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57MC Wellcome 4.625%

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Wellcome Trust Finance plc Annual Financial Report (6331R)

13/12/2016 7:00am

UK Regulatory


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RNS Number : 6331R

Wellcome Trust Finance plc

13 December 2016

Wellcome Trust Finance plc

Annual Report and Financial Statements

Wellcome Trust and Wellcome Trust Finance plc. (a wholly owned subsidiary of Wellcome Trust) announce that they have each published their Annual Report and Financial Statements for the year to 30 September 2016 today. A copy of each document is available on the Wellcome Trust website at: https://wellcome.ac.uk/what-we-do/reports.

Wellcome Trust has today issued the following press release in connection with the publication of its Annual Report and Financial Statements:

The Wellcome Trust is pleased to report that our investment portfolio recorded a total return of 18.8 per cent for the year to 30 September 2016, equating to GBP3.5 billion on an investment portfolio value of GBP18.3 billion at the start of the year. Cash payments in support of our mission were GBP749 million and the investment base rose to GBP20.9 billion.

We have returned over GBP13.5 billion (129 per cent cumulative, 10.9 per cent annualised) in the eight years since the start of the global financial crisis in September 2008, recording positive returns in each of these years. Returns have been 138 per cent cumulative (9.1 per cent annualised) over ten years and 446 per cent cumulative (8.9 per cent annualised) over 20 years. Since the inception of our investment portfolio in 1985, it has provided a total return averaging 13.8 per cent a year. We maintain a AAA/aaa (stable) credit rating.

Depending on actual investment returns, we aim to be able to commit at least GBP5 billion to our charitable mission over the next five years.

This year, we enjoyed double-digit returns from every asset class except property. Each major element of the portfolio (public equities, private equities, venture capital, hedge funds and property) has performed strongly over the longer term. Returns in Sterling were boosted by the sharp depreciation seen after the Brexit vote as we maintained the vast majority of our overseas exposure unhedged.

Baroness Manningham-Buller, Chair of the Trust, said: "I am pleased to report that, once again, our investments have done well, building on past investment decisions, and despite a turbulent market. Our charitable expenditure is now over 50 per cent more a year than it was five years ago in 2011 and more than double that of a decade ago."

Danny Truell, Managing Partner of the Investment Division at the Trust, added: "The portfolio has again performed well in a difficult environment for many investors. The decision to reduce home country bias and to diversify assets and geographical exposure has borne fruit. Although future investment returns are unlikely to match recent experience, we remain confident that the portfolio should generate sufficient cash flows to insulate the Trust from potentially more difficult conditions."

With the investment portfolio having grown in complexity over time and with more assets managed in-house, we have continued to strengthen our team, largely through internal promotions. To this end, we have recently moved away from having a sole Chief Investment Officer and have promoted Nick Moakes and Peter Pereira Gray to the roles of Managing Partners alongside Danny Truell, who remains a key part of the team.

Wellcome Trust Finance plc. further announces that a copy of its Annual Report and Financial Statements for the year ended 30 September 2016 has been submitted to the National Storage Mechanism, and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

In accordance with the Disclosure and Transparency Rules, the following information is taken from the Annual Report and Financial Statements for Wellcome Trust Finance plc. for the year ended 30 September 2016.

Wellcome Trust Finance plc

Annual Report and Financial Statements

Year ended 30 September 2016

Strategic Report

The Directors of Wellcome Trust Finance plc present their Strategic Report for the year ended 30 September 2016.

Strategy and Objectives

The principal activity of Wellcome Trust Finance plc (the "Company") is to meet its obligations relating to the bonds that it has previously issued on the London Stock Exchange and to continue to lend the proceeds to other group entities.

Review of the Business and Future Developments

The Company issued two tranches of bonds: GBP550 million on 25 July 2006 of 4.625% Guaranteed Bonds due July 2036 and GBP275 million on 28 May 2009 of 4.750% Guaranteed Bonds due May 2021 (the "Bonds"). The Bonds are listed on the London Stock Exchange. The obligations of the Company in relation to the Bonds are governed by Trust Deeds between the Company, The Wellcome Trust Limited, as trustee of the Wellcome Trust, and Citicorp Trustee Company Limited, as the trustee for the holders of the Bonds. The payment of all amounts due in respect of the Bonds is unconditionally and irrevocably guaranteed pursuant to the terms of a guarantee given by The Wellcome Trust Limited, as trustee of the Wellcome Trust; the guarantee is part of the Trust Deeds.

The Company loaned the proceeds from the Bonds issued to Wellcome Trust Group (the "Group") undertakings and receives interest on these loans.

The Company will continue to receive interest on the loans to group undertakings and pay interest on the bond liabilities for the foreseeable future.

Results for the Year

The Company made a profit of GBP3,463,413 (2015: GBP2,475,895) during the year ended 30 September 2016. As at 30 September 2016 the Company had net assets of GBP137,500,000 (2015: GBP137,500,000).

Key Performance Indicator

Due to the nature of the Company's operations, the key performance measures are that the Company meets all its legal obligations to the Bond holders and that the Company achieves sufficient return on its assets to be profitable, before any donations to the Wellcome Trust under Gift Aid. During the year the Company met all its legal obligations to the Bond holders and had profits before donations to the Wellcome Trust under Gift Aid.

Principal Risks and Uncertainties

The Directors of the Company implement policies to manage the inherent risks relating to the financial assets and liabilities of the Company.

The Directors have assessed for each financial asset and liability: the market risk, interest rate risk, liquidity risk, and credit risk exposure. The Company is not exposed to significant market risk or interest rate risk because the Company's main financial assets have fixed redemption values, fixed interest rates and fixed maturity dates, which match those of its financial liabilities. The liquidity risk of the Company is mitigated by the matching of the cash flows from the Company's financial assets and liabilities. Credit risk exposure of the Company's loans is reduced by the Company only advancing loans to entities within the Group. Credit risk exposure of the Company's remaining financial assets is reduced by stringent selection procedures for any external counterparties with which the Company transacts.

Due to the fixed nature of the Company's assets and liabilities, there is very little uncertainty to which the Company is exposed.

The Company's internal control and risk management is undertaken as part of the Wellcome Trust's processes. The key elements of this specifically applicable to the Company are:

-- delegation: there is a clear organisational structure with documented lines of authority and responsibility for control and documented procedures for reporting decisions, actions and issues; and

-- review: the Group Audit Committee reviews the effectiveness of the Company's internal control, its financial reporting process, the independence of its statutory auditors and its compliance with relevant statutory and finance regulations and advises the Directors of any relevant matters.

Corporate and Social Responsibility

Due to the nature of its activities the Company has a minimal environmental impact. Social responsibility of the Wellcome Trust Group is detailed in the Wellcome Trust Annual Report and Financial Statements, which are available at www.wellcome.ac.uk.

This report was approved by the Board of Directors and signed on its behalf on 12 December 2016 by:

Peter Pereira Gray

Director

12 December 2016

Directors' Report

Report of the Directors

The Directors of Wellcome Trust Finance plc present their report and the audited Financial Statements for the year ended 30 September 2016.

Future Developments

These are discussed in the Strategic Report.

Charitable Donations

The Company made charitable donations of GBP3,463,413 (2015: GBP2,475,895) to the Wellcome Trust (a charity registered in England under the UK Charities Act 2011 (registered charity number 210183)) under Gift Aid.

Financial risk management objectives and policies

These are discussed in the Strategic Report.

Employees

There are no employees of the Company (2015:nil).

The management and administration of the Company is undertaken by staff from the Wellcome Trust. The Wellcome Trust has not incurred any incremental staff costs due to the management of this Company.

Dividend

The Directors do not propose the payment of a dividend (2015: GBPnil).

Corporate Governance

The Company is limited by shares. Its governing documents are its articles of association. The shareholder of the company is The Wellcome Trust Limited, as trustee of the Wellcome Trust.

The Company is considered to be a wholly owned subsidiary of The Wellcome Trust Limited, as trustee of the Wellcome Trust. The Company is not subject to the requirements of the UK Corporate Governance Code because it does not have any equity shares listed on the London Stock Exchange. A statement on governance policies of the Group and of the Wellcome Trust is included in the Wellcome Trust's Annual Report and Financial Statements for the year ended 30 September 2016.

The Audit Committee, the Investment Committee and the internal audit function of the Wellcome Trust oversee all group entities.

The Company complies with all appropriate filing and information requirements of the Financial Conduct Authority.

Directors and their interests

The Directors of the Company who were in office during the year and up to the date of signing the Financial Statements were:

Nicholas Moakes

Peter Pereira Gray

Daniel Truell

None of the Directors held any beneficial interest in the shares of the Company or any interest in its parent company, The Wellcome Trust Limited, as trustee of the Wellcome Trust.

Each of the Directors is an employee of the Wellcome Trust and receives remuneration from the Wellcome Trust as an employee. No remuneration is paid to any Director for their services as a Director.

Directors' Indemnity Policy

The company is party to a group-wide Directors' and Officers' liability insurance policy which includes all of its current directors. There are no qualifying indemnity provisions (as defined in the Companies Act 2006) that benefit the Directors of the Company.

Statement of Directors' responsibilities

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 the Directors have prepared the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 the Financial Reporting Standards applicable in U.K. and Republic of Ireland. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these Financial Statements, the Directors are required to:

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and accounting estimates that are reasonable and prudent; 

-- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements;

-- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess a Company's performance, business model and strategy.

Each of the Directors, whose names are listed in the Director's Report confirm that, to the best of their knowledge:

-- the Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 the Financial Reporting Standards applicable in U.K. and Republic of Ireland, give a true and fair view of the assets, liabilities, financial position and result of the company; and

-- the Directors' report contained in this section of the Annual Report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that it faces.

Statement of disclosure of information to auditors

Each Director in office at the date of approving this report confirms that so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware and each Director has taken all the steps that ought to have been taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Independent Auditors

In accordance with Section 485 of the Companies Act 2006, a resolution dated 29 June 2016 was passed by the members appointing Deloitte LLP as auditors of the Company.

This report was approved by the Board of Directors and signed on its behalf on 12 December 2016 by:

Peter Pereira Gray

Director

12 December 2016

Independent Auditor's Report to the members of Wellcome Trust Finance plc

We have audited the financial statements of Wellcome Trust Finance plc (the "Company") for the year ended 30 September 2016 which comprise Statement of Income and Retained Earnings, Balance Sheet and the related notes 1 to 15. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-- give a true and fair view of the state of the Company's affairs at 30 September 2016 and of the Company's profit for the year then ended;

-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

   --      have been prepared in accordance with the requirements of the Companies Act 2006. 

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

   --      the financial statements are not in agreement with the accounting records and returns; or 
   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit. 

Calum Thomson (Senior statutory auditor)

for and on behalf of Deloitte LLP

Chartered Accountants and Statutory Auditor

London, United Kingdom

12 December 2016

Wellcome Trust Finance plc

Statement of Income and Retained Earnings

For the year ended 30 September 2016

 
                                            Year ended     Year ended 
                                          30 September   30 September 
                                   Note           2016           2015 
                                                           (restated) 
                                                   GBP            GBP 
--------------------------------  -----  -------------  ------------- 
 
 Turnover                           3       42,756,155     41,617,265 
 
 Cost of sales                            (39,242,139)   (39,104,315) 
 
 Administrative expenses            4         (50,603)       (37,055) 
 
 Operating profit                            3,463,413      2,475,895 
 
 Taxation                                            -              - 
 
 Profit on ordinary activities 
  after taxation                             3,463,413      2,475,895   * 
 
 Charitable donation - relating 
  to current year                          (3,463,413)    (2,475,895)   * 
 
 Retained profit/(loss) for                          -              - 
  the financial year 
--------------------------------  -----  -------------  ------------- 
 
 
 Opening shareholder's funds               137,500,000    137,500,000 
 
 Closing shareholder's funds               137,500,000    137,500,000 
--------------------------------  -----  -------------  ------------- 
 

* Due to a change to the accounting policy for the presentation of gift aid, the presentation of the Charitable donation of GBP2,475,895 for the year ending 30 September 2015 has been restated such that it is now presented as a distribution out of Profits on ordinary activities after taxation. It had previously been presented as an expense reducing Profit on ordinary activities after taxation. The change to the accounting policy was made following clarified accounting guidance produced by HMRC. This restatement has meant Profit on ordinary activities after taxation has increased to GBP2,475,895 in the year ending 30 September 2015 (previously presented as GBPnil). No other amounts have been amended. This has no impact on the net assets or financial performance of the Company.

All results are derived from continuing activities.

The Company has no other gains or losses other than the results for the financial year as set out above, and therefore no separate Statement of comprehensive income or Statement of changes in equity have been presented.

The notes form part of these Financial Statements.

Wellcome Trust Finance plc

Balance Sheet

As at 30 September 2016

 
                                                 Year ended      Year ended 
                                               30 September    30 September 
                                       Note            2016            2015 
                                                        GBP             GBP 
------------------------------------  -----  --------------  -------------- 
 
 Fixed assets 
 Loans to Group undertakings              8     703,398,684     702,977,117 
 
 Current assets 
 Loans to Group undertakings              8     245,500,000     245,500,000 
 Amounts owed by Group undertakings               4,813,601       1,557,405 
 Accrued interest on loans                        9,936,096       9,936,096 
 Prepayments                                         23,229          21,197 
 Cash at bank and in hand                             7,712          70,242 
                                                260,280,638     257,084,940 
 
 Creditors: amounts falling 
  due within one year                     9    (12,167,582)     (9,292,456) 
------------------------------------  -----  --------------  -------------- 
 Net current assets                             248,113,056     247,792,484 
------------------------------------ 
 
 Total assets less current 
  liabilities                                   951,511,740     950,769,601 
------------------------------------  -----  --------------  -------------- 
 
 Creditors: amounts falling 
  due after more than one 
  year                                    9   (814,011,740)   (813,269,601) 
 
 Net assets                                     137,500,000     137,500,000 
------------------------------------  -----  --------------  -------------- 
 
 Capital reserves 
 Called up share capital                 11     137,500,000     137,500,000 
 Profit and loss account                                  -               - 
 Total shareholders' funds               10     137,500,000     137,500,000 
------------------------------------  -----  --------------  -------------- 
 

The Company has no changes in equity during the year as set out above and therefore no separate statement of changes in equity has been presented.

The Financial Statements were approved by the Board of Directors and authorised for issue on 12 December 2016 and signed on its behalf by:

Peter Pereira Gray

Director

12 December 2016

Wellcome Trust Finance plc

Notes to the Financial Statements

For the year ended 30 September 2016

1. ACCOUNTING POLICIES

(a) Statement of compliance

The Company is incorporated in the United Kingdom under the Companies Act. The address of the registered office is given In the Administrative Details. The nature of the Company's operations and its principal activities are set out in the strategic report.

The Company is a wholly owned subsidiary of The Wellcome Trust Limited, as trustee of the Wellcome Trust, and is included in the Consolidated Financial Statements of the Wellcome Trust, which are publicly available.

The Financial Statements have been prepared on a going concern basis as well as in accordance with applicable UK accounting standards (UK Generally Accepted Accounting Practice), including Financial Reporting Standard 102 the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ("FRS 102"). This is the first year that the company has presented its results under FRS 102. The last financial statements under the UK GAAP were for the year ended 30 September 2015. The date of transition to FRS 102 was 1 October 2014. There have been no changes to the reported financial performance or financial position as a result of the transition to FRS 102.

The functional and presentational currency of the Company is considered to be pounds sterling. The majority of transactions are denominated in pounds sterling.

The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to financial instruments, the presentation of a Statement of Cash Flows and the Related Party disclosures. The equivalent disclosures relating to the exemptions have been included in the Consolidated Financial Statements of the Wellcome Trust.

(b) Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with FRS 102 requires the use of certain significant accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

Turnover

Turnover is interest derived from loans to Wellcome Trust Investment Limited Partnership and Wellcome Trust Investments 1 Unlimited, undertakings in the Group, and the Wellcome Trust. Income is calculated using the effective interest rate method and is recognised on an accruals basis.

Cost of sales

Expenditure is the effective interest on the Bond liabilities (as described in Bond Liabilities section below) and is recognised on an accruals basis.

Gift Aid

Distribution of Gift Aid is equal to estimated taxable profits of the company at the time of the approval of the financial statements. The Gift Aid paid within nine months of the balance sheet date is equal to the estimated taxable profits of the company at time of payment. Any difference between the Gift Aid donation accrued and the Gift Aid donation paid is recognised at the time of payment.

Taxation

Although subject to taxation, the Company does not pay UK Corporation Tax because its policy is to donate taxable profits as Gift Aid to the Wellcome Trust. Any foreign tax incurred through operating overseas is charged as it is incurred.

Subject to the above, current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Financial assets and liabilities

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial assets which qualify as basic financial instruments as laid out in FRS 102 paragraph 11.8, including trade and other receivables and cash and bank balances, are subsequently valued at amortised cost and assessed for impairment at the end of each reporting period.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when, a legally enforceable right exists to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Loans to Group undertakings

The loans to group undertakings are to Wellcome Trust Investment Limited Partnership, Wellcome Trust Investments 1 Unlimited and the Wellcome Trust, with fixed redemption value and fixed interest payments. The loans are not quoted in an active market. The loans were recognised initially at fair value and after initial recognition are measured at amortised cost using the effective interest method.

Bond Liabilities

The Bond liabilities relate to the 30-year corporate bonds issued by the Company in July 2006 and the 12-year corporate bonds issued by the Company in May 2009, listed on the London Stock Exchange (the "Bonds"). The initial measurement of the liability is equal to the proceeds of issue less all transaction costs directly attributable to the issue for each Bond. After initial recognition the liability is measured at amortised cost using the effective interest method. The Company is not required to, and therefore does not, recognise any adjustment to fair value in the Balance Sheet and Statement of Income and Retained Earnings.

Foreign Currencies

Transactions in currencies other than Sterling are recorded at the rate of exchange prevailing on the dates of the transactions. At each balance sheet date, recorded monetary assets and liabilities and balances carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. All realised and unrealised profits and losses arising on exchange are included in net profit or loss for the period.

2. SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company has made no significant accounting estimates and assumptions in the application of the Company's accounting policies.

3. TURNOVER

 
                                               2016         2015 
                                                GBP          GBP 
 
 Interest receivable on loans 
 to Group undertakings                   42,756,155   41,617,265 
 
                                         42,756,155   41,617,265 
        ------------------------------  -----------  ----------- 
 

Interest receivable on loans to Group undertakings in the UK (see note 8) is the effective interest on:

   --      Loan A to Wellcome Trust Investment Limited Partnership at a fixed rate of 4.75%; 
   --      Loan (new bond) to Wellcome Trust at fixed rate of 4.80%; and 
   --      Loan C to Wellcome Trust at fixed rate of 4.00%; 
   --      Loan D to Wellcome Trust Investments 1 Unlimited at fixed rate of 4.125%. 

4. ADMINISTRATIVE EXPENSES

 
                                            2016     2015 
                                             GBP      GBP 
 
 Auditors' remuneration                   12,000    9,348 
 Rating agency 
  fees                                    33,503   22,267 
 Tax compliance                              270      610 
 Other                                     4,830    4,830 
 
                                          50,603   37,055 
   ---      ---------------------------  -------  ------- 
 
 

Auditor's remuneration is solely in relation to the statutory audit of the Financial Statements.

5. EMPLOYEE INFORMATION

The Company has no employees. Personnel from the Wellcome Trust undertake the management and administration of the Company at no incremental cost to the Wellcome Trust.

6. REMUNERATION OF DIRECTORS

The Directors of the Company received no remuneration from the Company for their services. There were no Directors for whom retirement benefits are accruing under a money purchase or defined benefit scheme. The Company does not issue share options or offer any long-term incentive schemes, so there were no Directors who exercised share options during the year or became entitled to shares under a long-term incentive scheme.

7. TAX ON RESULT ON ORDINARY ACTIVITIES

The profits of the Company for the year will be paid under Gift Aid to the Wellcome Trust, a charity registered in England under the UK Charities Act 2011 (registered charity number 210183). There is no difference between retained profit/(loss) and taxable profits, so there is no provision required for deferred tax.

 
                                                    2016        2015 
                                                     GBP         GBP 
 
 Profit on ordinary 
  activities before tax                        3,463,413   2,475,895 
 
 Current tax charge 
  for the year: 
 Profit on ordinary activities 
  multiplied by standard rate                    692,683     507,558 
 of corporation tax in the 
  UK of 20% (2015: 20.5%) 
 
 Tax relief on 
  gift aid donations                           (692,683)   (507,558) 
 
 
 Total current                                         -           - 
 tax 
--------------------------------   ------     ----------  ---------- 
 
 

8. LOANS TO GROUP UNDERTAKINGS

 
                   Principal   Interest   Loan anniversary     Amortised     Amortised 
                      amount       rate               date          cost          cost 
                                    per                             2016          2015 
                                  annum 
                         GBP          %                              GBP           GBP 
 Current 
  Assets 
 Loan 
 A               245,500,000      4.750            25 July   245,500,000   245,500,000 
                 245,500,000                                 245,500,000   245,500,000 
   -----------  ------------  ---------  -----------------  ------------  ------------ 
 
 Fixed 
  Assets 
 Loan (new 
  bond)          275,000,000      4.800             28 May   272,898,684   272,477,117 
 Loan 
 C               280,500,000      4.000            25 July   280,500,000   280,500,000 
 Loan 
 D               150,000,000      4.125            25 July   150,000,000   150,000,000 
                 705,500,000                                 703,398,684   702,977,117 
   -----------  ------------  ---------  -----------------  ------------  ------------ 
 

Loans to Group undertakings are loans (the "Loans") to Wellcome Trust Investment Limited Partnership (Loan A), Wellcome Trust (Loan C and Loan (new bond)) and Wellcome Trust Investments 1 Unlimited (Loan D). The principal under Loan A is repayable on demand by the Company. The principal under Loan C and Loan (new bond) is repayable on agreement between the Company and Wellcome Trust. The principal under Loan D is repayable on agreement between the Company and Wellcome Trust Investments 1 Unlimited. The Loans have an agreed repayment date in 20 years (Loan A, Loan C and Loan D) and 5 years (Loan (new bond)). Each Loan has a fixed redemption value equal to the principal amount and a fixed interest rate.

9. CREDITORS

 
                                                    2016          2015 
                                                     GBP           GBP 
 
 Accruals and deferred 
  income                                          70,278        79,956 
 Gift Aid due to                               2,884,804             - 
  the Wellcome Trust 
 Bond liabilities                              9,212,500     9,212,500 
 Total creditors: amounts falling 
  due within one year                         12,167,582     9,292,456 
-----------------------------------------   ------------  ------------ 
 
 Bond liabilities                            272,890,963             - 
 Falling due between                         272,890,963             - 
  one and five years 
---------------------------------------     ------------  ------------ 
 
 Bond liabilities                            541,120,777   813,269,601 
 Falling due after 
  five years                                 541,120,777   813,269,601 
--------------------------------------      ------------  ------------ 
 
 Total creditors: amounts falling 
  due after one year                         814,011,740   813,269,601 
-----------------------------------------   ------------  ------------ 
 

The Bond liabilities are stated at the amortised cost using the effective interest method for the GBP550 million 4.625% Guaranteed Bonds due July 2036 ("GBP550 million Bonds"), issued by the Company on 25 July 2006, and the GBP275 million 4.750% Guaranteed Bonds due May 2021 ("GBP275 million Bonds"), issued by the Company on 28 May 2009. The Bond liabilities falling due within one year are the unpaid coupon interest accrued for the year to 30 September 2016 for each Bond. The interest payment to the Bond holders is at a fixed rate of 4.625% per annum (GBP550 million Bonds) and 4.750% per annum (GBP275 million Bonds) and is paid in arrears on 25 July or 28 May respectively each year until repayment of the Bond principals.

The obligation of the Company on the Bonds is governed by a Trust Deed dated 25 July 2006 (GBP550 million Bonds) or 28 May 2009 (GBP275 million Bonds) between the Company, The Wellcome Trust Limited, as trustee of the Wellcome Trust, and Citicorp Trustee Company Limited, as the trustee for the holders of the Bonds (the "Trust Deed" and the "new Trust Deed" respectively). The payment of all amounts due in respect of the Bonds is unconditionally and irrevocably guaranteed pursuant to the terms of a guarantee given by The Wellcome Trust Limited, as trustee of the Wellcome Trust; the guarantee is part of the Trust Deed and the new Trust Deed.

10. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

 
                                                2016                            2015 
                                                 GBP                             GBP 
 
 As at 1 
  October                                137,500,000                     137,500,000 
 
 As at 30 
 September                               137,500,000                     137,500,000 
---------------       ------------------------------  ------------------------------ 
 

11. CALLED UP SHARE CAPITAL

 
                                                                     2016                           2015 
                                    Number                            GBP                            GBP 
 
 Authorised ordinary 
 shares of GBP1 each           137,500,000                    137,500,000                    137,500,000 
---------------------------   ------------  -----------------------------  ----------------------------- 
 
 Issued and fully paid 
  ordinary shares of GBP1 
  each                         137,500,000                    137,500,000                    137,500,000 
----------------------------  ------------  -----------------------------  ----------------------------- 
 

12. RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption contained in FRS 102 Section 33 paragraph 33.1A3 "Related Party Disclosures", which exempts it from disclosing details of transactions with the Wellcome Trust and its subsidiary undertakings, as the Company and its related undertakings with whom it may have transactions are wholly owned subsidiaries of the Wellcome Trust.

13. FINANCIAL INSTRUMENTS

The Company's financial instruments comprise the loans to Group undertakings and the liability arising from the issue of the Bonds. The Company's loans are non-derivative financial assets with fixed payments which are not available for sale. The Bond liability is a non-derivative financial liability with a fixed redemption value, fixed interest rate and fixed maturity date. The Company has not undertaken any trading in financial instruments during the year.

The financial instruments issued by, or held by, the Company are Sterling denominated and at fixed interest rates and carry no foreign exchange risk or interest rate risk.

The key risks relating to the financial instruments held by the Company are the credit risk and liquidity risk of the counterparties Wellcome Trust Investment Limited Partnership, Wellcome Trust Investments 1 Unlimited and the Wellcome Trust in relation to the loans to Group undertakings. These risks are in respect of the Wellcome Trust Investment Limited Partnership's, Wellcome Trust Investments 1 Unlimited's and the Wellcome Trust's ability to meet the interest and principal payments as they fall due. The total value exposed to credit risk as at 30 September 2016 is GBP963.7 million (2015: GBP960.0 million), which comprises the value of the loans to Group undertakings, amounts owed by Group undertakings, accrued interest on loans and cash at bank and in hand.

Credit risk exposure of the Company's loans is reduced by the Company only advancing loans to entities within the Group. Credit risk exposure of the Company's remaining financial assets is reduced by stringent selection procedures for any external counterparties with which the Company transacts.

The following tables detail the maturity of the Company's undiscounted contractual payments as at 30 September:

Contractual payments falling due within one year

 
                       2016                                 2015 
 
                        Three      Between        Total      Three      Between        Total 
                       months        three                  months        three 
                      or less       months                 or less       months 
                                   and one                              and one 
                                      year                                 year 
 
                          GBP          GBP          GBP        GBP          GBP          GBP 
------------------  ---------  -----------  -----------  ---------  -----------  ----------- 
 
 Accruals 
  and deferred 
  income               70,278            -       70,278     79,956            -       79,956 
 Gift Aid 
  due to the 
  Wellcome 
  Trust                     -    2,884,804    2,884,804          -            -            - 
 Bond liabilities           -   38,500,000   38,500,000          -   38,500,000   38,500,000 
 
 Contractual 
  payments 
  falling due 
  within one 
  year                 70,278   41,384,804   41,455,082     79,956   38,500,000   38,579,956 
------------------  ---------  -----------  -----------  ---------  -----------  ----------- 
 

Contractual payments falling due after one year

 
                        2016                                        2015 
 
                         Between         After           Total       Between           After           Total 
                             two          five                           two            five 
                             and         years                           and           years 
                            five                                        five 
                           years                                       years 
 
                             GBP           GBP             GBP           GBP             GBP             GBP 
------------------  ------------  ------------  --------------  ------------  --------------  -------------- 
 
 Bond liabilities    429,000,000   931,562,500   1,360,562,500   154,000,000   1,245,062,500   1,399,062,500 
 
 Contractual 
  payments 
  falling 
  due after 
  one year           429,000,000   931,562,500   1,360,562,500   154,000,000   1,245,062,500   1,399,062,500 
------------------  ------------  ------------  --------------  ------------  --------------  -------------- 
 

Gift Aid payments are made under a Deed of Covenant dated 11 September 2008 which can be terminated by the Company at any time.

14. COMMITMENTS

The Company has no outstanding commitments at 30 September 2016 (2015: GBPnil).

15. ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The Company is a company limited by shares. Its sole shareholder is The Wellcome Trust Limited, as trustee of the Wellcome Trust, whose place of business is Gibbs Building, 215 Euston Road, London, United Kingdom. The Company is considered a wholly owned subsidiary of the Wellcome Trust for accounting purposes and its assets and liabilities have been consolidated with those of the Wellcome Trust as required by section 9 of FRS 102.

The ultimate parent undertaking and controlling party is the Wellcome Trust, which is the parent undertaking of the smallest and largest group to consolidate these Financial Statements.

Copies of the Wellcome Trust Annual Report and Financial Statements 2016 are available from the Trust's website (www.wellcome.ac.uk) or from the company secretary.

Wellcome Trust Finance plc

Administrative Details

As at 30 September 2016

Directors

Nicholas Moakes

Peter Pereira Gray

Daniel Truell

Company Secretary

Susan Wallcraft (resigned 29 April 2016)

Andrew Cossar (appointed 29 April 2016)

Registered Company Number

5857955

Registered Office

Gibbs Building

215 Euston Road

London

NW1 2BE

Independent Auditor

Deloitte LLP

Chartered Accountants and Statutory Auditor

Hill House

1 Little New Street

London

EC4A 3TR

Banker

HSBC Bank plc

31 Holborn Circus

Holborn

London

EC1N 2HR

This information is provided by RNS

The company news service from the London Stock Exchange

END

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