We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Name | Symbol | Market | Type |
---|---|---|---|
Citi Fun 24 | LSE:BN22 | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
BW20030131002287 20030131T182139Z UTC ( BW)(MELROSE-FIN.-NO.1)(BN22) Annual report & accounts Business Editors UK REGULATORY NEWS LONDON--(BUSINESS WIRE)--Jan. 31, 2003-- MELROSE FINANCING No. 1 PLC REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2002 MELROSE FINANCING No.1 PLC REPORT OF THE DIRECTORS Directors I W G McDonald SFM Directors Limited SFM Directors (No.2) Limited The Directors submit their report and the audited accounts of the company for the year ended 31 December 2002 Principal Activities The principal activity of the company has been to issue asset backed floating rate notes and to make loan advances to a fellow subsidiary. Results and review of operations for the period The profit for the year after taxation amounted to £6,684 (10 month period to 31 December 2001: £5,215). The Directors do not recommend the payment of a dividend. Directors and their interests The Directors at the date of this report are stated above. All the Directors served throughout the year. No Director held any beneficial interest in the shares of the company or any other associated company or corporate body. The services of SFM Directors Limited and SFM Directors (No 2) Limited as directors of the company are provided by SFM Corporate Services Limited. SFM Corporate Services holds 12,506 ordinary shares of £1 each in Melrose Holdings Limited, the parent company of Melrose Financing No.1 plc. These shares comprise the entire issued share capital of Melrose Holdings Limited and are held on a discretionary trust basis for charitable purposes. Directors' emoluments in the period are disclosed in the notes to the accounts. Company Secretary The Company Secretary throughout the year was SFM Corporate Services Limited. Auditors KPMG Audit Plc have signified their willingness to continue in office and a resolution for their re-appointment will be proposed at the Annual General Meeting. By Order of the Board, I W G McDonald Director Registered Office 31 January 2003 ----------------- Blackwell House Guildhall Yard LONDON EC2V 5AE PROFIT AND LOSS ACCOUNT For the year ended 31 December 2002 Notes 12 Months to 10 months to ----- ---------------- ---------------- 31 December 31 December 2001 ---------------- ---------------- 2002 £ £ Interest receivable 2 73,104,376 75,379,246 Interest payable 3 (73,097,165) (75,371,796) ------------------ ------------------ ------------------ ------------------ Profit on ordinary activities before taxation 4 7,211 7,450 Taxation 5 (527) (2,235) ------------------ ------------------ ------------------ ------------------ Retained profit for the year 11 6,684 5,215 ================== ================== All gains and losses arising during the year have been recognised in the profit and loss account and derive from continuing activities. The notes on pages 5 to 11 form part of these accounts. BALANCE SHEET As at 31 December 2002 Notes 2002 2001 ----- ---- ---- £ £ - - Current assets: amounts falling due within one year Amounts due from group undertakings 6 11,139,446 10,224,232 Cash at bank 382,238 385,182 ------------------- -------------------- ------------------- -------------------- 11,521,684 10,609,414 Current assets: amounts falling due after more than one year Loan Notes 7 1,510,950,687 1,510,950,687 Creditors: amounts falling due within one year Interest payable (9,250,530) (9,396,973) Amounts due to group undertakings (880) (2,092) Accruals (69,628) (47,991) Corporation Tax (639) (2,235) ------------------- -------------------- ------------------- -------------------- (9,321,677) (9,449,291) Net current assets 2,200,007 1,160,123 ------------------ Total assets less current liabilities 1,513,150,694 1,512,110,810 ------------------------------------- Creditors: amounts falling due after more than one year Asset backed floating rate notes 8 (1,495,452,515) (1,494,419,315) Subordinated Debt 9 (17,673,780) (17,673,780) =================== ==================== Net assets 24,399 17,715 ---------- =================== ==================== =================== ==================== Share capital & reserves Called up share capital 10 12,500 12,500 Profit and loss account 11,899 5,215 ------------------- -------------------- Equity shareholders' funds 11 24,399 17,715 -------------------------- =================== ==================== Approved by the board on 31 January 2003 and signed on its behalf by: ........................................................................Director ........................................................................Director The notes on pages 5 to 11 form part of these accounts. NOTES TO THE ACCOUNTS For the year ended 31 December 2002 1. Accounting policies -------------------- 1.1 The accounts have been prepared under the historical cost convention and in accordance with currently applicable UK accounting standards. 1.2 Interest receivable and payable is accrued on a daily basis. 1.3 In the current year, the company implemented FRS 19 "Deferred Tax". There has been no impact on prior or current years of implementing this standard. 1.4 Cross currency swaps which are used to hedge on-balance sheet assets and liabilities, are accounted for on an accruals basis reflecting the treatment of the underlying items being hedged. Where a hedge transaction is terminated early, any profit or loss is spread over the remaining life of the underlying asset or liability being hedged. 1.5 The company is a 99.996% owned subsidiary of Melrose Holdings Limited and the cash flows of the company are included in the consolidated group cash flow statement of Melrose Holdings Limited. Consequently the company is exempt under the terms of Financial Reporting Standard No.1 (Revised 1996) from publishing a cash flow statement. 1.6 Issue costs in respect of the asset backed floating rate notes have been deferred and are being charged to the profit and loss account over a six year period, being the estimated average life of the asset backed floating rate notes. 1.7 Interest accrued but not paid in the period on the Expenses Loans is capitalised. 2. Interest receivable 12 months to 10 months to 31 December 31 December 2002 2001 ---- ---- £ £ Interest receivable in the period arose from the following sources: Interest on Loan Notes 73,104,368 75,379,184 Interest on cash deposits 8 62 --------------------- --------------------- 73,104,376 75,379,246 ===================== ===================== NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 3. Interest payable 12 months to 10 months to 31 December 31 December 2002 2001 £ £ On Asset Backed Floating Rate Notes: Series 2001-1 Class A1 11,554,563 19,639,826 Class A2 4,263,828 4,493,786 Class B1 301,343 457,403 Class B2 785,342 834,225 Class C1 358,233 483,296 Class C2 636,579 652,089 Class D1 380,321 422,405 Class D2 785,053 750,205 Class D3 1,035,123 977,504 Class E 2,627,118 2,500,188 Series 2001-2 Class A 14,001,808 23,521,344 Class B 839,495 1,253,958 Class C 845,098 1,123,076 Class D1 255,133 278,804 Class D2 782,709 743,192 Class D3 1,352,263 1,270,325 Class E 2,627,118 2,507,590 ----------------- -------------------- ----------------- -------------------- 43,431,127 61,909,216 Amortisation of issue costs 1,063,035 876,318 On cross currency swaps 27,819,607 11,774,372 On Expenses Loans 783,396 811,890 ------------------ -------------------- ------------------ -------------------- 73,097,165 75,371,796 ================== ==================== 4. Profit on ordinary activities before taxation --------------------------------------------- The profit on ordinary activities before taxation is stated after charging: 12 months to 10 months to 31 December 31 December 2002 2001 £ £ Auditors' Remuneration for non audit services 12,500 47,116 ================ =============== The fee of £2,000 (December 2001 - £2,000) for audit services will be borne by Melrose Investor Limited, a fellow subsidiary. NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 The Company has no employees. SFM Corporate Services Limited has a contract to provide the services of SFM Directors Limited and SFM Directors (No 2) Limited as directors to the Company. In addition SFM Corporate Services Limited provides company secretarial and certain corporate administrative services to the company. During the year the company's fellow subsidiary, Melrose Investor Limited, paid for these services. The directors do not receive any emoluments from the company. 5. Taxation As restated 12 months to 10 months to 31 December 31 December 2002 2001 £ £ Tax on Profit on Ordinary Activities Current Tax: Corporation tax charge for the period at a rate of 19%/20% (2001 30%) 639 2,235 Corporation tax (credit)/charge in respect of earlier periods (112) -------------------- --------------- ==================== =============== 527 2,235 ==================== =============== Factors Affecting the Current Tax Charge for the Period: The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19%/20% The differences are explained below: Profit/(loss) on ordinary activities before taxation 7,211 7,450 ==================== =============== Profit/(loss) on ordinary activities multiplied by the standard rate of corporation tax in the UK 1,386 2,235 -------------------- --------------- Effects of: Adjustments to tax in respect of previous periods (112) Smaller companies marginal relief (747) -------------------- --------------- Current corporation tax charge for the period 527 2,235 ==================== =============== 6. Amounts due from group company 2002 2001 £ £ Due from fellow subsidiary: Interest receivable on Loan Notes 11,145,041 10,210,312 Reimbursement of expenses (5,595) 13,920 -------------------- --------------- -------------------- --------------- 11,139,446 10,224232 ==================== =============== NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 7. Loan Notes Details of each Loan Note are as follows: Scheduled Legal Value Maturity Date Maturity Date £ Series 2001-1 Loan Note 755,451,093 15 February 2006 15 February 2011 Series 2001-2 Loan Note 755,499,594 15 February 2008 15 February 2011 ------------------- ------------------- 1,510,950,687 =================== The Loan Notes bear interest at a margin above three month LIBOR. 8. Asset backed floating rate notes Details of the asset backed floating rate notes ("Notes") are as follows: Value Maturity date £ Series 2001-1 Class A1 Notes ( $790,000,000 ) 544,827,586 February 2006 Class A2 Notes 100,000,000 February 2006 Class B1 Notes ( $16,200,000) 11,172,414 February 2006 Class B2 Notes ( Euro 30,000,000) 18,838,305 February 2006 Class C1 Notes ( $14,400,000) 9,931,034 February 2006 Class C2 Notes ( Euro 20,000,000) 12,558,870 February 2006 Class D1 Notes ( $8,000,000) 5,517,241 February 2006 Class D2 Notes ( Euro 15,000,000) 9,419,152 February 2006 Class D3 Notes 11,300,000 February 2006 Class E Notes 26,250,000 February 2006 ---------------------- 749,814,602 Series 2001-2 Class A Notes ( $935,000,000) 644,827,586 February 2008 Class B Notes ( $43,500,000 ) 30,000,000 February 2008 Class C Notes ( $32,600,000 ) 22,482,759 February 2008 Class D1 Notes ( $5,000,000 ) 3,448,276 February 2008 Class D2 Notes ( Euro 14,100,000) 8,854,003 February 2008 Class D3 Notes 14,000,000 February 2008 Class E Notes 26,250,000 February 2008 ---------------------- 749,862,624 Less incidental costs of issuing the Notes (4,224,711) ---------------------- ---------------------- 1,495,492,515 ====================== Notes denominated in US Dollars bear interest at a margin above three month USD LIBOR. Notes denominated in Euros bear interest at a margin above three month Euribor. Notes denominated in Sterling bear interest at a margin above three month sterling LIBOR. NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 Repayment of principal for the Notes denominated in foreign currencies are hedged by means of cross currency swap agreements, which result in fixed exchange rates at maturity. Incidental costs of issuing the Notes represent legal and professional costs incurred to date less amounts charged to the profit and loss account. The Notes are secured under the terms and conditions defined within the Issuer Deed of Charge. (Note 13). 9. Subordinated Debt 2002 2001 £ £ Series 2001-1 Expenses Loan 8,849,710 8,849,710 Series 2001-2 Expenses Loan 8,824,070 8,824,070 -------------------- --------------------- -------------------- --------------------- 17,673,780 17,673,780 ==================== ===================== The Expenses Loans bear interest at a rate of 0.25% above three-month LIBOR and are subordinate to inter alia payments of principal and interest on the asset backed floating rate notes. The liability of Melrose Financing No 1 plc is limited to the extent it has sufficient assets to meet its obligations under the Expenses Loans. The Expenses Loans have no specified maturity date but will become due and payable when the asset backed floating rate notes have been repaid in full. 10. Share capital 2002 2001 £ £ Authorised 100,000 ordinary shares of £1 each 100,000 100,000 ===================== =============== Allotted 50,000 ordinary shares of £1 each 50,000 50,000 ===================== =============== Called up and partly paid 50,000 ordinary shares of £1, 25p paid 12,500 12,500 ===================== =============== NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 11. Reconciliation of movement in equity shareholders' funds -------------------------------------------------------- 2002 2001 £ £ Share capital called up and paid in the period - 12,500 Profit for the year 6,684 5,215 Equity shareholders' funds at 1 January 17,715 - --------------------- --------------- Equity shareholders' funds at 31 December 24,399 17,715 ===================== =============== 12. Derivatives and off balance sheet transactions Notional Principal Carrying Value Fair Value/ Value in Accounts Replacement Cost £ £ £ Series 2001-1 Cross currency swap - US Dollars 544,827,586 (1,779,543) (56,493,329) Cross currency swap - US Dollars 11,172,414 (36,749) (1,172,093) Cross currency swap - Euros 18,838,305 (20,240) 678,657 Cross currency swap - US Dollars 9,931,034 (32,910) (1,072,525) Cross currency swap - Euros 12,558,870 (14,340) 451,635 Cross currency swap - US Dollars 5,517,241 (18,674) (643,825) Cross currency swap - Euros 9,419,152 (12,284) 355,455 Series 2001-2 Cross currency swap - US Dollars 644,827,586 (2,105,684) (66,726,561) Cross currency swap - US Dollars 30,000,000 (97,925) (3,156,201) Cross currency swap - US Dollars 22,482,759 (74,327) (2,460,246) Cross currency swap - US Dollars 3,448,276 (11,733) (425,130) Cross currency swap - Euros 8,854,003 (12,500) 339,989 The cross currency swaps are used to hedge the liability to make payments of interest and principal in foreign currency on the asset backed floating rate notes from a sterling income stream. The notional principal value represents the sterling equivalent of the principal values converted at the rates of exchange defined in the cross currency swap agreements. 13. Deed of charge All assets of the company are subject to fixed or floating charges under the terms of deeds of charge (the Series 2001-1 Deed of Charge and the Series 2001-2 Deed of Charge) held by Citibank, N.A. London Branch, the Note Trustee. Secured amounts and the security interest are defined within the Series 2001-1 and the Series 2001-2 Deed of Charge. NOTES TO THE ACCOUNTS (continued) For the year ended 31 December 2002 14. Related Party Transaction The company has taken advantage of the exemption under Financial Reporting Standard 8 not to disclose details of transactions with related parties that are part of the Melrose Holdings Limited group. 15. Parent Undertaking The company's parent undertaking is Melrose Holdings Limited. The results of this company are incorporated in the consolidated accounts of Melrose Holdings Limited. Copies of the annual accounts of Melrose Holdings Limited may be obtained from its registered office at Blackwell House, Guildhall Yard, London, EC2V 5AE. Melrose Holdings Limited is wholly owned by SFM Corporate Services Limited. SFM Corporate Services Limited holds the shares on a discretionary trust basis for charitable purposes. STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENT Company Law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing those financial statements, 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 financial statements; -- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping 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 financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MELROSE FINANCING No.1 PLC We have audited the financial statements on pages 3 to 11. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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. Respective responsibilities of directors and auditors The directors are responsible for preparing the Annual Report. As described on page 12, this includes responsibility for preparing the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board, and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been 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 with the group is not disclosed. 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 group'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 affairs of the company as at 31 December 2002 and of its profit for the year then ended; and -- the financial statements have been properly prepared in accordance with the Companies Act 1985. KPMG Audit Plc Chartered Accountants Registered Auditor Saltire Court 20 Castle Terrace Edinburgh EH1 2EG 31 January 2003 Short Name: Melrose Fin. No. 1 Category Code: ACS Sequence Number: 00001777 Time of Receipt (offset from UTC): 20030131T173231+0000 --30--mh/uk* CONTACT: Melrose Financing No.1 plc KEYWORD: UNITED KINGDOM INTERNATIONAL EUROPE INDUSTRY KEYWORD: BANKING SOURCE: Melrose Fin. No.1 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
1 Year Citi Fun 24 Chart |
1 Month Citi Fun 24 Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions