PMGR SECURITIES 2025 PLC PMGR SECURITIES 2025 PLC
Annual Financial Report for the period ended to 31 December 2021
The Directors present the Annual Financial Report of PMGR Securities 2025 PLC (the "Company") for the period from incorporation on 21 October 2020 to 31 December 2021 (the "Annual Report").
A copy of the Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report is also available to view and download from the Company's website, www.globalrenewablestrust.com/documents. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
The information set out below does not constitute the Company's statutory accounts for the period ended 31 December 2021 but is derived from those accounts. Statutory accounts for the period ended 31 December 2021 will be delivered to the Registrar of Companies in due course. The Auditors have reported on those accounts: their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
The following text is copied from the Annual Report & Accounts:
PRINCIPAL OBJECTIVE
To provide Zero Dividend Preference Shares (“ZDP Shares”) with a predetermined final capital entitlement.
DIRECTORS
Gillian Nott OBE (Chairman) (appointed 2 November 2020)
Victoria Muir (appointed 2 November 2020)
Melville Trimble (appointed 2 November 2020)
Alexander Haynes (appointed 21 October 2020, resigned 2 November 2020)
Nicholas Horton (appointed 21 October 2020, resigned 2 November 2020)
COMPANY SECRETARY AND REGISTERED OFFICE
Link Company Matters Limited
6th Floor, 65 Gresham Street
London, EC2V 7NQ
United Kingdom
REGISTERED NUMBER
12964714
Registered in England and Wales
Strategic Report
for the period from 21 October 2020 (the date of incorporation) to 31 December 2021
The Directors present the Annual Report and the Audited Financial Statements of PMGR Securities 2025 PLC, registered in England and Wales number 12964714 (the “Company”) for the period from 21 October 2020 (the date of incorporation) to 31 December 2021. The Company’s registered office is 6th Floor, 65 Gresham Street, London, EC2V 7NQ.
Business Model and Strategy
Parent Company
The Company is a wholly owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent Company”).
Objective and principal activity
The Company’s principal objective is to provide Zero Dividend Preference Shares (“ZDP Shares“) with a predetermined final capital entitlement. The principal activity of the Company is to be the issuer of ZDP Shares.
Key performance indicator
The key performance indicator of the Company is the ZDP Share Cover. This is based on the Parent Company’s Gross Assets less Current Liabilities divided by its shareholders’ funds at the end of each year (the ZDP Shares will have a final capital entitlement of 127.6111p on 28 November 2025, equivalent to a gross redemption yield of 5.00%, subject to there being sufficient capital in the Parent Company).
At 31 December 2021 the ZDP Share Cover was 2.74 times.
Principal risks
The principal financial risks the Company faces can be found in note 9 to the Financial Statements. The Board considers that the material financial risk which the Company faces is the ability to repay the final capital entitlement of the ZDP Shares, which is dependent on the recoverability of the debt from the Parent Company.
Final capital entitlement – the ZDP Shares offer a pre-determined rate of growth in capital entitlement to be paid on 28 November 2025.
Directors’ duties- section 172 statement
Under Section 414(a) of the Companies Act 2006 (the “Act”), the Company is required to include a statement describing how the Directors have performed their duty under Section 172 of the Act to promote the success of the Company, for the benefit of the shareholders, giving careful consideration to the wider stakeholders’ interests and the environment in which it operates. The Board notes that the Company provides a service, i.e. holds ZDP Shares on behalf of the Parent Company, as such the Directors discharge their responsibilities under Section 172 requirements for the Group as a whole. Further details of how the Directors have performed their duty under Section 172 are contained within the Annual Report of the Parent Company. The full Annual Report can be found on the website, www.globalrenewablestrust.com/documents/
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Act to detail information about employees, environmental, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company has no employees and the Board is comprised entirely of non-executive Directors. Day-to-day management of the Company and the Parent Company is delegated to the Investment Manager, details of the management agreement are set out in the Parent Company Annual Report. The Company itself has no environmental, human rights or community policies. However, in carrying out its activities in relationships with external parties, by way of the Parent Company, the Company aims to conduct itself responsibly, ethically and fairly.
Future prospects
As the sole objective for the entity is to hold Zero Dividend Preference Shares, it is the Directors’ intention to cease trading and place the Company into liquidation following the settlement of the ZDP Shares on 28 November 2025.
For and on behalf of the Board
Gillian Nott OBE
Chairman
8 March 2022
Directors’ Report
The Directors present their Report and the audited financial statements of the Company for the period from 21 October 2020 (the date of incorporation) to 31 December 2021. The Company’s registered office is 6th Floor, 65 Gresham Street, London, EC2V 7NQ and the registered number is 12964714.
Business Review
This section of the Directors’ Report provides a review of the Company’s business.
Share capital
The Company has one class of share which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 ordinary shares issued at £1 which have been 25% called.
Assets
The Company’s total assets comprise an amount of £15,040,000 receivable from the Parent Company.
Retained earnings and dividend
The result after taxation for the period amounted to £nil. The Directors have not declared a dividend in respect of the period.
Directors
The Directors of the Company who were in office during the period and up to the date of signing the financial statements were:
Gillian Nott OBE (Chairman) (appointed 2 November 2020)
Victoria Muir (appointed 2 November 2020)
Melville Trimble (appointed 2 November 2020)
Alexander Haynes (appointed 21 October 2020, resigned 2 November 2020)
Nicholas Horton (appointed 21 October 2020, resigned 2 November 2020)
Compliance with the UK Corporate Governance Code
The Company has not voluntarily applied the UK Corporate Governance Code issued by the Financial Reporting Council.
The Board meets at least quarterly to consider strategic affairs including the approval of the half yearly report and the annual report and accounts.
In the Directors’ opinion, the interests of the Company and its shareholders are adequately covered by the governance procedures applicable to its Parent Company, Premier Miton Global Renewables Trust PLC. For example, the Parent Company’s Audit Committee considers the financial reporting procedures and oversees the internal control and risk management systems for the Group as a whole and the Directors see no benefit in convening a separate Audit Committee or any other committee for the Company. An overview of the Group’s internal control and risk management systems are set out in the Parent’s report and accounts.
Going concern
The Directors consider that the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due. The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles. As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these financial statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Further information is provided in note 2.1 of the financial statements.
Financial risk management
Further information on the Company’s financial instruments and the main risks arising from these are provided in note 9 of the financial statements.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Reappointment of Auditors
The present auditor, KPMG LLP, have expressed their willingness to continue in office and in accordance with Section 487(2) of the Companies Act 2006, will be deemed to be re-appointed. However, pursuant to Section 488 of the Act, any member(s) representing at least 5% of the Company’s total voting rights may prevent the deemed re-appointment by depositing a notice to that effect (either in hard copy or electronic format) not later than 28 days after the dispatch of the Annual Report and financial statements to members.
By order of the Board
Gillian Nott OBE
Chairman
8 March 2022
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual 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 they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards and applicable law.
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 its profit or loss for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• state whether they have been prepared in accordance with UK-adopted international accounting standards;
• assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Strategic and Directors’ Reports include a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
For and on behalf of the Board
Gillian Nott OBE
Chairman
8 March 2022
Income Statement
for the period from 21 October 2020 (the date of incorporation) to 31 December 2021
|
For the period from 21 October 2020 (the date of incorporation) to 31 December 2021 | ||
| Notes | £000 | |
| Finance income | 773 | |
| Finance costs | 4 | (773) |
| Result before taxation | – | |
| Taxation | 5 | – |
| Result for the period | – |
All items derive from continuing operations; the Company does not have any other recognised gains or losses.
The notes on pages 16 to 22 form part of these financial statements.
Balance Sheet
at 31 December 2021
| 31 December 2021 | ||
| Notes | £000 | |
| Current assets | ||
| Amount due from Parent Company | 6 | 50 |
| Non current assets | ||
| Amount due from Parent Company | 6 | 14,990 |
| Total assets | 15,040 | |
| Creditors: amounts falling due after more than one year | ||
| Other financial liabilities | 7 | (14,990) |
| Net assets | 50 | |
| Equity attributable to Ordinary Shareholders | ||
| Share capital | 10 | 50 |
| Revenue Reserve | – | |
| Total equity attributable to Ordinary Shareholders | 50 |
The financial statements on pages 12 to 22 of PMGR Securities 2025 PLC, company number 12964714, were approved by the Board on 8 March 2022 and were signed on its behalf by:
Gillian Nott OBE
Chairman
8 March 2022
The notes on pages 16 to 22 form part of these financial statements.
Statement of Changes in Equity
for the period from 21 October 2020 (the date of incorporation) to 31 December 2021
| Ordinary | |||
| Share | Revenue | ||
| Capital | Reserve | Total | |
| 2021 | 2021 | 2021 | |
| £000 | £000 | £000 | |
| Balance at 21 October 2020 | – | – | – |
| Issue of Ordinary shares | 50 | – | 50 |
| Result for the period | – | – | – |
| Balance at 31 December 2021 | 50 | – | 50 |
The notes on pages 16 to 22 form part of these financial statements.
Cashflow Statement
for the period from 21 October 2020 (the date of incorporation) to 31 December 2021
The Company does not have its own bank account therefore a cashflow statement has not been prepared.
The notes on pages 16 to 22 form part of these financial statements.
Notes to the Financial Statements
for the period from 21 October 2020 (the date of incorporation) to 31 December 2021
1. GENERAL INFORMATION
PMGR Securities 2025 PLC (the “Company”) was incorporated in England and Wales on 21 October 2020 and is a wholly owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent”) which is an investment trust registered in England and Wales. The Company commenced operation on 30 November 2020 as part of the reconstruction of the Parent when it issued 14,217,339 New Zero Dividend Preference Shares.
The company’s principal objective is to provide the ZDP Shares with a predetermined final capital entitlement.
The financial statements are prepared for the period from 21 October 2020 (the date of incorporation) to 31 December 2021.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation
The financial information for the period ended 31 December 2021 has been prepared in accordance with UK-adopted International Accounting Standards and the Companies Act 2006. These comprise standards and interpretations of the International Accounting Standards and Standing Interpretations Committee as approved by the International Accounting Standards Committee (“IASC”) that remain in effect.
The Directors consider that the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due.
The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles and, while it remains liable to make any payment under this agreement, the Parent Company expect to meet all costs and expenses incurred in relation to the operation of the subsidiary.
The Board considered the Parent Company’s going concern assessment which focused on the liquidity of the Parent Company and its ability to provide support for the subsidiary for a period of at least 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due for that period. As part of this assessment, the Board of the Parent Company has considered plausible downside scenarios as set out below:
• A material fall in equity markets caused by increases in interest rates.
• The Parent Company’s investments may be subject to higher financial costs and adverse movements in valuation metrics as a result.
• The impact of higher inflation on the ability of Parent Company’s investments held to maintain their earnings in real terms.
• The volatility of energy and other relevant commodity prices which may result in changes to revenues in portfolio companies of the Parent Company.
As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these financial statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
The functional currency of the Company is Sterling as this is the currency of the primary economic environment in which the Company operates. Accordingly, the financial statements are presented in Sterling rounded to the nearest thousand pounds.
The Company does not have any bank account, movements are due to accruals of finance income and interest. Therefore the Company has opted not to present a Cashflow Statement.
At the date of authorisation of these financial statements the following relevant standards and amendments to standards, which have not been applied in these financial statements, were in issue but not yet effective:
• IFRS 17, ‘Insurance contracts’ (effective for accounting periods on or after 1 January 2023)
• Amendments to IAS1 ‘Classification of liabilities as current or non-current’ (effective for accounting periods on or after 1 January 2023)
• Amendments to IAS 8 ‘Definition of Accounting Estimates’ (effective for accounting periods on or after 1 January 2023)
• Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of Accounting Policies’ (effective for accounting periods on or after 1 January 2023)
• Amendments to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’ (effective for accounting periods on or after 1 January 2023.
The Company does not believe that there will be a material impact on the financial statements or the amounts reported from the adoption of these standards.
The following interpretation is effective for annual periods beginning on or after 1 January 2021 and has not been applied in preparing these financial statements. This has not had a significant effect on the measurement of the amounts recognised in the financial statements of the Company.
IFRS 9, IAS 39, IFRS 7, IFRS 16 and IFRS 4: Interest Rate Benchmark Reform – phase 2 (amended) (effective for accounting periods on or after 1 January 2021).
There is no material impact on the Company in relation to the adoption of this standard.
2.2 Use of Estimates
The preparation of Financial Statements requires the Company to make estimates and assumptions that affect the items reported in the Balance Sheet and Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the Financial Statements. Although these estimates are based on the Board’s best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company’s actual results may ultimately differ from those estimates, possibly by a significant amount.
The area requiring the most significant judgment and estimation in the preparation of the financial statements is the accounting through the Income Statement of the parent contribution to the Company to enable the Company to repay the ZDP shareholders on the repayment date. The parent’s contribution towards the issue cost of the ZDP Shares and redemption proceeds has been treated through the Income Statement and recognised over the life of the loan as the Company provides financing services to the parent and in return is due to receive reimbursement of any costs and expense as and when they fall due. The policy for interest income, including the allocation and recognition of the parent contributions, is set out in note 2.4 to the accounts.
2.3 Segmental Reporting
The chief operating decision maker has been identified as the Board of the Company. The Board reviews the Company’s internal management accounts in order to analyse performance. The Directors are of the opinion that the Company is engaged in one segment of business, being the issue of Zero Dividend Preference Shares to fund the operation of the Parent Company and therefore no segmental reporting is provided.
2.4 Financial Income
Interest on debt is accrued on a time basis using the effective interest method, calculated by accreting the initial recognition of the inter-company loan at present value (loan and contribution by the parent) to the final amount receivable at maturity.
The parent’s contribution towards the issue costs of the ZDP Shares and redemption proceeds is accrued on a time basis, calculated by amortising the issue costs over the life of the loan.
2.5 Zero Dividend Preference Shares
The ZDP Shares are classified as a financial liability and shown as a liability in the balance sheet. The ZDP Shares are initially measured at fair value being the proceeds of issue less transaction costs and are subsequently measured at amortised cost under the effective interest rate method.
The provision for compound growth entitlement of the ZDP Shares is recognised through the Income Statement and analysed as a finance cost.
2.6 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.
Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the financial reporting date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the financial reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise.
2.7 Intercompany Loans
The parent has undertaken (i) to repay any interest free loan, and (ii) to reimburse the Company (by way of payment in advance, if required) any and all costs, expenses, fees or interest the Company incurs or is otherwise liable to pay to the holder of the ZDP Shares so as to enable the Company to pay the final capital entitlement of ZDP Shares on the redemption date. The amount owed in the accounts is based on the entitlements of the ZDP shareholders at the relevant date. The intercompany loans are accordingly accounted for at amortised cost, using the effective interest method and were assessed for credit risk under IFRS 9 and evaluated as having no significant credit risk. Therefore no amounts were recognised as an impairment provision, given expected credit loss is not considered material.
3. ADMINISTRATIVE EXPENSES
The Company’s administrative expenses are met by its Parent Company. The audit fee of £9,000 payable to KPMG LLP for the period ended 31 December 2021 will be paid by its Parent Company. The Company has no employees.
4. FINANCE COSTS
| For the period from 21 October 2020 (the date of incorporation) to 31 December 2021 | |
| £000 | |
| Provision for compound growth entitlement on ZDP Shares | 773 |
5. TAXATION ON ORDINARY ACTIVITIES
| For the period from 21 October 2020 (the date of incorporation) to 31 December 2021 | |
| £000 | |
| (a) Taxation charge on ordinary activities | |
| Total tax charge for the period at 19.00% | – |
(b) Factors affecting the tax charge for the period
The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19.00%. The differences are explained below:
| For the period from 21 October 2020 (the date of incorporation) to 31 December 2021 | |
| £000 | |
| Result on ordinary activities before taxation | – |
| Corporation tax credit of 19.00% | – |
| Effects of: | |
| Excess expenses | – |
| Total tax charge | – |
No provision for deferred taxation has been made in the current period.
The Company has not recognised deferred tax assets arising as a result of excess expenses.
6. AMOUNTS DUE FROM PARENT COMPANY
| 31 December 2021 | |
| £000 | |
| Current assets | |
| Amount due in respect of called up issued share capital (See note 10) | 13 |
| Amount due in respect of issued share capital (See note 10) | 37 |
| Total current assets | 50 |
| Non current assets | |
| Amounts due from Parent Company in respect of ZDPs | 14,990 |
| Total non current assets | 14,990 |
Funds raised through the ZDP share issue after the deduction of issue costs totalled £14.2m. These funds have been transferred to the Parent Company under an Undertaking Agreement pursuant to which the Parent Company agrees to contribute to the Company such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, the final capital entitlement of the ZDP Shares (scheduled repayment date of 28 November 2025).
The Directors believe the carrying amount due from the Parent Company approximates its fair value.
7. OTHER FINANCIAL LIABILITIES
| 31 December 2021 | |
| £000 | |
| 14,217,339 Zero Dividend Preference Shares of £0.01 | 14,990 |
The accrued capital entitlement of each Zero Dividend Preference Share was 105.44p as at 31 December 2021.
8. ZERO DIVIDEND PREFERENCE SHARES
| 31 December 2021 | |
| Number of Shares | |
| Balance at start of period | – |
| Issued in the period | 14,217,339 |
| Balance at end of period | 14,217,339 |
The Company issued 14,217,339 Zero Dividend Preference Shares (“ZDP Shares”) at 100 pence per share on 30 November 2020. The ZDP Shares have an entitlement to receive a fixed cash amount on 28 November 2025, being the maturity date, of 127.61 pence per share, but do not receive any dividends or income distributions.
The ZDP Shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. The ZDP Shares also carry the right to vote, as a class, on certain matters that relate to the activities of the Group.
The fair value of the ZDP Shares at 31 December 2021, based on the quoted bid price at that date, was £15,141,466. The fair value of the ZDP Shares is classified as level 2 under the hierarchy of fair value measurements.
9. RISK MANAGEMENT
The Company’s only financial asset is an amount due from the Parent Company, Premier Miton Global Renewables Trust PLC, repayable on 28 November 2025 (see note 6).
The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk.
Market risk
The market risk comprises three elements – price risk, currency risk and interest rate risk.
Market risk is the possibility of financial loss to the Company arising from fluctuations in the value of investments held in its Parent Company, Premier Miton Global Renewables Trust PLC. There is no currency risk as there are no foreign currency transactions or balances, there is no interest rate exposure as interest rates are fixed and assets and liabilities are stated at amortised cost and there is no significant other price risk.
Liquidity risk
The liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities. The Company is not subject to significant liquidity risk and had no borrowings at any time during the period ended 31 December 2021.
The Company’s only class of non-equity share capital in issue: Zero Dividend Preference Shares, which give shareholders the right to a repayment entitlement that accrues to provide a predetermined level of growth equivalent to a gross redemption yield of 5.0%, per annum based on the issue price of 100.00p on issue on 30 November 2020 up to the repayment date on 28 November 2025. The final capital entitlement payable at this date will be £18,142,902. The Company has an agreement with its Parent Company, Premier Miton Global Renewables Trust PLC, whereby the Parent Company has entered into the Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles.
The Parent Company has given certain undertakings for the benefit of the Company and the ZDP Shareholders whilst the Parent Company remains liable to make any payment under the Undertaking Agreement.
Full repayment of the ZDP Shares is, however, subject to sufficient growth being generated in the portfolio of the Company’s Parent Company by the repayment date.
The contractual maturities of the Company’s financial liabilities at 31 December 2021, based on the earliest date on which payment can be required, were as follows:
| 31 December 2021 | ||
| Between | ||
| one and five | ||
| years | Total | |
| £000 | £000 | |
| Zero Dividend Preference Shares | 18,143 | 18,143 |
Credit risk
The credit risk is the possibility that the intra-group debtor will not be recovered. Given the Parent Company has indicated its intention to continue to make available such funds as and is required by the Company to meet its obligations, however, with any company placing reliance on another group entity for financial support, there is a risk of non-fulfilment and no certainty that the required support will be provided. There is no reason to believe that sufficient Parent Company support will not be provided and therefore credit risk is considered low, consequently the expected credit loss is considered insignificant and as such no impairment provision has been recognised by the Company.
10. SHARE CAPITAL
The Company has one class of share which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 ordinary share issued at £1 which have been 25% called.
11. RELATED PARTIES
The Directors are all directors of the Parent Company and received no remuneration for their services to the Company during the period. As mentioned in note 3 above the following administrative expenses have been paid during the period by the Parent Company; Registrar’s fees of £9,000, London Stock Exchange fees of £13,000 and audit fees of £9,000. The amount due from the Parent Company was £14,990,000 as at 31 December 2021 (note 5).
12. PARENT COMPANY UNDERTAKING
The Company is a wholly owned subsidiary of its ultimate holding company and controlling party, Premier Miton Global Renewables Trust PLC, a company registered in England and Wales. These financial statements therefore provide information about the Company as an individual undertaking. Copies of the Parent Company’s Annual Report may be obtained from the Company Secretary, Premier Portfolio Managers Limited, at Eastgate Court, High Street, Guildford, Surrey GU1 3DE or on the website: www.premiermiton.com
13. SUBSEQUENT EVENTS
There were no subsequent events.
For the purposes of complying with the Disclosure and Transparency Rules ("DTRs") and the requirements imposed on the Company through the DTRs, the Annual Report, as will be submitted to the National Storage Mechanism, contains the full text of the Auditors' Report at page 7, which is excluded from this announcement.
LEI Number: 213800J2XR8QTJ8Y6565
