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Name | Symbol | Market | Type |
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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 | |
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0.00 | 0.00% | 72.50 | 0 | 00:00:00 |
TIDM68WN
RNS Number : 6112R
Rothschilds Continuation FinancePLC
12 December 2016
Rothschilds Continuation Finance PLC
Half-yearly Report for the six-month period ended 30 September 2016
Interim Management Report
Summary of Important Events
Rothschilds 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 NMR's group (the Group). The Company raises finance typically by the issue of notes guaranteed by NMR, both under the terms of its GBP2,000,000,000 Euro Medium Term Note Programme, which was established on 20 February 2001, and separately as perpetual subordinated notes. Note issues are made from time to time, depending on the Group's funding requirements. As at 30th September 2016, only perpetual subordinated notes were in issue by the Company.
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 market risk exposure is limited to interest rate risk 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. The Company's principal credit risk is with NMR. Since notes issued by the Company have been guaranteed by, and funds have been on-lent to, NMR, 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.
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.
On 23 June 2016 the UK voted to leave the EU. At the date of signing these financial statements the Directors do not foresee any immediate impact on the Company but acknowledge the uncertainty that exists. The Directors will continue to keep this under review.
This half-yearly financial report has not been audited or reviewed by the Company's auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting; and - the interim management report includes a fair review of (i) the important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and (ii) the principal risks and uncertainties for the remaining six months of the financial year.
By Order of the Board
Peter Barbour
Director
12 December 2016
Condensed Interim Statement of Comprehensive Income
For the six months ended 30 September 2016
6 months 6 months to to 30 September 30 September 2016 2015 Note GBP GBP ------------------------------ ----- ------------- ------------- Interest income 511,946 583,692 ------------------------------ ----- ------------- ------------- Interest expense (506,659) (575,884) ------------------------------ ----- ------------- ------------- Foreign exchange translation gains/(losses) 16,805 (322) ------------------------------ ----- ------------- ------------- Profit before tax 22,092 7,486 ------------------------------ ----- ------------- ------------- Taxation 3 (4,416) (1,497) ------------------------------ ----- ------------- ------------- Profit for the financial period 17,676 5,989 ------------------------------ ----- ------------- ------------- Other comprehensive income - - ------------------------------ ----- ------------- ------------- Total comprehensive income for the financial period 17,676 5,989 ------------------------------ ----- ------------- -------------
Condensed Interim Statement of Changes in Equity
For the six months ended 30 September 2016
Retained Share Capital Earnings Total GBP GBP GBP ---------------------------- ---------------- ---------- -------- At 1 April 2016 100,000 171,009 271,009 ---------------------------- ---------------- ---------- -------- Total comprehensive income for the period - 17,676 17,676 ---------------------------- ---------------- ---------- -------- At 30 September 2016 100,000 188,685 288,685 ---------------------------- ---------------- ---------- -------- At 1 April 2015 100,000 151,482 251,482 ---------------------------- ---------------- ---------- -------- Total comprehensive income for the period - 5,989 5,989 ---------------------------- ---------------- ---------- -------- At 30 September 2015 100,000 157,471 257,471 ---------------------------- ---------------- ---------- --------
Condensed Interim Balance Sheet
At 30 September 2016
At 30 September At 31 March 2016 2016 2016 2016 Note GBP GBP GBP GBP --------------------------- ----- ---------- -------------- ---------- -------------- Non-current assets Loan to parent undertaking 4 129,154,469 118,732,883 --------------------------- ----- ---------- -------------- ---------- -------------- Current assets Cash and cash equivalents 6 295,974 274,077 --------------------------- ----- ---------- -------------- ---------- -------------- Other financial assets 5 110,499 183,211 --------------------------- ----- ---------- -------------- ---------- -------------- 406,473 457,288 --------------------------- ----- ---------- -------------- ---------- -------------- Current liabilities Current tax liability (9,298) (4,882) --------------------------- ----- ---------- -------------- ---------- -------------- Other financial liabilities 7 (108,490) (181,397) --------------------------- ----- ---------- -------------- ---------- -------------- Net current assets 288,685 271,009 --------------------------- ----- ---------- -------------- ---------- -------------- Total assets less current liabilities 129,443,154 119,003,892 --------------------------- ----- ---------- -------------- ---------- -------------- Non-current liabilities Debt securities in issue 8 (129,154,469) (118,732,883) --------------------------- ----- ---------- -------------- ---------- -------------- Net assets 288,685 271,009 --------------------------- ----- ---------- -------------- ---------- -------------- Shareholders' equity Share capital 10 100,000 100,000 --------------------------- ----- ---------- -------------- ---------- -------------- Retained earnings 188,685 171,009 --------------------------- ----- ---------- -------------- ---------- -------------- Total shareholders' equity 288,685 271,009 --------------------------- ----- ---------- -------------- ---------- --------------
Condensed Interim Cash Flow Statement
For the six months ended 30 September 2016
6 months to 6 months to 30 September 30 September 2016 2015 Note GBP GBP --------------------------------- ----- ------------- ------------- Cash flow from operating activities Net profit for the financial period 17,676 5,989 --------------------------------- ----- ------------- ------------- Taxation 4,416 1,497 --------------------------------- ----- ------------- ------------- Operating profit before changes in working capital and provisions 22,092 7,486 --------------------------------- ----- ------------- ------------- Cash generated from operations 22,092 7,486 --------------------------------- ----- ------------- ------------- Net cash from operating activities 22,092 7,486 --------------------------------- ----- ------------- ------------- Net (increase) in loans (10,348,874) (1,753,144) --------------------------------- ----- ------------- ------------- Net increase in debt securities in issue 10,348,679 1,753,057 --------------------------------- ----- ------------- ------------- Net cash flow (used in) financing activities (195) (87) --------------------------------- ----- ------------- ------------- Net increase in cash and cash equivalents 21,897 7,399 --------------------------------- ----- ------------- ------------- Cash and cash equivalents at 1 April 274,077 247,646 --------------------------------- ----- ------------- ------------- Cash and cash equivalents at 30 September 6 295,974 255,045 --------------------------------- ----- ------------- -------------
Interest receipts and payments during the period were as follows:
6 months to 6 months to 30 September 30 September 2016 2015 GBP GBP ------------------------------- ------------- ------------- Interest received from parent undertaking 584,658 510,232 ------------------------------- ------------- ------------- Interest paid to note holders 579,566 502,511 ------------------------------- ------------- -------------
The notes to the condensed interim financial statements form an integral part of the condensed interim financial statements.
Notes to the Condensed Interim
Financial Statements
(forming part of the Condensed Interim Financial Statements)
For the six months ended 30 September 2016
1. Basis of Preparation The condensed interim financial statements are prepared and approved by the Directors in accordance with IAS 34 Interim Financial Reporting. The condensed interim financial statements are prepared under the historical cost accounting rules and should be read in conjunction with the annual financial statements for the year ended 31 March 2016, which have been prepared in accordance with International Financial Reporting Standards. The accounting policies and methods of valuation are identical to those applied in the financial statements for the year ended 31 March 2016, with the exception of the cash and cash equivalents policy. The Company's immediate parent, N M Rothschild & Sons Limited, relinquished its UK deposit taking license on 19 September 2016. Therefore, the cash and cash equivalent balances held with the parent company are no longer classified as being held with a bank, but rather as a loan, repayable on demand with the parent. The liquidity of these balances remains unaffected and therefore still meet the definition of cash and cash equivalent in accordance with IAS 7. New accounting statements that are effective for the year ending 31 March 2017 have no impact on these condensed interim financial statements. 2. Directors' Emoluments
None of the directors received any remuneration in respect of their services to the Company during the period (2015: GBPnil).
3. Taxation 6 months to 6 months to 30 September 30 September 2016 2015 GBP GBP -------------------------------- ------------- ------------- Profit before tax 22,092 7,486 -------------------------------- ------------- ------------- United Kingdom corporation tax at 20% (2015: 20%) 4,418 1,497 -------------------------------- ------------- ------------- Prior year adjustment (2) - -------------------------------- ------------- ------------- Tax charged for the period 4,416 1,497 -------------------------------- ------------- ------------- 4. Non-current Assets: Loan to Parent Undertaking At 30 September At 31 March 2016 2016 GBP GBP ------------------------------------ ---------------- ------------ Amounts owed by parent undertaking EUR150,000,000 Perpetual floating rate subordinated loan 129,154,469 118,732,883 ------------------------------------ ---------------- ------------ Due In 5 years or more 129,154,469 118,732,883 ------------------------------------ ---------------- ------------
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 effective interest rate on the above loan was 0.55% (31 March 2016: 1.01%) and the fair value was GBP63,683,485 as at 30 September 2016 (31 March 2016: GBP53,014,232). The above loans were valued from quoted market prices of a similar intrument (level 2)
5. Current Assets: Other Financial Assets At 30 September At 31 March 2016 2016 GBP GBP ------------------------------------ ---------------- ------------ Amounts owed by parent undertaking Interest receivable 110,499 183,211 ------------------------------------ ---------------- ------------ 6. Cash and Cash Equivalents
At 30 September 2016 the Company had a loan, repayable on demand of GBP295,974 (31 March 2016: GBP274,077) at the parent undertaking. Of this balance, GBP86,865 (31 March 2016: GBP86,811) was held in a sterling account on which the effective interest rate at 30 September 2016 was 0.0% (31 March 2016: 0.25%). The equivalent of GBP209,109 (31 March 2016: GBP187,266) was held in a euro account on which the effective interest rate at 30 September 2016 was 0.0% (31 March 2016: 0.0%).
7. Current Liabilities: Other Financial Liabilities At 30 September At 31 March 2016 2016 GBP GBP ------------------ ---------------- ------------ Interest payable 108,490 181,397 ------------------ ---------------- ------------ 8. Non-current Liabilities: Debt Securities in Issue At 30 September At 31 March 2016 2016 GBP GBP ----------------------------- ---------------- ------------ Medium Term Notes Perpetual Subordinated Notes EUR150,000,000 129,154,469 118,732,883 ----------------------------- ---------------- ------------ Repayable In 5 years or more 129,154,469 118,732,883 ----------------------------- ---------------- ------------
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 effective interest rate on the above notes at 30 September 2016 was 0.54% (31 March 2016: 1.00%) and their fair value was GBP63,489,754 (31 March 2016: GBP52,836,133). The fair value was derived from the quoted market price at the balance sheet date (level 1).
9. 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 cash flows on perpetual subordinated notes are 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 on Demand demand 3 months 1 year Perpetual Total GBP GBP GBP GBP GBP GBP ----------------------- ------- --------- --------- ----------- ------------- ------------- Perpetual subordinated notes - 174,359 523,076 2,789,737 129,154,469 132,641,641 ----------------------- ------- --------- --------- ----------- ------------- ------------- 10. Share Capital At 30 September At 31 March 2016 2016 GBP GBP --------------------------------- ---------------- ------------ Authorised, allotted, called up and fully paid 100,000 Ordinary shares of GBP1 each 100,000 100,000 --------------------------------- ---------------- ------------ 11. 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 period end were as follows:
At 30 September At 31 March 2016 2016 GBP GBP ------------------------------ ---------------- ------------ Cash and cash equivalents at parent undertaking 295,974 274,077 ------------------------------ ---------------- ------------ Accrued interest receivable from parent undertaking 110,499 183,211 ------------------------------ ---------------- ------------ Loans to parent undertaking 129,154,469 118,732,883 ------------------------------ ---------------- ------------
Amounts recognised in the condensed statement of comprehensive income in respect of related party transactions were as follows:
6 months to 6 months to 30 September 30 September 2016 2015 GBP GBP ----------------------------- ------------- ------------- Interest income from parent undertaking 511,946 583,692 ----------------------------- ------------- -------------
There were no loans made to Directors during the year (2015: none) and no balances outstanding at the period end (2015: 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 period (2015: none).
12. Parent Undertaking and Ultimate Holding Company and Registered Office
The largest group in which the results of the Company are consolidated is that headed by Rothschild Concordia SAS, incorporated in France. The smallest group in which they are consolidated is that headed by Rothschild & Co SCA, a French public limited partnership.
The Company's immediate parent company is N M Rothschild & Sons Limited.
The Company's registered office is located at New Court, St Swithin's Lane, London, EC4N 8AL.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
December 12, 2016 10:48 ET (15:48 GMT)
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