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| Name | Symbol | Market | Type |
|---|---|---|---|
| Newhosp. 1.7774 | LSE:49FI | London | Bond |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
TIDM49FI
RNS Number : 2763S
NewHospitals (St.Helens & Knowsley)
29 September 2017
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Company Registration No. 05610559 (England and Wales)
NEWHOSPITALS (ST HELENS & KNOWSLEY) FINANCE PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2017
Directors Mr N Crowther
Mr D Brooking
Secretary HCP Social Infrastructure (UK) Limited
Company number 05610559
Registered office 8 White Oak Square
London Road
Swanley
Kent
BR8 7AG
Auditor KPMG LLP
66 Queen Square
Bristol
BS1 4BE
Page
Directors' report 1 - 2
Directors' responsibilities statement 3
Independent auditor's report to the
members of
NewHospitals (St Helens & Knowsley)
Finance Plc 4 - 5
Statement of comprehensive income 6
Balance sheet 7
Notes to the financial statements 8 - 20
The directors present their annual report and financial
statements for the year ended 31 March 2017.
Principal activities
The Company's principal activities are the raising
of finance through the issue of index-linked bonds,
an index-linked bank loan and unsecured subordinated
loan stock and the onward loan of the proceeds,
with identical terms for the payment of interest
and principal, to a fellow subsidiary undertaking
of the Company's immediate parent undertaking, NewHospitals
(St Helens & Knowsley) Limited. The directors do
not foresee any change in the activities of the
company
The company has taken advantage of Section 414A(2)
Companies Act 2006 (Strategic Report and Directors'
Report) Regulations 2013 not to prepare a Strategic
Report.
Directors
The directors who held office during the year and
up to the date of signature of the financial statements
were as follows:
Mr N Crowther
Mr D Brooking
Mr M Davis (Non-Executive) (Appointed 26 May 2017)
Mr N Crowther and Mr M Davis are members of the
Audit Committee.
Results and dividends
The results for the year are set out on page 6.
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity
provisions for the benefit of its directors during
the year. These provisions remain in force at the
reporting date.
Financial reporting risk and internal control
The company has outsourced the financial reporting
function to HCP Social Infrastructure (UK) Limited
("HCP"). Authorities remain vested in the board
members of the company. HCP reports regularly to
the board of the company. The board receives monthly
reports from HCP which specifically summarise and
address the financial, contractual and commercial
risks that the company is exposed to, and are pertinent
to the industry in which the company operates. The
board also receives monthly management accounts
with explanations of variances from annual budgets
and forecasts, which are in turn compared to the
Financial Model, which represents the long term
business plan of the company and outlines its ability
to comply with its debt obligations and covenants.
Material deviations from the business plan are investigated
and reported on. Supporting this process, HCP evaluates
its performance under the framework of an Internal
Audit and Assessment programme which sits within
its own Corporate Governance framework. This process
ensures that the project remains robust and viable
throughout the life of the contract.
The company has constituted an Audit Committee,
comprising of an independent chairman (non-executive
director) and a further director. The Audit Committee
is responsible for satisfying itself that the financial
affairs of the group's companies are conducted with
openness, integrity and accountability and in accordance
with statutory and regulatory requirements. The
primary duties of the Audit Committee are to monitor
the integrity of the financial statements of the
companies in the group and to review significant
judgements contained therein; to monitor the level
and effectiveness of internal financial control;
to assess the scope and effectiveness of systems
to identify, assess, manage and monitor financial
and non-financial risk; to make recommendations
concerning the appointment and terms of engagement
of external auditors; to review and monitor the
independence of the statutory auditor, and in particular
the provision of additional services by the auditor
to the company.
Auditor
The auditor, KPMG LLP, is deemed to be reappointed
under section 487(2) of the Companies Act 2006.
Statement of disclosure to the auditor
So far as each person who was a director at the
date of approving this report is aware, there is
no relevant audit information of which the company's
auditor is unaware. Additionally, the directors
individually have taken all the necessary steps
that they ought to have taken as directors in order
to make themselves aware of all relevant audit information
and to establish that the company's auditor is aware
of that information.
Going concern
The Company is reliant on the operations of its
fellow subsidiary NewHospitals (St Helens and Knowsley)
Limited to be able to meet its liabilities as they
fall due. The directors have reviewed a cash flow
forecast covering the remainder of that company's
contract period and taking into account reasonable
possible risks in operations and the fact that the
obligations of company's sole customer are underwritten
by the Secretary of State for Health, they believe
that the company will be able to settle its liabilities
as they fall due for the forFineseeable future and
therefore it is appropriate to prepare these financial
statements on the going concern basis.
Registered office
The Company's registered office is 8 White Oak Square,
London Road, Swanley, Kent, BR8 7AG.
This report has been prepared in accordance with
the provisions applicable to companies entitled
to the small companies' exemption.
On behalf of the board
..............................
Mr N Crowther
Director
...... September 2017
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 prepared the financial statements
in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice), including FRS102 The Financial
Reporting Standard Applicable in the UK and Republic
of Ireland.
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 period. In preparing these
financial statements, the directors are required
to:
* select suitable accounting policies and then apply
them consistently;
* make judgements and accounting estimates that are
reasonable and prudent;
* state whether applicable United Kingdom Accounting
Standards, including FRS 102 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 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 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.
We have audited the financial statements of NewHospitals
(St Helens & Knowsley) Finance Plc for the year
ended 31 March 2017 set out on pages 6 to 20. The
financial reporting framework that has been applied
in their preparation is applicable law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice), including FRS 102
The Financial Reporting Standard applicable in the
UK and Republic of Ireland.
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.
Respective responsibilities of
directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 3, the directors are responsible
for the preparation of the financial statements
and for being satisfied that they give a true and
fair view. Our responsibility is to audit and express
an opinion on the financial statements in accordance
with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require
us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial
statements
A description of the scope of an audit of financial
statements is provided on the Financial Reporting
Council's website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion the financial statements:
* give a true and fair view of the state of the
company's affairs as at 31 March 2017 and of its
result for the year then ended;
* have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
* have been prepared in accordance with the
requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies
Act 2006
In our opinion, the information given in the Annual
Report for the financial year is consistent with
the financial statements.
Based solely on the work required to be undertaken
in the course of the audit of the financial statements
and from reading the Annual Report:
* we have not identified material misstatements in that
report; and
* in our opinion, that report has been prepared in
accordance with the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
* adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
* the 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; or
* the directors were not entitled to take advantage of
the small companies' exemption from the requirement
to prepare a Strategic Report
....................................
Huw Brown (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
66 Queen Square
Bristol
BS1 4BE
...... September 2017
2017 2016
Notes GBP000 GBP000
Interest receivable
and similar income 7 16,914 16,214
Interest payable and
similar expenses 8 (16,914) (16,214)
Profit before taxation - -
Taxation 9 - -
Profit for the financial
year - -
The statement of comprehensive income has been prepared
on the basis that all of the results relate to continuing
operations.
There is no other comprehensive income other than
that shown above.
The notes on pages 8 to 20 form part of these financial
statements.
2017 2016
Notes GBP000 GBP000 GBP000 GBP000
Current assets
Debtors falling due
after one year 11 342,571 347,920
Debtors falling due
within one year 11 11,952 12,500
354,523 360,420
Creditors: amounts
falling due within
one year
Loans and overdrafts 12 11,952 12,500
11,952 12,500
Net current assets 342,571 347,920
Creditors: amounts
falling due after
more than one year
Loans and overdrafts 12 339,618 344,707
Other creditors 13 2,903 3,163
(342,521) (347,870)
Net assets 50 50
Capital and reserves
Called up share capital 14 50 50
The notes on pages 8 to 20 form part of these financial
statements.
The financial statements were approved by the board
of directors and authorised for issue on ......
September 2017 and were signed on its behalf by:
..............................
Mr N Crowther
Director
Company Registration No. 05610559
1 Accounting policies
Company information
NewHospitals (St Helens & Knowsley) Finance Plc
("The Company") is a limited company incorporated,
domiciled and registered in England and Wales,
in the UK. The registered office is 8 White Oak
Square, London Road, Swanley, Kent, BR8 7AG.
1.1 Accounting convention
These financial statements have been prepared
in accordance with FRS 102 "The Financial Reporting
Standard applicable in the UK and Republic of
Ireland" ("FRS 102") and the requirements of the
Companies Act 2006. There were no material departures
either from FRS 102 or from the Companies Act.
The financial statements are prepared in sterling,
which is the functional currency of the company.
All amounts in the financial statements have been
rounded to the nearest GBP1,000.
The financial statements have been prepared on
the historical cost basis. The principal accounting
policies adopted are set out below.
The accounting policies set out below have, unless
otherwise stated, been applied consistently to
all periods presented in these financial statements.
The Company's parent undertaking, NewHospitals
(St Helens & Knowsley) Holdings Limited includes
the Company in its consolidated financial statements.
The consolidated financial statements of NewHospitals
(St Helens & Knowsley) Holdings Limited are prepared
in accordance with FRS102 and are available to
the public and may be obtained from Companies
House, Crown Way, Cardiff, CF14 3UZ.
In these financial statements, the company is
considered to be a qualifying entity (for the
purposes of this FRS) and has applied the exemptions
available under FRS 102 in respect of the following
disclosures:
* Reconciliation of the number of shares outstanding
from the beginning to end of the period;
* Cash Flow Statement and related notes; and
* Key Management Personnel compensation.
1.2 Going concern
The Company is reliant on the operations of its
fellow subsidiary NewHospitals (St Helens and
Knowsley) Limited to be able to meet its liabilities
as they fall due. The directors have reviewed
a cash flow forecast covering the remainder of
that company's contract period and taking into
account reasonable possible risks in operations
and the fact that the obligations of company's
sole customer are underwritten by the Secretary
of State for Health, they believe that the company
will be able to settle its liabilities as they
fall due for the foreseeable future and therefore
it is appropriate to prepare these financial statements
on the going concern basis.
1 Accounting policies (Continued)
1.3 Financial instruments
The company has elected to apply the provisions
of Section 11 'Basic Financial Instruments' and
Section 12 'Other Financial Instruments Issues'
of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's
statement of financial position when the company
becomes party to the contractual provisions of
the instrument.
Financial assets and liabilities are offset, with
the net amounts presented in the financial statements,
when there is a legally enforceable right to set
off the recognised amounts and there is an intention
to settle on a net basis or to realise the asset
and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and
other debtors and interest bearing borrowings,
are initially measured at transaction price including
transaction costs and are subsequently carried
at amortised cost using the effective interest
method unless the arrangement constitutes a financing
transaction, where the transaction is measured
at the present value of the future receipts discounted
at a market rate of interest.
Interest-bearing borrowings classified as basic
financial instruments
Senior secured bonds and term loans are initially
stated at the amount of the net proceeds after
deduction of related issue costs. The carrying
amount is increased by the finance cost in respect
of the accounting period and reduced by payments
made in that period. The index-linked secured
bonds and index-linked secured term loan are each
valued at amortised cost, using the effective
interest rate method, taking account of projected
indexation across the term of the liability.
Issue costs are written off to the profit and
loss account, over the term of the debt on an
amortised cost basis.
Impairment of financial assets
Financial assets, other than those held at fair
value through profit and loss, are assessed for
indicators of impairment at each reporting end
date.
Financial assets are impaired where there is objective
evidence that, as a result of one or more events
that occurred after the initial recognition of
the financial asset, the estimated future cash
flows have been affected. If an asset is impaired,
the impairment loss is the difference between
the carrying amount and the present value of the
estimated cash flows discounted at the asset's
original effective interest rate. The impairment
loss is recognised in profit or loss.
If there is a decrease in the impairment loss
arising from an event occurring after the impairment
was recognised, the impairment is reversed. The
reversal is such that the current carrying amount
does not exceed what the carrying amount would
have been, had the impairment not previously been
recognised. The impairment reversal is recognised
in profit or loss.
1 Accounting policies (Continued)
1.3 Financial instruments (Continued)
Derecognition of financial assets
Financial assets are derecognised only when the
contractual rights to the cash flows from the
asset expire or are settled, or when the company
transfers the financial asset and substantially
all the risks and rewards of ownership to another
entity, or if some significant risks and rewards
of ownership are retained but control of the asset
has transferred to another party that is able
to sell the asset in its entirety to an unrelated
third party.
Classification on financial liabilities
Financial liabilities and equity instruments are
classified according to the substance of the contractual
arrangements entered into. An equity instrument
is any contract that evidences a residual interest
in the assets of the company after deducting all
of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and
other creditors, Bonds and subordinated loans,
are initially recognised at transaction price
unless the arrangement constitutes a financing
transaction, where the debt instrument is measured
at the present value of the future receipts discounted
at a market rate of interest.
Trade and other creditors
Trade and other creditors are recognised initially
at transaction price plus attributable transaction
costs. Subsequent to initial recognition they
are measured at amortised cost using the effective
interest method.
Interest-bearing borrowings classified as basic
financial instruments
Interest-bearing borrowings are recognised initially
at the present value of future payments discounted
at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated
at amortised cost using the effective interest
method, less any impairment losses.
Other financial liabilities
Debt instruments that do not meet the conditions
in FRS 102 paragraph 11.9 are subsequently measured
at fair value through profit or loss. Debt instruments
may be designated as being measured at fair value
though profit or loss to eliminate or reduce an
accounting mismatch or if the instruments are
measured and their performance evaluated on a
fair value basis in accordance with a documented
risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the
company's contractual obligations expire or are
discharged or cancelled.
1.4 Interest receivable and payable
Interest payable and similar charges include interest
payable on borrowings and associated ongoing financing
fees.
Other interest receivable and similar income include
interest receivable on funds invested.
2 Judgements and key estimates
The directors feel that there are no significant
judgements made in the application of these accounting
policies that have significant effect on the financial
statements and estimates within a significant
risk of material adjustments in the next year.
3 Turnover and other revenue
An analysis of the company's turnover is as follows:
2017 2016
GBP000 GBP000
Other significant revenue
Interest income 16,914 16,214
4 Auditor's remuneration
2017 2016
Fees payable to the company's auditor GBP000 GBP000
and its associates:
For audit services
Audit of the company's financial
statements 5 5
For other services
Tax compliance services - 2
The auditor remuneration was borne by NewHospitals
(St Helens & Knowsley) Limited.
5 Employees
There were no employees during the year (2016:
nil).
6 Directors' remuneration
2017 2016
GBP000 GBP000
Sums paid to related parties for
directors' services 160 158
The above amounts were borne and paid for by NewHospitals
(St Helens & Knowsley) Limited.
Apart from the fee paid to the company's non-executive
chairman, Mr Davis, of GBP28,000 (2016: GBP28,000),
the directors fees were paid to Innisfree Limited.
7 Interest receivable and similar
income
2017 2016
GBP000 GBP000
Interest income
Interest on loans to NewHospitals
(St Helens & Knowsley) Limited 16,914 16,214
8 Interest payable and similar expenses
2017 2016
GBP000 GBP000
Interest on financial liabilities measured at
amortised cost:
Interest and indexation on bank
overdrafts and loans 6,053 4,763
Interest and indexation on bonds 6,526 5,106
Interest on subordinated loans 3,657 5,662
Amortisation of finance arrangement
costs 678 683
16,914 16,214
9 Taxation
The company reported no profit or loss for the
financial year so no tax charge is applicable
(2016: GBPnil).
10 Financial instruments
2017 2016
GBP000 GBP000
Carrying amount of financial assets
Debt instruments measured at amortised
cost 354,523 360,420
Carrying amount of financial liabilities
Measured at amortised cost 354,473 360,370
10 Financial instruments (Continued)
The Company's financial instruments comprise index-linked
bonds, an index-linked bank loan, a fixed rate
subordinated loan, and, a fixed rate intercompany
debtor and an index-linked intercompany debtor,
both due from NewHospitals (St Helens and Knowsley)
Limited. NewHospitals (St Helens and Knowsley)
Limited services these loans with cash flows generated
under the Project Agreement.
The financial structure has been established to
ensure that the cash flows from NewHospitals (St
Helens and Knowsley) Limited's PFI hospital concession
assets are sufficient to meet all interest and
principal payments due on the index-linked and
fixed rate debt. During the year, NewHospitals
(St Helens and Knowsley) Limited met its debt service
obligations to the Company. Based upon the projected
future cashflows of NewHospitals (St Helens and
Knowsley) Limited, the directors consider that
it will be able to meet its obligations to the
Company as they fall due for the foreseeable future.
The Company does not undertake financial instrument
transactions which are speculative or unrelated
to the Company's trading activities. Board approval
is required for the use of any new financial instrument,
and the Company's ability to enter into any new
transaction is constrained by covenants in its
existing funding agreements. Exposure to market
related interest rate risk, cash flow risk, credit
risk, and liquidity risk arises in the normal course
of the Company's business. The Company's exposure
to, and the management of, these risks is described
in further detail as follows:
Market related interest rate risk
The Company is exposed to market related interest
rate risk in relation to its index-linked debt
through movements in the UK RPI. This is mitigated
as the onloans due from NewHospitals (St Helens
and Knowsley) Limited are also index-linked through
movements in the UK RPI. NewHospitals (St Helens
and Knowsley) Limited can service these onloans
as the majority of the cash flows generated from
its PFI hospital concession assets increase in
line with movements in the UK RPI.
Interest rate risk profile of financial assets
and liabilities
The disclosures below set out the carrying amount,
by maturity, of the Company's floating interest
rate financial instruments that are exposed to
interest rate risk.
Floating
Rate:
Loan to Loans
NewHospitals to NewHospitals
(St Helens (St Helens
Bank & Knowsley) & Knowsley)
Bond loan Limited Bond Bank loan Limited
2017 2017 2017 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Within
1 year (4,603) (6,702) 11,305 (5,602) (6,208) 11,810
1-2 years (4,109) (8,127) 12,236 (5,418) (7,888) 13,306
2-3 years (2,776) (8,474) 11,250 (4,159) (8,225) 12,384
3-4 years (2,842) (8,836) 11,678 (2,809) (8,576) 11,385
4-5 years (2,733) (9,214) 11,947 (2,877) (8,943) 11,820
Over 5
years (161,501) (125,235) 286,736 (221,350) (187,687) 409,307
Unamortised
transaction
costs 8,138 4,980 (13,118) 8,426 5,345 (13,771)
Total (170,427) (161,608) 332,035 (233,789) (222,182) 455,971
10 Financial instruments (Continued)
Floating rate
The floating rate financial liabilities comprise
a 1.7774% Index-linked Guaranteed Secured Bond
and a 1.743% Index-Linked Guaranteed Secured European
Investment Bank Loan. The floating rate financial
asset comprises an amount due from NewHospitals
(St Helens and Knowsley) Limited. The return on
the amount due from NewHospitals (St Helens and
Knowsley) Limited exactly matches the interest
and indexation payable on the Company's bond and
bank loan. Interest on financial instruments classified
as floating rate is repriced at intervals of less
than one year. The disclosures below set out the
carrying amount, by maturity, of the Company's
fixed interest rate financial instruments.
Fixed
Rate:
Loan to Loan to
NewHospitals NewHospitals
(St Helens (St Helens
Subordinated & Knowsley) Subordinated & Knowsley)
Loan Stock Limited Total Loan Stock Limited Total
2017 2017 2017 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Over 5
years (20,228) 20,228 - (20,914) 20,914 -
Unamortised
transaction
costs 693 (693) - 717 (717) -
(19,535) 19,535 - (20,197) 20,197 -
Fixed rate
The fixed rate financial liability comprises an
11.96% unsecured subordinated loan. The fixed
rate financial asset comprises an amount due from
NewHospitals (St Helens and Knowsley) Limited.
The return on the amount due from NewHospitals
(St Helens and Knowsley) Limited exactly matches
the interest payable on the Company's subordinated
loan stock. Interest on financial instruments
classified as fixed rate is fixed until the maturity
of the instrument. The Company also has an amount
due from NewHospitals (St Helens and Knowsley)
Limited of GBP50,000 which is not included in
the above table as it is non-interest bearing
and not subject to interest rate risk.
A sensitivity analysis showing the effects of
reasonably possible changes in the UK RPI on the
Company's results is not disclosed as the financing
costs of the bond and bank loan are matched exactly
by the return on the amount due from NewHospitals
(St Helens and Knowsley) Limited, whatever the
prevailing rate of the UK RPI. Therefore the Company's
results are unaffected by any changes in the UK
RPI.
10 Financial instruments (Continued)
Cash flow risk
The Company is exposed to cash flow risk in relation
to variability in long term cash inflows due under
the onloan agreements with NewHospitals (St Helens
and Knowsley) Limited. This is mitigated as the
cash inflows due under the onloan agreements with
NewHospitals (St Helens and Knowsley) Limited
exactly match the cash outflows required to service
the Company's financial liabilities. NewHospitals
(St Helens and Knowsley) Limited's exposure to
variability in long term cash inflows generated
under the concession with the Trust is mitigated
as performance and availability deductions are
passed on to the relevant service providers and
the majority of revenues and costs which the Company
receives and pays are index-linked to movements
in the UK RPI.
Credit risk
Credit risk is the risk that one party to a financial
instrument will cause a financial loss to the
other party by failing to discharge an obligation
under the contract giving rise to the financial
instrument. The Company's credit risk is concentrated
as its cash inflows due under the onloan agreements
are received from NewHospitals (St Helens and
Knowsley) Limited. This concentration of risk
is mitigated as the cash flows generated from
the PFI hospital concession assets held by NewHospitals
(St Helens and Knowsley) Limited are secured under
contract with the Trust, whose obligations and
liabilities under the Project Agreement are effectively
underwritten by the UK Government.
Maximum exposure to credit risk
The maximum credit risk exposure relating to financial
assets is represented by their carrying value
at the balance sheet date.
The Company's risk management policies and contractual
protections in place for monitoring and preserving
the credit quality of the financial assets detailed
above are disclosed in the directors' report and
in this note 8 to the financial statements. None
of the financial assets are past due or subject
to any impairment as at the balance sheet date.
Liquidity risk
The Company's liquidity risk is principally managed
through financing the Company by means of long
term borrowings which are tailored to match the
expected cash inflows due under the onloan agreements
from NewHospitals (St Helens and Knowsley) Limited.
NewHospitals (St Helens and Knowsley) Limited's
liquidity risk is principally managed through
financing by means of the onloan agreements which
are tailored to match the expected cash flows
arising from its PFI hospital concession assets.
In addition NewHospitals (St Helens and Knowsley)
Limited maintains a debt service reserve bank
account to provide short term liquidity against
future debt service requirements under the onloan
agreements. The maturity profile of the anticipated
undiscounted future cash flows including interest
and inflation and based on the earliest date on
which the Company can be required to pay its financial
liabilities, is as follows:
Subordinated Subordinated
Bond* Bank loan* Loan Stock Bond* Bank loan* Loan Stock
Interest
rate 4.28% 4.24% 11.96% 4.28% 4.24% 11.96%
2017 2017 2017 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Within
1 year 7,820 9,636 4,283 8,916 9,462 3,939
1-2 years 6,750 9,876 5,708 7,870 9,697 4,500
2-3 years 5,624 10,121 5,723 6,792 9,938 5,255
3-4 years 5,717 10,373 5,756 5,659 10,185 4,375
4-5 years 5,663 10,630 5,676 5,753 10,438 3,254
Over 5
years 363,625 213,517 56,708 371,622 225,565 69,602
395,198 264,153 83,854 406,612 275,285 90,925
10 Financial instruments (Continued)
*After 6 months following each period end date,
this assumes a long run average of the future
UK RPI of
2.5% per annum. This long term assumed rate, taken
together with the fixed interest rate elements
of the
bond and bank loan as detailed in note 12, gives
the assumed long term combined interest rate as
disclosed above.
Set out below is a comparison of carrying amounts
and fair values of all the Company's financial
assets and liabilities.
2017 2017 2016 2016
Book
Book value Fair value value Fair value
Bank loan (161,608) (315,657) (164,561) (227,527)
Bond (170,427) (338,350) (172,449) (242,215)
Subordinated loan stock (19,535) (53,947) (23,361) (54,856)
Loans to NewHospitals
(St Helens & Knowsley)
Limited 351,570 707,954 360,371 524,598
11 Debtors
2017 2016
Amounts falling due GBP000 GBP000
within one year:
Loans to NewHospitals (St Helens
& Knowsley) Limited 11,952 12,500
11,952 12,500
Amounts falling due
after one year:
Loans to NewHospitals (St Helens
& Knowsley) Limited 342,571 347,920
Total debtors 354,523 360,420
All financial assets are held at amortised
cost.
12 Interest-bearing loans and borrowings
2017 2016
GBP000 GBP000
Bank loans 161,608 164,561
Bonds 170,427 172,449
Subordinated loans 19,535 20,197
351,570 357,207
Payable within one year 11,952 12,500
Payable after one year 339,618 344,707
Terms and debt repayment schedule:
Nominal Year of Repayment 2017 2016
interest maturity schedule GBP000 GBP000
rate
Bond 1.7774% 2047 Semi-annual 170,427 172,449
Bank loan 1.7430% 2038 Semi-annual 161,608 164,561
Subordinated
loan stock 11.96% 2047 Semi-annual 19,535 20,197
351,570 357,207
12 Interest-bearing loans and borrowings
(Continued)
Index-Linked Guaranteed Secured Bonds due 2047
The Company has created GBP178,300,000 of 1.7774%
Index-Linked Guaranteed Secured Bonds due 2047
pursuant to a Bond Trust Deed and Collateral Deed
dated 7 June 2006, of which GBP153,000,000 were
issued for cash on 7 June 2006 at a 99.99% of
par.
On 20 March 2008, GBP6,800,000 of the remaining
GBP25,300,000 Index-Linked Guaranteed Secured
Bonds created but not issued, the "Committed Variation
Bonds", were cancelled as they expired on 31 December
2007 in accordance with the Terms of the Bond
Trust Deed and Collateral Deed.
The bonds bear interest at 1.7774%, which together
with its principal repayment, is subject to indexation
based on movements in the UK RPI in accordance
with the terms of the Bond Trust Deed. The interest
is payable semi-annually in arrears on 31 March
and 30 September each year. The principal on the
bonds is repayable in instalments which commence
on 31 March 2012 and end in February 2047.
The bonds have the benefit of an unconditional
and irrevocable financial guarantee issued by
Assured Guaranty (Europe) Limited (formerly Financial
Security Assurance (UK) Limited) in favour of
Deutsche Trustee Company Limited as security trustee
over all of the undertakings and assets of the
Company.
Index-Linked Guaranteed Secured Bank Loan due
2038
The Company has drawn GBP149,186,000 of a 1.743%
Index-Linked Guaranteed Secured Bank Loan due
2038 pursuant to a Loan Agreement dated 1 June
2006 and a Collateral Deed dated 7 June 2006.
The loan has an interest rate of 1.743%, which
together with its principal repayment, is subject
to indexation based on movements in the UK RPI
in accordance with the terms of the Loan Agreement.
The interest is payable semi-annually in arrears
on 31 March and 30 September each year. The loan
principal is repayable in instalments which commence
on 30 September 2011 and end in June 2038.
The index linked bank loan has the benefit of
an unconditional and irrevocable financial guarantee
issued by Assured Guaranty (Europe) Limited (formerly
Financial Security Assurance (UK) Limited) in
favour of Deutsche Trustee Company Limited as
security trustee over all of the undertakings
and assets of the Company.
12 Interest-bearing loans and borrowings
(Continued)
Fixed rate unsecured subordinated loan stock due
2047
On 24 May 2006, the Company authorised and approved
the issue of GBP30,090,000 unsecured 11.96% fixed
interest loan notes which were constituted in
a Deed Poll dated 7 June 2006. Under the terms
of an Equity Subscription Agreement dated 7 June
2006, the Company's shareholder undertook to subscribe
for the loan notes in separate tranches up to
a total value of GBP30,090,000 over the period
from 31 May 2009 to 31 March 2011. In the year
ended 31 March 2011 the total amount of loan notes
subscribed for by the Company's shareholder was
GBP29,490,000. On the 30 March 2012 an early redemption
payment of GBP5,000,000 (at par) was made to the
Company's shareholder and during the year to 31
March 2016 two further redemptions of principal
totalling GBP1,576,000 were paid to the Company's
shareholder. During the year to 31 March 2017
two further redemptions of principal totalling
GBP687,000 were paid to the Company's shareholder,
leaving the balance of subordinated loan stock
as at the year-end of GBP20,227,000. The 11.96%
fixed interest accrues from 1 April 2011 and interest
is paid semi-annually in arrears every 30 September
and 31 March thereafter.
Of the total GBP30,090,000 loan notes constituted,
GBP600,000 relates to a commitment to subscribe
for Contingent Equity Tranche loan notes as detailed
in the Equity Subscription Agreement. The commitment
to subscribe for this tranche of the loan notes
is no longer required as the matching Committed
Variation Bonds to which the amount relates were
cancelled on 20 March 2008, as they expired on
31 December 2007, in accordance with the Terms
of the Bond Trust Deed and Collateral Deed.
Under the terms of an Intra group Loan Agreement
entered into on 7 June 2006, NewHospitals (St
Helens and Knowsley) Finance Plc undertook to
onward loan the proceeds of the issue of the subordinated
loan stock to NewHospitals (St Helens and Knowsley)
Limited, on exactly the same payment terms for
interest and principal.
The proceeds of the loan stock issue are being
used by the group to finance its obligations under
its Project Agreement with the Trust.
The loan notes are redeemable at any time in line
with the provisions of Clause 3 of the Deed Poll
Constituting Unsecured Subordinated Loan Notes
for the Company and in accordance with condition
3 (Redemption) of the aforementioned Deed.
13 Creditors: amounts falling
due after more than one year
2017 2016
GBP000 GBP000
Accruals 2,903 3,163
All financial liabilities are held at amortised
cost.
14 Share capital
2017 2016
GBP000 GBP000
Equity
Allotted, called up and fully paid
50,000 shares of GBP1 each 50 50
15 Controlling party
At 31 March 2017, the Company's immediate parent
undertaking is NewHospitals (St Helens and Knowsley)
Holdings Limited. NewHospitals (St Helens and
Knowsley) Holdings Limited was owned 74.4% by Innisfree Secondary Fund 2 LP and 25.6% by Innisfree Secondary Fund. Both entities are registered in England and Wales (Registered address for both funds: First Floor, Boundary House, 91-93 Charterhouse Street, London, EC1M 6HR). The largest and smallest group in which the results of the Company are consolidated is NewHospitals (St Helens and Knowsley) Holdings Limited, a Company registered and incorporated in England and Wales. The consolidated financial statements of the group are available to the public and may be obtained from it's registered address at 8 White Oak Square, London Road, Swanley, Kent, BR8 7AG, United Kingdom. In the directors' opinion, the Company's ultimate parent undertaking and controlling party is Innisfree Secondary Fund 2 LP a limited partnership registered in England and Wales.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSSEEFEUFWSEFU
(END) Dow Jones Newswires
September 29, 2017 08:20 ET (12:20 GMT)
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