002 2001 £ £ United Kingdom Corporation Tax charge for current year - - ---------------------------------------------------------------------------------------------- - - (b) Factors affecting current tax charge for the year: Profit before tax - - Tax on profit at 30% - - ------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------ 7 MORTGAGE LOANS 2002 2001 £ £ Cost and net book value At 1 January / Incorporation 822,735,744 - Acquisitions - 837,664,649 Further advances 12,258,020 492,375 Other movements (1,978,879) (3,114,502) Redemptions (157,862,268) (11,057,751) Amortisation of premium on acquisition (6,314,527) (1,249,027) Loss provision (288,465) - --------------------------------- At 31 December 668,549,625 822,735,744 ================================= ------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------ 8 DEBTORS 2002 2001 £ £ Amounts falling due within one year Interest receivable 31,229 22,399 Other debtors 2,060 2,060 Prepayments 205,138 210,440 ---------------------------------- 238,427 234,899 ================================== ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- 9 CREDITORS 2002 2001 £ £ Amounts falling due within one year Other creditors 7,622,008 2,752,962 Accruals 43,149 592,754 ---------------------------------- 7,665,157 3,345,716 ================================== Amounts falling due after more than one year Mortgage backed loan notes (note 10) 681,466,882 830,186,986 Other creditors 899 1,905,853 ---------------------------------- 681,467,781 832,092,839 ================================== ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- 10 MORTGAGE BACKED LOAN NOTES The mortgage backed loan notes are secured over a portfolio of mortgage loans. The senior notes are secured by the same security as the junior notes but rank in priority to the junior notes in the event of security being enforced. 2002 2001 £ £ A1 Notes 43,758,232 188,676,321 A2 Notes 229,500,000 229,500,000 A3 Notes 315,000,000 315,000,000 A4 Notes (including detachable coupon) 88,849,223 93,914,722 C Notes 4,359,427 3,095,943 ---------------------------------- Outstanding principal at 31 December 681,466,882 830,186,986 ================================== Maturity of Borrowings If not otherwise redeemed or purchased and cancelled, the mortgage backed loan notes will be redeemed at their principal outstanding balance on the interest payment date in December 2033. Prior to mandatory redemption on the final payment date, the rated notes will be subject to mandatory and/or optional redemption in certain circumstances. Such mandatory redemption in part will be primarily caused by scheduled principal payments by the borrowers and principal prepayments. Optional redemption may take place when the aggregate principal amount outstanding of the rated notes is less than 10 per cent. of the initial aggregate principal amount outstanding of the rated notes when the company may redeem all (but not some only) of the rated notes at their rated notes principal amount outstanding. The interest on the notes will accrue on a day by day basis and be payable quarterly in arrears at the following rates above the London Interbank Offered Rate for quarterly sterling deposits: A1 Notes LIBOR + 0.15% A2 Notes LIBOR + 0.25% A3 Notes LIBOR + 0.30% A4 Notes LIBOR + 0.34% A4 detachable coupons 7% (until March 2004) C Notes LIBOR + 3.50% ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- 11 FINANCIAL RISKS AND INSTRUMENTS Credit risk The company's major asset is a portfolio of mortgage loans which is administered by a third party. These are subject to regular reviews for credit problems to ensure credit risks are identified on a timely basis and losses are minimised. Liquidity risk The company's policy is to manage liquidity risk through its use of its start up loan and excess spread and a reserve fund. As the length of the loan notes is designed to match the length of the mortgages, there is deemed to be no further liquidity risks facing the company. Interest rate risk Assets and liabilities subject to floating rates are deemed to have limited interest rate risk. The interest rate on floating rate mortgages being mitigated by the company's floating rate note liabilities. Those assets subject to a fixed rate of interest have a short fixed period before converting to floating rates. It is not considered necessary to hedge these assets against interest rate risk, any mismatch being covered by the reserve fund created within the funding structure. Currency risk The company's assets and liabilities are denominated in sterling and so the company is not exposed to gains or losses arising from currency fluctuations. Hedging It is the company's policy to directly manage the liquidity, interest rate and currency risks via primary financial instruments as described above to hedge its position and not to make use of derivative financial instruments. As permitted by FRS 13, the company has opted to exclude short term debtors and creditors from this disclosure. 2002 2001 Floating rate Fixed rate Floating rate Fixed rate not more than not more than three months three months £ £ £ £ Assets Mortgage loans 376,677,045 291,872,580 397,489,213 425,246,531 Cash at bank and in hand 20,357,388 - 12,480,414 - -------------------------------------------------------------------- 397,034,433 291,872,580 409,969,627 425,246,531 ==================================================================== Liabilities -------------------------------------------------------------------- Mortgage backed loan notes 681,466,882 - 830,186,986 - ==================================================================== 2002 2001 Weighted average interest rate of fixed interest rate loans 5.19% 5.73% Weighted average fixed interest rate period remaining on fixed interest rate loans 6.6 months 15.6 months ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ 12 CALLED UP SHARE CAPITAL 2002 2001 £ £ Authorised 50,000 ordinary shares of £1 each (2001:50,000 shares) 50,000 50,000 ---------------------------------- Allotted, called up and fully paid 2 ordinary share of £1 each (2001:2 shares) 2 2 Allotted, called up and 25% paid 49,998 ordinary shares of £1 each (2001:49,998 shares) 12,500 12,500 ---------------------------------- 12,502 12,502 ================================== ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 13 PROFIT AND LOSS ACCOUNT 2002 2001 £ £ At 1 January / Incorporation - - Profit for the year / period - - ------------------------------------------------------------------------------------------------------- At 31 December - - ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 14 RECONCILIATION OF MOVEMENTS ON SHAREHOLDERS' FUNDS 2002 2001 £ £ Shareholders' funds on incorporation 2 2 Share capital issued 12,500 12,500 Profit for the financial year / period - - ------------------------------------------------------------------------------------------------------- Shareholders' funds at 31 December 12,502 12,502 ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 15 CAPITAL COMMITMENTS There were no outstanding capital commitments as at 31 December 2002 (2001:Nil). ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 16 RELATED PARTY TRANSACTIONS The directors regard SFM Corporate Services Limited as the ultimate controlling party. The company is a wholly owned subsidiary of RMAC Holdings Limited, a company registered in England. Therefore the company has applied the exemption within Financial Reporting Standard 8 which permits the non-disclosure of transactions and balances with related parties which are included in the consolidated financial statements of RMAC Holdings Limited. In 2001, the company acquired mortgages for £837,664,649 in 2001 from GMAC-RFC Limited, of which Mr Colin Bradley is a director. The company has incurred £1,325,456 (2001:£266,401) due to GMAC-RFC Limited for administering the company's mortgage loans and owes £3,797,267 (2001:£1,904,953) of deferred consideration. In 2001 the company issued £7,600,000 of C Notes to GMAC RFC Limited. The company paid interest on the C Notes of £164,141 to GMAC RFC Limited (2001:nil). The company owes GMAC-RFC Limited £12,997,609 at 31 December 2002 (2001:£9,776,320). ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ 17 IMMEDIATE AND ULTIMATE PARENT UNDERTAKING The immediate and ultimate parent company is RMAC Holdings Limited which is incorporated in England and Wales. Copies of RMAC Holdings Limited accounts may be obtained from the Secretary at its registered office. ------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------ Short Name: RMAC 2001-NSP2 PLC Category Code: ACS Sequence Number: 00006760 Time of Receipt (offset from UTC): 20030708T153005+0100 --30--DB/ny CONTACT: RMAC 2001-NSP2 PLC KEYWORD: UNITED KINGDOM INTERNATIONAL EUROPE INDUSTRY KEYWORD: BANKING SOURCE: RMAC 2001-NSP2 PLC Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: http://www.businesswire.com
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