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68WN Roth.c.f.nts14

72.50
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27 Dec 2024 - Closed
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Name Symbol Market Type
Roth.c.f.nts14 LSE:68WN London Bond
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Rothschilds Continuation FinancePLC Half-year Report (6112R)

12/12/2016 3:48pm

UK Regulatory


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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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