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Half-year Report

12 Dec 2016 16:10

RNS Number : 6143R
Rothschilds Continuation Finance CI
12 December 2016
 

Rothschilds Continuation Finance (C.I.) Limited

Half-yearly Report for the six-month period ended 30 September 2016

 

Interim Management Report

Summary of Important Events

Rothschilds Continuation Finance (C.I.) Limited (the Company) is a wholly-owned subsidiary of Rothschilds Continuation Limited. The principal activity of the Company is the raising of finance for the purpose of lending it to companies who are members of the Rothschild Concordia SAS group. In the period ended 30 September 2016, £125,000,000 perpetual subordinated guaranteed 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 a fellow Group company, N M Rothschild & Sons Limited.

The Company's market risk exposure is limited to interest rate risk. Exposure to interest rate movements on the perpetual subordinated note issues has been passed to a fellow subsidiary N M Rothschild & Sons Limited (NMR) and parent undertaking Rothschilds Continuation Limited (RCL), as the issue proceeds have been on-lent to NMR and RCL at a fixed margin of 1/64 per cent 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 and RCL as the funds on-lent have the same maturity dates as the notes issued.

The Company's principal credit risk is with NMR and RCL. Since notes issued by the Company have been guaranteed by RCL, and funds have been on-lent to NMR and RCL. The Company's ability to meet its obligations in respect of notes issued by it is affected by NMR's and RCL'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 to

6 months to

30 September 2016

30 September 2015

Note

£

£

Interest income

5,650,362

5,651,535

Interest expense

(5,640,411)

(5,640,410)

Administrative expenses

(650)

-

Profit before tax

3

9,301

11,125

Income tax expense

4

(1,860)

(2,225)

Profit for the financial period

7,441

8,900

Other comprehensive income

-

-

Total comprehensive income for the financial period

7,441

8,900

 

Condensed Interim Statement of Changes in Equity

For the six months ended 30 September 2016

 

 

Share Capital

Retained Earnings

 

Total

£

£

£

At 1 April 2016

100,000

149,678

249,678

Total comprehensive income for the period

-

7,441

7,441

At 30 September 2016

100,000

157,119

257,119

At 1 April 2015

100,000

130,660

230,660

Total comprehensive income for the period

-

8,900

8,900

At 30 September 2015

100,000

139,560

239,560

 

Condensed Interim Balance Sheet

At 30 September 2016

At 30 September

At 31 March

2016

2016

2016

2016

Note

£

£

£

£

Non-current assets

Loans to group undertakings

5

125,000,000

125,000,000

Current assets

Debtors

6

3,668,001

1,389,395

Cash and cash equivalents

7

3,623,780

252,024

7,291,781

1,641,419

Current liabilities

Current tax payable

(6,615)

(4,755)

Other financial liabilities

8

(7,028,047)

(1,386,986)

Net current assets

257,119

249,678

Total assets less current liabilities

125,257,119

125,249,678

Non-current liabilities

Subordinated guaranteed notes

9

(125,000,000)

(125,000,000)

Net assets

257,119

249,678

Shareholders' equity

Share capital

11

100,000

100,000

Retained earnings

157,119

149,678

Total shareholders' equity

257,119

249,678

 

 

Condensed Interim Cash Flow Statement

For the six months ended 30 September 2016

6 months to

6 months to

30 September 2016

30 September 2015

Note

£

£

Cash flow from operating activities

Profit for the financial period

7,441

8,900

Income tax expenses

1,860

2,225

Operating profit before changes in working capital and provisions

 

9,301

 

11,125

Net (increase) in debtors

(2,278,606)

(2,278,607)

Net increase in other financial liabilities

5,641,061

5,640,410

Cash generated from operations

3,371,756

3,372,928

Net cash from operating activities

3,371,756

3,372,928

Net increase in cash and cash equivalents

3,371,756

3,372,928

Cash and cash equivalents at 1 April

252,024

251,935

Cash and cash equivalents at 30 September

7

3,623,780

3,624,863

 

Interest paid and received during the period were as follows:

6 months to

6 months to

30 September 2016

30 September 2015

£

£

Interest paid

0

0

Interested received

3,371,756

3,372,928

 

The notes to the condensed interim financial statements form an integral part of the condensed interim financial statements.

 

Notes to the Condensed InterimFinancial Statements

(forming part of the Condensed Interim Financial Statements)

For the six months ended 30 September 2016

1. Basis of preparation

 

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 equivalent policy. The Company's fellow subsidiary undertaking, 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 fellow subsidiary undertaking are no longer classified as being held with a bank, but rather as a loan, repayable on demand with the fellow subsidiary undertaking. The liquidity of these balances remains unaffected and therefore still meet the definition of a cash and cash equivalent in accordance with IAS 7. New accounting standards 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: £nil).

3. Profit Before Tax

6 months to

6 months to

30 September 2016

30 September 2015

£

£

Is stated after

i. Income

Income from loans to group undertakings

Parent undertaking

2,260,081

2,260,081

Fellow subsidiary undertaking

3,390,122

3,390,122

5,650,203

5,650,203

Other interest receivable from fellow subsidiary undertaking

159

1,332

5,650,362

5,651,535

ii. Charges

Interest payable on subordinated guaranteed notes

5,640,411

5,640,410

4. Taxation

6 months to

6 months to

30 September 2016

30 September 2015

£

£

Profit before tax

9,301

11,125

United Kingdom corporation tax at 20% (2015: 20%)

1,860

2,225

5. Loans to Group undertakings

Subordinated

Perpetual Loans

to Group Undertakings

£

At the beginning and end of the period

125,000,000

 

The interest rate charged on the subordinated perpetual loans to group undertakings is 9 1/64 per cent. The fair value of the loans was £153,249,875 as at 30 September 2016 (31 March 2016: £148,688,750). The above loans were valued from quoted market prices of a similar instrument (level 2).

6. Debtors

At 30 September

At 31 March

2016

2016

£

£

Amounts owed by parent undertaking

2,815,839

555,758

Amounts owed by fellow subsidiary undertaking

852,162

833,637

3,668,001

1,389,395

 

7. Cash and Cash Equivalents

At 30 September 2016 the Company had a loan, repayable on demand of £3,623,780 (31 March 2016: £252,024) to a fellow subsidiary undertaking. The Company receives interest at 0% (31 March 2016: 0.25%).

8. Other Financial Liabilities

At 30 September

At 31 March

2016

2016

£

£

Interest payable

7,027,397

1,386,986

Sundry Creditors

650

-

7,028,047

1,386,986

Interest is payable on the subordinated guaranteed notes at 9 per cent.

9. Subordinated Guaranteed Notes

At 30 September

At 31 March

2016

2016

£

£

£125,000,000 9% Perpetual

Subordinated Guaranteed Notes

125,000,000

125,000,000

 

The fair value of the subordinated guaranteed notes was £153,124,875 as at 30 September 2016 (31 March 2016: £148,543,750). The fair value was derived from the quoted market price at the balance sheet date (level 1).

10. Maturity of Financial Liabilities

The following table shows contractual cash flows payable by the Company on the subordinated guaranteed notes, analysed by remaining contractual maturity at the balance sheet date. Interest cash flows on the loan notes are shown up to five years only, with the principal balance being shown in the > 5yr column.

Demand

Demand - 3m

3m - 1yr

1yr - 5yr

>5 yr

Total

£

£

£

£

£

£

Loan notes in issue

-

-

11,250,000

45,000,000

125,000,000

181,250,000

11. Share Capital

At 30 September

At 31 March

2016

2016

£

£

Authorised

Ordinary shares of £1 each

100,000

100,000

Allotted, called up and fully paid

Ordinary shares of £1 each

100,000

100,000

12. 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 and fellow subsidiaries.

At 30 September

At 31 March

2016

2016

£

£

Subordinated perpetual loan to parent undertaking

50,000,000

50,000,000

Subordinated perpetual loan to fellow subsidiary undertaking

75,000,000

75,000,000

Amounts owed by parent undertaking

2,815,839

555,758

Amounts owed by fellow subsidiary undertaking

852,162

833,637

Cash and cash equivalents at fellow subsidiary undertaking

3,623,780

252,024

Amounts receivable from related parties at the period end were as follows:

 

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 2016

30 September 2015

£

£

Interest receivable from parent undertaking

2,260,081

2,260,081

Interest receivable from fellow subsidiary undertaking

3,390,281

3,391,454

 

There were no loans made to Directors during the period (2015: none) and no balances outstanding at year-end (2015: £nil). There were no employees of the Company during the year (2015: none).

13. 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 Rothschilds Continuation Limited.

The Company's registered office is located at St Julian's Court, St Peter Port, Guernsey, GY1 3BP.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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