Corporate structure & financing of IDS plc12 Apr 2023 21:56
This is quite detailed but useful to know. Until 2021 the immediate company under Royal Mail plc (now renamed IDS plc), being the ultimate Topco, was Royal Mail Group Limited (RMGL). RMGL contained (and still contains) all material elements of RM operations in the UK. In addition, it had/has a few UK subsidiaries which didn’t/don’t do very much (the most important one, I think, holding vacant land RM is selling to developers). However, crucially it also owned Royal Mail Investments Limited. This was the UK company that held the GLS operations as it owned Global Logistics B.V., a Dutch holding company, which in turn owned/owns the various component companies of the GLS subgroup operating in many different companies.
In 2021 there was an internal restructuring whereby Royal Mail Investments Limited (renamed RMGLS Limited) was flipped up to be the intermediate holding company under IDS plc and so it became the owner of RMGL, it’s former parent company. As outlined before, RMGLS already owned the GLS subgroup but now also became the owner of all RM operations through owning RMGL. In other words the group structure became that rather than RMGL owning all RM/GLS operations, RM and GLS operations now sit side by side within the group structure. This was designed to separate the two sides of the business.
Within this is the issue of the Eurobond money. IDS has two Eurobonds each for £400m+, one due 2024, the other 2026 and totalling almost £900m. These Eurobonds, issued some time in the past, are borrowings/liabilities of IDS plc and the money was previously lent down into RMGL presumably for capex for both the RM and GLS sides of the business (plus probably GLS acquisitions). The inter company lending did not reflect the terms of the Eurobonds and was at call. In other words IDS can demand it’s money back from RMGL immediately. At March 2022 RMGL had negative current liabilities of around £500m (within that £800m cash). Both amounts will have deteriorated significantly since. RMGL (being the RM business) therefore lives on at the discretion of the IDS directors not calling the £900m owed.
The IDS directors have fiduciary duties to IDS, the company. They have no fiduciary duties to the group - that is an accounting concept not a legal one. Therefore, it seems to me that they have a legal duty to safeguard the collection of the £900m lent inter company to RMGL and if they see RGML’s solvency position deteriorating through losses such that it might not be paid would be obliged to act (call administration). As noted above RMGL no longer owns the GLS side of the group so no salvation there.