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| Name | Symbol | Market | Type |
|---|---|---|---|
| Roth.c.f.nts14 | LSE:68WN | London | Bond |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 72.50 | 0 | 00:00:00 |
From Dec 2022 to Dec 2024
TIDM68WN
RNS Number : 7805X
Rothschild & Co Continuation Fin
27 April 2023
Rothschild & Co Continuation Finance PLC
Report of the Directors and Financial Statements
for the year ended 31 December 2022
Strategic Report
Business Model and Strategic Objectives
Rothschild & Co Continuation Finance PLC ("the Company") is a wholly-owned subsidiary of N M Rothschild & Sons Limited ("NMR") and was incorporated on 30 August 2000 to operate as a finance vehicle for the benefit of NMR and its subsidiaries.
The principal activity of the Company is the raising of finance for the purpose of lending it to NMR and other companies in the Rothschild & Co Group ("the Group"). The only current debt securities in issue are the perpetual subordinated notes guaranteed by NMR.
Business Update and Key Performance Indicators
As mentioned above, the Company operates as a finance vehicle which issues debt and lends it onto other Rothschild & Co Group companies on substantially the same terms. The only debt currently in issue is perpetual subordinated notes. Given the nature of this debt and the related loans to its parent undertaking, the Directors consider that accrual accounting best reflects the purpose of the Company as a pass through financing vehicle and to match the EUR150m loan asset and subordinated guaranteed notes in issue. On this basis, the loan asset and subordinated guaranteed notes would be matched on the balance sheet at GBP133m to reflect the real asset and liability position of the Company.
However, IFRS 9 requires the Company to report the loan asset, and the Company has elected to report the subordinated guaranteed notes in issue, at fair value of c.GBP93m. Both the loans and subordinated guaranteed notes will continue to be taxed on an amortised cost basis so a net deferred tax liability of GBP37,915 (2021: GBP35,869 liability) has been recognised on the difference between this and the carrying values. Negative movements in the valuation of the asset and liability resulted in a small accounting loss being reported for the year. However, the Company has increased its cash balances and remains well capitalised.
Principal Risks and Uncertainties
The principal risks of the Company are credit risk, liquidity risk, market risk and operational risk. The Company follows the risk management policies of the parent undertaking, NMR.
The Company's principal risk is credit exposure to NMR, as the notes issued by the Company have been guaranteed by, and funds have been on-lent to NMR. The Company is therefore reliant on the ability of NMR to meet its obligations under these lending arrangements. NMR is exposed to the aforementioned market disruption but, nevertheless, has sufficient liquidity to continue to operate for the next 12 months even in the scenario where revenue is significantly reduced. Management has considered the going concern basis of preparation as outlined in note 1 to the financial statements.
The Company's market risk exposure is limited to interest rate and currency exchange rate movements. Exposure to interest rate movements on the perpetual subordinated note issues has been passed to NMR, as the issue proceeds have been lent onwards to NMR at a fixed margin of one basis point above the rate being paid. Currency risk is not considered significant as all material foreign currency balances and cash flows are matched.
Liquidity risk has similarly been transferred to NMR as the funds on-lent have the same maturity dates as the notes issued. Operational risk arising from inadequate or failed internal processes, people and systems or from external events is managed by maintaining a strong framework of internal controls.
S172 statement
The Board has a duty under s172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decision in the long term, b) the interests of the Company's employees,
c) the need to foster the Company's business relationships with suppliers, customers and others,
d) the impact of the Company's operations on the community and the environment,
e) the desirability of the Company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the Company.
During the year the Board has considered its duties under s172 and how it fulfils its obligations thereof. Given that the Company has no staff and limited suppliers, the key stakeholders are thought to be shareholders, regulators and tax authorities:
Shareholders
The Board is appointed by the shareholders to oversee, govern and make decisions on their behalf and so is directly responsible for protecting and managing their interests in the Company. It does this by setting the strategies, policies and corporate governance structures described earlier. As part of the wider R&Co Group, some of these responsibilities are managed at a group level and described in greater detail in the R&Co financial statements that are available on www.rothschildandco.com/en/investor-relations/.
Regulators and tax authorities
The Company insists on the highest standards of professionalism and integrity from those that act on its behalf who are expected to refrain from any conduct or behaviours that could be perceived unfavourably . This extends to dealing honestly and openly with regulators and tax authorities and in compliance with all the relevant laws and regulations in place.
By Order of the Board
Paul O'Leary
Director
26 April 2023
Report of the Directors
The Directors present their Directors' report and the financial statements for the year ended 31 December 2022.
Dividends
During the year, the Company did not pay any dividends (2021: GBPnil).
Directors
The Directors who held office during the year were as follows:
Peter Barbour
Christopher Coleman
Mark Crump
Paul O'Leary
Directors' Indemnity
The Company has provided qualifying third-party indemnities for the benefit of its Directors. These were provided during the year and remain in force at the date of this report.
Corporate Governance
The Directors have been charged with governance in accordance with the perpetual subordinated notes transaction documents describing the structure and operation of the transaction. The responsibilities of the Directors to both noteholders and shareholders were established at the time of issuance. Additionally, the Company is an integral part of the wider R&Co Group and, as such, benefits from the Group's wider control frameworks and structures, whilst also ensuring that the obligations and requirements of the Company are fully met.
The Company follows the internal control policies of its subsidiary, NMR in maintaining its financial records and preparing its financial reporting. Moreover, the key risks arising from the Company's activities involving the perpetual subordinated notes are monitored as part of the Group's control structures. However, it is the Directors opinion that these risks are limited in nature due to the low level of transactions occurring and the risk management framework in place.
Due to the nature of the perpetual subordinated notes which have been issued, the Company is largely exempt from the disclosure requirements of the Financial Conduct Authority pertaining to the Disclosure and Transparency Rules ("DTR") as detailed in the DTR 7.1 Audit committees and 7.2 Corporate governance statements (save for DTR 7.2.5 requiring a description of the features of the internal control and risk management systems), which would otherwise require the Company respectively, to have an audit committee in place and include a corporate governance statement in the Directors' Report. The Directors are therefore satisfied that there is no requirement for an audit committee, or a supervisory board entrusted to carry out the functions of an audit committee or to publish a more extensive corporate governance statement.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.
Audit Information
The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
By Order of the Board
Paul O'Leary
Director
26 April 2023
Statement of Directors' responsibilities in respect of the strategic report, Directors' report and the financial statements
The Directors are responsible for preparing the Strategic Report, Directors' 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 they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards and applicable law.
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 its profit or loss 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 estimates that are reasonable, relevant and reliable;
-- state whether they have been prepared in accordance with UK-adopted international accounting standards;
-- assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
-- use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and 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.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the annual financial report prepared using the single electronic reporting format under the TD ESEF Regulation. The auditor's report on these financial statements provides no assurance over the ESEF format.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
-- the strategic report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
Independent Auditor's Report to the Members of Rothschild & Co Continuation Finance PLC
1. Our opinion is unmodified
We have audited the financial statements of Rothschild & Co Continuation Finance Plc ("the Company") for the year ended 31 December 2022 which comprise the statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement, and the related notes, including the accounting policies in note 1.
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its profit for the year then ended;
-- have been properly prepared in accordance with UK-adopted international accounting standards ; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Board of Directors.
We were first appointed as auditor by the directors in 2001. The period of total uninterrupted engagement is for the 23 financial years ended 31 December 2022. We have fulfilled our ethical responsibilities under, and we remain independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.
Hot Features
Premium
Overvi ew
==========================================================================
Materi al ity: GBP0.94 m (31 December
financial statements as a whole 2021: GBP1.14 million
)
1% (31 December 2021:
1%) of Total Assets
=========================================== =============================
Ri sks of material misstatement vs December 2021
=========================================== =============================
Recurring risks Valuation of loans No change
to parent undertaking
and Debt securities
in issue
================== =========================== =========================
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matter (unchanged from 2021), in arriving at our audit opinion above, together with our key audit procedures to address this matter and, as required for public interest entities, our results from those procedures. This matter was addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on this matter.
Key audit matter The risk Our response
========================= ======================== =================================================================
Valuation of Loans Low Risk, high value: Our procedures included:
to parent undertaking
and debt securities The amount of the * Test of details: We involved our valuation
in issue intercompany loan specialists to independently determine the fair value
receivable represents of the loan to the parent undertaking and the debt
Loan to parent 99% (December 2021: securities in issue at 31 December 2022.
undertaking 99%) of the Company's
(GBP 92.85 million; total assets.
31 December 2021: * We performed the test above rather than seeking to
GBP 114.55 million) The terms of the loan rely on any of the Company's controls because the
to parent are similar small number of transactions meant that substantive
to the debt securities testing is inherently the most effective means of
Debt securities in in issue. The fair obtaining audit evidence.
issue (GBP92.65 million value of debt
; 31 December 2021: securities
GBP114.36 million) in issue is based
on available quotes * We assessed whether the Company's disclosures in
Refer to page 21 from brokers and relation to fair value were in compliance with the
(Note 6) and page third-party relevant standards.
23 (Note 11) (financial transactions where
disclosure ) available. As a
result,
valuation is not at Our results:
a high risk of
material * We found the valuation of loans to parent undertaking
misstatement or and debt securities in issue, and the relevant
subject disclosures to be acceptable. (December 2021:
to significant acceptable)
judgement.
However, due to its
materiality in the
context of the
financial
statements, valuation
of loan to parent
undertaking and debt
securities in issue
is considered to be
an area that has the
greatest effect on
our audit.
========================= ======================== =================================================================
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Company financial statements as a whole was set at GBP0.94 million (2021: GBP1.14 million), determined with reference to a benchmark of total assets (of which it represents 1% (2021: 1%)). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2021: 75%) of materiality for the financial statements as a whole, which equates to GBP0.70 million (2021: GBP0.86 million). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Board any corrected or uncorrected identified misstatements exceeding GBP0.05 million (2021: GBP0.06 million), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality and performance materiality levels specified above and was all performed at the Company's head office in London.
We were able to rely upon the Company's internal control over financial reporting in several areas of our audit, where our controls testing supported this approach, which enabled us to reduce the scope of our substantive audit work; in the other areas the scope of the audit work performed was fully substantive.
4. Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").
We used our knowledge of the Company, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Company's available financial resources over this period was the availability of funding and liquidity. The liquidity position has been assessed by taking into account the forecast liquidity of the parent undertaking, and its ability to continue to pay the interest of the intercompany loan provided by the Company.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated by the Company's financial forecasts.
Our procedures also included an assessment of whether the going concern disclosure in note 1 to the financial statements gives a full and accurate description of the Directors' assessment of going concern.
Our conclusions based on this work:
-- we consider that the directors' use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
-- we have not identified, and concur with the directors'
assessment that there is not, a material uncertainty
related to events or conditions that, individually
or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for
the going concern period;
-- we found the going concern disclosure in note 1 to
be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
5. Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
-- Enquiring of members, and senior management and inspection
of policy documentation as to the Company's high-level
policies and procedures to prevent and detect fraud,
including the internal audit function, and the Company's
channel for "whistleblowing", as well as whether they
have knowledge of any actual, suspected or alleged
fraud;
-- Reading Board minutes; and
-- Using analytical procedures to identify any unusual
or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because of the limited opportunity to commit fraud due to the fact that revenue transactions are not complex and there are no judgmental aspects involved.
We did not identify any additional fraud risks.
We performed procedures including identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by senior finance management, those posted and approved by the same user, those posted to unusual accounts, and any unusual pairings identified.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Company's regulatory and legal correspondence and discussed with the Directors and other management the policies and procedures regarding compliance with laws and regulations.
As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity's procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: anti-bribery, and certain aspects of company legislation recognising the financial and regulated nature of the Company's activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
6. We have nothing to report on the other information in the Directors' Report and Financial Statements
The directors are responsible for the other information presented in the Directors' report and the Financial Statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work: we have not identified material misstatements in the other information.
Strategic report and directors' report
Based solely on our work on the other information:
-- we have not identified material misstatements in the
strategic report and the directors' report;
-- in our opinion the information given in those reports
for the financial year is consistent with the financial
statements; and
-- in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
7. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required 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.
We have nothing to report in these respects.
8. Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 6, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities .
The Company is required to include will be including these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. This auditor's report provides no assurance over whether the annual financial report has been prepared in accordance with that format.
9. The purpose of our audit work and to whom we owe our responsibilities
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.
Onisiforos Chourres (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
2 6 April 2023
Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
Note GBP GBP
------------------------------------------- ----- ------------- ------------
Interest income 2,101,387 355,247
------------------------------------------- ----- ------------- ------------
Interest expense (2,080,135) (344,304)
------------------------------------------- ----- ------------- ------------
Net interest income 21,252 10,943
------------------------------------------- ----- ------------- ------------
Revaluation of loan to parent undertaking 6 (21,699,361) 3,575,138
------------------------------------------- ----- ------------- ------------
Revaluation of debt securities in
issue 11 21,710,122 (3,588,681)
------------------------------------------- ----- ------------- ------------
Foreign exchange translation losses (5,411) (2,671)
------------------------------------------- ----- ------------- ------------
Profit/(loss) before tax 26,602 (5,271)
------------------------------------------- ----- ------------- ------------
Tax (charge)/credit 5 (7,099) 3,574
------------------------------------------- ----- ------------- ------------
Profit/(loss) for the financial
year 19,503 (1,697)
------------------------------------------- ----- ------------- ------------
Other comprehensive income - -
------------------------------------------- ----- ------------- ------------
Total comprehensive income for the
financial year 19,503 (1,697)
------------------------------------------- ----- ------------- ------------
All amounts are in respect of continuing activities.
The notes on pages 17 to 23 form an integral part of these financial statements
Balance Sheet
At 31 December 2022
2022 2022 2021 2021
Note GBP GBP GBP GBP
---------------------------- -------- ---------- ------------- --------- --------------
Non-current assets
Loan to parent undertaking 6 92,848,908 114,548,269
--------------------------------- --- ---------- ------------- --------- --------------
Current assets
--------------------------------- --- ---------- ------------- --------- --------------
Other financial assets 7 622,569 96,278
--------------------------------- --- ---------- ------------- --------- --------------
Cash and cash equivalents 8 265,057 250,897
--------------------------------- --- ---------- ------------- --------- --------------
887,626 347,175
--------------------------------- --- ---------- ------------- --------- --------------
Current liabilities
Current tax liability (4,490) (1,009)
--------------------------------- --- ---------- ------------- --------- --------------
Deferred tax liability 9 (37,915) (35,869)
--------------------------------- --- ---------- ------------- --------- --------------
Other financial liabilities 10 (620,572) (94,390)
--------------------------------- --- ---------- ------------- --------- --------------
Net current assets 224,649 215,907
--------------------------------- --- ---------- ------------- --------- --------------
Total assets less current liabilities 93,073,557 114,764,176
-------------------------------------------------- ------------- --------- --------------
Non-current liabilities
Subordinated Guaranteed
Notes 11 (92,649,367) (114,359,489)
--------------------------------- ---- --------- ------------- --------- --------------
Net assets 424,190 404,687
--------------------------------- ---- --------- ------------- --------- --------------
Shareholders' equity
Share capital 13 100,000 100,000
--------------------------------- ---- --------- ------------- --------- --------------
Retained earnings 324,190 304,687
--------------------------------- ---- --------- ------------- --------- --------------
Total shareholders'
equity 424,190 404,687
--------------------------------- ---- --------- ------------- --------- --------------
Approved by the Board of Directors and signed on its behalf on 26 April 2023 by:
Paul O'Leary, Director
The notes on pages 17 to 23 form an integral part of these financial statements
Statement of Changes in Equity
For the year ended 31 December 2022
Share Retained Total
Capital Earnings Equity
GBP GBP GBP
-------------------------------- --------- ---------- --------
At 31 December 2021 100,000 304,687 404,687
-------------------------------- --------- ---------- --------
Total comprehensive income for
the financial year - 19,503 19,503
-------------------------------- --------- ---------- --------
At 31 December 2022 100,000 324,190 424,190
-------------------------------- --------- ---------- --------
At 31 December 2020 100,000 306,384 406,384
-------------------------------- --------- ---------- --------
Total comprehensive income for
the financial year - (1,697) (1,697)
-------------------------------- --------- ---------- --------
At 31 December 2021 100,000 304,687 404,687
-------------------------------- --------- ---------- --------
The notes on pages 17 to 23 form an integral part of these financial statements
Cash Flow Statement
For the year ended 31 December 2022
2022 2021
Note GBP GBP
------------------------------------------- ----- ------------- ------------
Cash flow from operating activities
Net profit/(loss) for the financial
year 19,503 (1,697)
------------------------------------------- ----- ------------- ------------
Tax charge/(credit) 7,099 (3,574)
------------------------------------------- ----- ------------- ------------
Operating profit/(loss) before changes
in working capital and provisions 26,602 (5,271)
------------------------------------------- ----- ------------- ------------
Fair value movements of loans 21,699,361 (3,575,138)
------------------------------------------- ----- ------------- ------------
Fair value movements of debt securities (21,710,122) 3,588,681
------------------------------------------- ----- ------------- ------------
Cash from operations 15,841 8,272
------------------------------------------- ----- ------------- ------------
Taxation paid (1,574) (3,260)
------------------------------------------- ----- ------------- ------------
Net increase in debtors (526,289) (94,255)
------------------------------------------- ----- ------------- ------------
Net increase in financial liabilities 526,182 94,390
------------------------------------------- ----- ------------- ------------
Net cash from operating activities 14,160 5,147
------------------------------------------- ----- ------------- ------------
Net increase in cash and cash equivalents 14,160 5,147
------------------------------------------- ----- ------------- ------------
Cash and cash equivalents at beginning
of year 250,897 245,750
------------------------------------------- ----- ------------- ------------
Cash and cash equivalents at end
of year 8 265,057 250,897
------------------------------------------- ----- ------------- ------------
Interest receipts and payments during the year were as follows:
2022 2021
GBP GBP
------------------------------------------- ---------- --------
Interest received from parent undertaking 1,575,098 260,992
-------------------------------------------- ---------- --------
Interest paid to note holders 1,553,954 249,914
-------------------------------------------- ---------- --------
The notes on pages 17 to 23 form an integral part of these financial statements
Notes to the Financial Statements
(forming part of the Financial Statements)
For the year ended 31 December 2022
1. Accounting Policies
Rothschild & Co Continuation Finance PLC ("the Company") is a public limited company incorporated in England and Wales. The principal accounting policies which have been consistently adopted in the presentation of the financial statements are as follows:
a. Basis of preparation
The financial statements are prepared and approved by the Directors in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 (adopted "IFRS").
Functional and presentation currency
These financial statements are presented in sterling, which is the Company's functional currency.
Going concern
Management has performed an assessment to determine whether there are any material uncertainties that could cast significant doubt on the ability of the Company to continue as a going concern. No significant issues have been noted. In reaching this conclusion, management considered:
-- The financial impact of the uncertainty on the Company's
balance sheet; and
- The Company's liquidity position based on current and
projected cash resources. The liquidity position has
been assessed taking into account the forecast liquidity
of N.M. Rothschild & Sons Limited ("NMR") and its ability
to continue to pay the interest on the intercompany
loan provided by the Company. This included severe but
plausible downside scenarios for NMR as part of their
assessment including scenarios with a significant reduction
in revenues;
Based on the above assessment of the Company's financial position, the Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future (for a period of at least twelve months after the date that the financial statements are signed). Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Standards affecting the financial statements
There were no new standards or amendments to standards that have been applied in the financial statements for the year ended 31 December 2022.
Future accounting policies
A number of new standards, amendments to standards and interpretations are effective for accounting periods ending after 31 December 2022 and therefore have not been applied in preparing these financial statements. The Company has reviewed these new standards to determine their effects on the Company's financial reporting, and none are expected to have a material impact on the Company's financial statements.
b. Interest income and expense
Interest income and expense represents interest arising out of lending and borrowing activities. Interest income and expense is recognised in the income statement using the effective interest rate method.
c. Foreign currencies
Transactions in foreign currencies are accounted for at the exchange rates prevailing at the time of the transaction. Gains and losses resulting from the settlement of such transactions, and from the translation at period end exchange rates of monetary items that are denominated in foreign currencies, are recognised in the statement of comprehensive income.
d. Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise balances with other group companies that are readily convertible to cash and are subject to an insignificant risk of changes in value.
e. Taxation
Tax payable on profits is recognised in the statement of comprehensive income.
Deferred tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax is determined using tax rates and laws that are expected to apply when a deferred tax asset is realised, or when a deferred tax liability is settled.
f. Capital management
The Company is not subject to any externally imposed capital requirements.
g. Financial assets and liabilities
Financial assets and liabilities are recognised on trade date and derecognised on either trade date, if applicable, or on maturity or repayment.
i. Loans and advances
Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are initially recorded at fair value with any subsequent movement in fair value being recognised in the income statement.
ii. Financial liabilities
Subordinated Guaranteed Notes in issue are recorded at fair value with any changes in fair value recognised in the income statement. All other financial liabilities are recognised at amortised cost.
h. Accounting judgements and estimates
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the accounting policies.
Valuation of financial assets and liabilities
Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants. For financial instruments carried at fair value, market prices or rates are used to determine fair value where an active market exists (such as a recognised exchange), as this is the best evidence of the fair value of a financial instrument. Where no active market price or rate is available, fair values are estimated using inputs based on market conditions at the balance sheet date.
Deferred tax
The recoverability of deferred tax assets is based on management's assessment of the availability of future taxable profits against which the deferred tax assets will be utilised.
1. Financial Risk Management
The Company follows the financial risk management policies of the parent undertaking, N M Rothschild & Sons Limited. The key risks arising from the Company's activities involving financial instruments, which are monitored at the group level, are as follows:
_ Credit risk - the risk of loss arising from client or
counterparty default is not considered a significant
risk to the Company as all asset balances are with other
group companies as detailed in note 14 Related Party
Transactions.
_ Market risk - exposure to changes in market variables
such as interest rates, currency exchange rates, equity
and debt prices is not considered significant as the
terms of financial assets substantially match those
of financial liabilities.
_ Liquidity risk - the risk that the Company is unable
to meet its obligations as they fall due or that it
is unable to fund its commitments is not considered
significant as the risk has been transferred to NMR.
As the funds on-lent to NMR have the same maturity dates
as the notes issued, the Company's ability to meet its
obligations in respect of notes issued by it is affected
by NMR's ability to make payments to the Company.
2. Audit Fee
The amount receivable by the auditors and their associates in respect of the audit of these financial statements is GBP19,000 (2021: GBP14,000). The audit fee is paid on a group basis by N M Rothschild & Sons Limited.
3. Directors' Emoluments
None of the Directors received any remuneration in respect of their services to the Company during the year (2021: GBPnil).
4. Taxation
2022 2021
GBP GBP
----------------------------------------------- ------ --------
Current tax 5,053 (1,001)
----------------------------------------------- ------ --------
Deferred tax 2,046 (2,573)
----------------------------------------------- ------ --------
Total tax 7,099 (3,574)
----------------------------------------------- ------ --------
The tax charge can be explained as follows:
2022 2021
Note GBP GBP
------------------------------ ------ ------- --------
Profit/(loss) before tax 26,602 (5,271)
-------------------------------------- ------- --------
United Kingdom corporation
tax charge at 19% 5,053 (1,001)
-------------------------------------- ------- --------
Deferred tax (credit)/charge 2,046 (2,573)
-------------------------------------- ------- --------
Total tax 7,099 (3,574)
-------------------------------------- ------- --------
5. Non-Current Assets: Loan to Parent Undertaking
2022 2021
GBP GBP
------------------------ ------------- ------------
At beginning of period 114,548,269 110,973,131
------------------------ ------------- ------------
Fair value movements (21,699,361) 3,575,138
------------------------ ------------- ------------
At end of period 92,848,908 114,548,269
------------------------ ------------- ------------
Due
In 5 years or more 92,848,908 114,548,269
------------------------ ------------- ------------
In accordance with the business model assessment under IFRS 9, the loan to parent undertaking is a non-equity financial asset that doesn't meet SPPI requirements and has been classified at Fair Value Through Profit or Loss (FVTPL). The fair value of the EUR150,000,000 loan as at 31 December 2022 was GBP92,848,908 (2021: GBP114,548,269). On an amortised cost basis, the value of the loan at 31 December 2022 would be GBP133,027,075 (2021: GBP125,853,708). The fair values are based on the market value of the external debt securities (level 2).
The interest rate charged on the EUR150 million loan is EUR-TEC10-CNO plus 36 basis points, capped at 9.01 per cent, fixed on 05 February, 05 May, 05 August and 05 November each year. The maturity matches that of the subordinated guaranteed notes.
The interest rate on the above loan at 31 December 2022 was 3.12% (2021: 0.51%).
6. Current Assets: Other Financial Assets
2022 2021
GBP GBP
------------------------------------- ---------- ---------
Amounts owed by parent undertaking:
Interest receivable 622,569 96,278
------------------------------------- ---------- ---------
7. Cash and Cash Equivalents
At the year end the Company held cash of GBP265,057 (2021: GBP250,897) at the parent undertaking. Of this balance, GBP206,710 was held in a sterling account (2021: GBP208,282). The equivalent of GBP58,347 (2021: GBP42,615) was held in a euro account. The effective interest rate at 31 December 2022 was 0.0% (2021: 0.0%).
8. Deferred Income Taxes
2022 2021
GBP GBP
------------------------ --------- ---------
At beginning of period (35,869) (38,442)
------------------------ --------- ---------
Recognised in income
(Charge)/credit (2,046) 2,573
------------------------ --------- ---------
At end of period (37,915) (35,869)
------------------------ --------- ---------
Deferred tax assets less liabilities are attributable to the following items:
2022 2021
GBP GBP
--------------------------------------- ------------ ------------
Fair value of intra group loans 7,633,851 2,148,033
--------------------------------------- ------------ ------------
Fair value of subordinated guaranteed
notes in issue (7,671,766) (2,183,902)
--------------------------------------- ------------ ------------
(37,915) (35,869)
--------------------------------------- ------------ ------------
Both the intra-group loans and subordinated guaranteed notes in issue are taxed on an amortised cost basis of accounting and accordingly taxable/deductible temporary differences arise following the adoption of IFRS 9. Deferred tax is provided using rates that have been substantively enacted at the balance sheet date and that are expected to apply when the temporary difference is realised. The current UK corporation tax rate is 19 per cent.
9. Current Liabilities: Other Financial Liabilities
2022 2021
GBP GBP
------------------ -------- -------
Interest payable 620,572 94,390
------------------ -------- -------
10. Subordinated Guaranteed Notes
2022 2021
GBP GBP
------------------------ ------------- --------------
At beginning of period 114,359,489 110,770,808
------------------------ ------------- --------------
Fair value movements (21,710,122) 3,588,681
------------------------ ------------- --------------
At end of period 92,649,367 114,359,489
------------------------ ------------- --------------
Repayable
In 5 years or more 92,649,367 114,359,489
------------------------ ------------- --------------
The Company has elected to fair value through P&L the subordinated guaranteed notes, which as at 31 December 2022 was GBP92,649,367 (2021: GBP114,359,489), to significantly reduce the accounting mismatch from the corresponding loan to group undertaking which is classified as fair value through P&L. On an amortised cost basis, the value of the subordinated guaranteed notes in issue at 31 December 2022 would be GBP133,027,075 (2021: GBP125,853,708). Consistent with the prior period, the fair value was derived from quoted market prices at the balance sheet date. In accordance with IFRS 13 and due to a reduction in the frequency and volume of transactions observed in the immediate run up to the period end, the fair value is considered to be level 2 as at 31 December 2022 (2021: level 1).
The interest rate payable on the EUR150 million Perpetual Subordinated Notes is EUR-TEC10-CNO plus 35 basis points, capped at 9 per cent, fixed on 05 February, 05 May, 05 August and 05 November each year. From and including the interest payment date falling in August 2016 and every interest payment date thereafter, the Company may redeem all (but not some only) of the Perpetual Subordinated Notes at their principal amount.
The interest rate on the above notes at 31 December 2022 was 3.11% (2021: 0.50%).
11. Maturity of Financial Liabilities
The following table shows contractual cash flows payable by the Company on the perpetual subordinated notes, analysed by remaining contractual maturity at the balance sheet date. Interest cashflows on perpetual subordinated notes are estimated and shown up to five years only, with the principal balance being shown in the perpetual column.
3 months
or less 1 year 5 years
but not or less or less
payable but over but over
Demand on demand 3 months 1 year Perpetual Total
At 31(st) December GBP GBP GBP GBP GBP GBP
2022
----------------------- ------ --------- --------- ---------- ----------- -----------
Perpetual subordinated
notes - 1,034,286 3,102,857 16,548,568 133,027,075 153,712,786
----------------------- ------ --------- --------- ---------- ----------- -----------
3 months
or less 1 year 5 years
but not or less or less
payable but over but over
Demand on demand 3 months 1 year Perpetual Total
At 31st December GBP GBP GBP GBP GBP GBP
2021
----------------------- ------ --------- --------- ---------- ----------- -----------
Perpetual subordinated
notes - 157,317 471,951 2,517,074 125,853,708 129,000,050
----------------------- ------ --------- --------- ---------- ----------- -----------
12. Share Capital
2022 2021
GBP GBP
------------------------------------------- ---------- ----------
Authorised, allotted, called up and fully
paid
100,000 Ordinary shares of GBP1 each 100,000 100,000
------------------------------------------- ---------- ----------
13. Related Party Transactions
Parties are considered to be related if one party controls, is controlled by or has the ability to exercise significant influence over the other party. This includes key management personnel, the parent company, subsidiaries and fellow subsidiaries.
Amounts receivable from related parties at the year-end were as follows:
2022 2021
GBP GBP
------------------------------------------------- ----------- ------------
Cash and cash equivalents at parent undertaking 265,057 250,897
------------------------------------------------- ----------- ------------
Accrued interest receivable from parent
undertaking 622,569 96,278
------------------------------------------------- ----------- ------------
Loans to parent undertaking - at fair
value 92,848,908 114,548,269
------------------------------------------------- ----------- ------------
Amounts recognised in the statement of comprehensive income in respect of related party transactions were as follows:
2022 2021
GBP GBP
----------------------------------------- ---------- --------
Interest income from parent undertaking 2,101,387 355,247
----------------------------------------- ---------- --------
There were no loans made to Directors during the year (2021: none) and no balances outstanding at the year-end (2021: GBPnil). The Directors did not receive any remuneration in respect of their services to the Company. There were no employees of the Company during the year (2021: none).
14. Parent Undertaking, Ultimate Holding Company and Registered Office
The largest group in which the results of the Company are consolidated is that headed by Rothschild & Co Concordia SAS, incorporated in France, and whose registered office is at 23bis, Avenue de Messine, 75008 Paris. The smallest group in which they are consolidated is that headed by Rothschild & Co SCA, a French public limited partnership whose registered office is also at 23bis, Avenue de Messine, 75008 Paris. The accounts are available on Rothschild & Co website at www.rothschildandco.com.
The Company's immediate parent company is N. M. Rothschild & Sons Limited, incorporated in England and Wales and whose registered office is at New Court, St Swithin's Lane, London EC4N 8AL.
The Company's registered office is located at New Court, St Swithin's Lane, London EC4N 8AL.
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END
FR EAXLXASLDEFA
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April 28, 2023 04:47 ET (08:47 GMT)
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