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Name | Symbol | Market | Type |
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Retail Cb21 | LSE:MCAP | London | Bond |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 99.925 | 99.35 | 100.50 | 0 | 01:00:00 |
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
Click on, or paste the following link into your web browser, to view the associated PDF document:
http://www.rns-pdf.londonstockexchange.com/rns/4243L_-2015-4-27.pdf
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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