REG - Broadgate Financing - Half-year Report

British LandAnnouncement

20/11/2020 14:30

RNS Number : 0578G
  
Broadgate Financing PLC
  
20 November 2020
  
 

The Interim Report and Financial Statements for the six months ended 30 September 2020, attached below in accordance with DTR 6.3.5, have been submitted to the Financial Conduct Authority through the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
 
The Interim Report and Financial Statements are also available
at https://www.britishland.com/investors/strategic-partnerships/broadgate-financing-plc
 
Broadgate Financing PLC 
Interim Report and Financial Statements
for the six months ended 30 September 2020 
 
Directors' Report for the six months ended 30 September 2020
 
The directors present their report and unaudited interim financial statements for the six months ended 30 September 2020.
Directors of the company
The directors, who held office during the period, and up to the date of signing the interim financial statements, were as follows:
D Lockyer
H Shah
D Richards
Principal activity
The company's principal activity is to provide funding to fellow subsidiaries of Broadgate Property Holdings Limited in the United Kingdom (UK).
Results for the six months
As shown in the company's Profit and Loss Account on page 5, the company's profit on ordinary activities before taxation has increased compared with prior half period. Consistent with the prior period, the company has continued to amortise bonds as well as incur interest on those bonds outstanding, and charge these costs to fellow subsidiaries.
 
At 30 September 2020, interest payable on external bonds remains 100% fixed.
 
The Balance Sheet on page 7 shows the company has net assets of £456,136 at 30 September 2020. Net assets have increased since 31 March 2020 due to the profit recognised in the period.
Principal risks and uncertainties
This company is part of a large property investment group. As such, the fundamental underlying risks for this company are those of the property group. The key risks of this group are the performance of the properties, tenant default and credit risk of counterparties for holding cash deposits. These risks are mitigated by the preference for tenants with strong covenants on long leases and by using highly rated financial institutions for placing cash deposits.
 
Significant political events and regulatory changes, including the UK's decision to leave the EU, brings risk in terms of uncertainty until the outcome is known, and the impact of policies introduced.
 
The outbreak of COVID-19 has created a unprecedented degree of uncertainty over both the severity of the above risks and the effectiveness of the above mitigating actions. The decline in economic activity resulting from the pandemic has heightened the risk of tenants becoming financially distressed.
Dividends
No dividends were paid by the company in the six month period ended 30 September 2020 (30 September 2019: £nil).
 
Going concern
The directors have reviewed the company's forecast working capital and cash flow requirements in light of the COVID-19 pandemic, in addition to making enquiries and examining areas which could give risk to financial exposure. The company has access to the drawn term loan of £92m to meet certain shortfalls on bond service, if there was a shortfall from the rent received. Broadgate Financing PLC expects to have sufficient resources to meet the debt requirements of the company despite the current economic climate. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue its operations for at least twelve months after the signing of the these interim financial statements and as a result they continue to adopt the going concern basis in preparing the accounts.
Responsibility Statement of the Directors in respect of the Interim Financial Statements
Each of the directors confirms that to the best of their knowledge:
The condensed set of interim financial statements has been prepared in accordance with Financial Reporting Standard 104: Interim Financial Reporting issued by the Financial Reporting Council.
The Directors' Report report above includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules (DTR), being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year.
Approved by the Board on 17 November and signed on its behalf by:
H Shah
Director
 
Independent Review Report to the Directors of Broadgate Financing PLC
Report on the interim financial statements
Our conclusion
We have reviewed Broadgate Financing PLC's interim financial statements (the "interim financial statements") in the Interim Report and Financial Statements for the six months ended 30 September 2020 of Broadgate Financing PLC for the 6 month period ended 30 September 2020. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with FRS 104 "Interim Financial Reporting" issued by the Financial Reporting Council and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:




•


the Balance Sheet as at 30 September 2020;




•


the Profit and Loss Account and Statement of Comprehensive Income for the period then ended;




•


the Statement of Changes in Equity for the period then ended; and




•


the explanatory notes to the interim financial statements.




The interim financial statements included in the Interim Report and Financial Statements for the six months ended 30 September 2020 have been prepared in accordance with FRS 104 "Interim Financial Reporting" issued by the Financial Reporting Council and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Company is applicable law and United Kingdom Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 "Reduced Disclosure Framework".
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Report and Financial Statements for the six months ended 30 September 2020, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report and Financial Statements for the six months ended 30 September 2020 in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the Interim Report and Financial Statements for the six months ended 30 September 2020 based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
 
We have read the other information contained in the Interim Report and Financial Statements for the six months ended 30 September 2020 and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
17 November 2020
 
Profit and Loss Account for the six months ended 30 September 2020




 


Note


Six months ended

30 September 2020

Unaudited

£


Six months ended

30 September 2019

Unaudited

£




Turnover


 


-


-




Administrative expenses


 


(501)


(500)




Loss on ordinary activities before interest and taxation


 


(501)


(500)




Interest receivable and similar income


3


30,658,559


33,124,758




Interest payable and similar expenses


4


(30,621,542)


(33,094,223)




Profit on ordinary activities before taxation


 


36,516


30,035




Tax on profit on ordinary activities


 


(6,938)


(5,707)




Profit for the period


 


29,578


24,328




Turnover and results were derived from continuing operations within the United Kingdom. The company has only one significant class of business: to provide funding to fellow subsidiaries of Broadgate Property Holdings Limited in the United Kingdom (UK).
 
Statement of Comprehensive Income for the Period from 1 April 2020 to 30 September 2020




 


Six months ended 30 September

2020

Unaudited

£


Six months ended 30 September

2019

Unaudited

£




Profit for the period


29,578


24,328




Total comprehensive income for the period


29,578


24,328




 
Balance Sheet as at 30 September 2020




 


Note


30 September

2020

Unaudited

£


31 March

2020

Audited

£




Current assets


 


 


 




Debtors due within one year


5


34,609,079


33,498,270




Cash at bank and in hand


 


97,578,030


150,574,079




Debtors due after more than one year


5


1,210,359,708


1,215,496,740




 


 


1,342,546,817


1,399,569,089




 




Creditors due within one year


6


(39,543,973)


(91,458,791)




 


 


(39,543,973)


(91,458,791)




 




Net current assets


 


1,303,002,844


1,308,110,298




Creditors due after more than one year


7


(1,302,546,708)


(1,307,683,740)




Net assets


 


456,136


426,558




Capital and reserves


 


 


 




Share capital


8


12,500


12,500




Profit and loss account


 


443,636


414,058




Total shareholders' funds


 


456,136


426,558




Approved by the Board on 17 November and signed on its behalf by:
H Shah
Director
 
Statement of Changes in Equity for the six months ended 30 September 2020




 


Share capital

£


Retained earnings

£


Total

£




Balance at 1 April 2019


12,500


408,974


421,474




Profit for the period 


-


24,328


24,328




Total comprehensive income for the period


-


24,328


24,328




Balance at 30 September 2019


12,500


433,302


445,802




 




Balance at 1 April 2020


12,500


414,058


426,558




Profit for the period


-


29,578


29,578




Total comprehensive income for the period


-


29,578


29,578




Balance at 30 September 2020


12,500


443,636


456,136




 
Notes to the Interim Financial Statements for the six months ended 30 September 2020




1


General information




The company is a public company limited by share capital, incorporated and domiciled in England, United Kingdom.
The address of its registered office is:
York House
45 Seymour Street
London
W1H 7LX




2


Accounting policies




Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these interim financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Accounting basis
The information for the period ended 30 September 2020 does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006.
 
A copy of the statutory financial statements for the year ended 31 March 2020 has been delivered to the Registrar of companies. The auditors reported on those financial statements: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Basis of preparation
These interim financial statements were prepared in accordance with Financial Reporting Standard 104 Interim Financial Reporting ("FRS 104"). The same accounting policies, estimates, presentation and methods of computation are followed in the interim financial statements as applied in the latest annual audited financial statements, which are prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101").
 
In preparing these interim financial statements, the company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"), but makes amendments where necessary in order to comply with Companies Act 2006 and has taken advantage of the FRS 101 disclosure exemption as appropriate.
Summary of disclosure exemptions
The company has taken advantage of the following disclosure exemptions under FRS 101:
 
(a) The requirements of IAS 1 to provide a Statement of Cash flows for the year;
 
(b) The requirements of IAS 1 to provide a statement of compliance with IFRS;
 
(c) The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to disclose new IFRS's that have been issued but are not yet effective;
 
(d) The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;




2


Accounting policies (continued)




(e) The requirements of IFRS 7 to disclose financial instruments; and
 
(f) The requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement to disclose information of fair value valuation techniques and inputs.
 
Disclosure exemptions for subsidiaries are permitted where the relevant disclosure requirements are met in the consolidated financial statements. Where required, equivalent disclosures are given in the group financial statements of Broadgate REIT Limited. The group financial statements of Broadgate REIT Limited are available to the public and can be obtained as set out in note 11.
Going concern
The directors have reviewed the company's forecast working capital and cash flow requirements in light of the COVID-19 pandemic, in addition to making enquiries and examining areas which could give risk to financial exposure. The company has access to the drawn term loan of £92m to meet certain shortfalls on bond service, if there was a shortfall from the rent received. Broadgate Financing PLC expects to have sufficient resources to meet the debt requirements of the company despite the current economic climate. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue its operations for at least twelve months after the signing of the these interim financial statements and as a result they continue to adopt the going concern basis in preparing the accounts.
Financial assets
The company classifies all financial assets into the category financial assets less amortised costs. Financial assets less amortised costs are initially measured at fair value including any transaction costs. They are subsequently measured at amortised cost using the effective interest rate method.
Financial liabilities - borrowings
Debt instruments initially are stated at their net proceeds on issue. Finance charges including premiums payable on settlement or redemption and direct issue costs are spread over the period to redemption, using the effective interest method.
Interest payable and receivable
Interest payable and receivable is recognised as incurred under the accruals concept. Interest payable includes financing charges which are spread over the period to redemption, using the effective interest method. Commitment fees on non-utilised facilities are also included within interest payable.
 
Premiums payable and receivable on early redemption are recognised as finance charges and income when incurred.
Taxation
Current tax is based on taxable profit for the period and is calculated using tax rates that have been enacted or substantively enacted. Taxable profit may differ from net profit as reported in the Profit and Loss Account because it excludes items of income or expense that are not taxable (or tax deductible).




2


Accounting policies (continued)




Debtors
Trade and other debtors are initially recognised at fair value and subsequently measured at amortised cost and discounted as appropriate. The Company calculates the expected credit loss for debtors based on lifetime expected credit losses under the IFRS 9 simplified approach.
Creditors
Trade and other creditors are initially recognised at fair value and subsequently measured at amortised cost and discounted as appropriate.




3


Interest receivable and similar income




 


Six months ended 30 September

2020

Unaudited

£


Six months ended 30 September

2019

Unaudited

£




Interest income on bank deposits


197,723


571,758




Interest receivable on amounts owed by related parties


30,460,836


32,553,000




 


30,658,559


33,124,758




4


Interest payable and similar expenses




 


Six months ended

30 September 2020

Unaudited

£


Six months ended

30 September 2019

Unaudited

£




Interest payable on bonds and borrowings


30,613,597


33,094,223




Interest payable on amounts due to group companies


7,945


-




 


30,621,542


33,094,223




5


Debtors




 


30 September

2020

Unaudited

£


31 March

2020

Audited

£




Debtors due within one year


 


 




Amounts due from related parties


20,243,985


18,992,996




Accrued income


14,363,246


14,503,426




Corporation tax asset


1,848


1,848




 


34,609,079


33,498,270



 
 
 
 



 




 


30 September

2020

Unaudited

£


31 March

2020

Audited

£




Debtors due after more than one year


 


 




Amounts due from related parties - Long term loans


1,210,359,708


1,215,496,740




 


1,210,359,708


1,215,496,740




The intercompany loans to Broadgate (Funding) 2005 Ltd are being repaid from April 2005 to July 2033, with the average interest rate of these intercompany loans being 4.93% per annum (31 March 2020: 4.93%). There is no interest charged on the remainder of amounts owed by related parties.




6


Creditors due within one year




 


30 September

2020

Unaudited

£


31 March

2020

Audited

£




Accrued expenses


14,408,977


14,564,911




Amounts due to related parties


14,746,920


14,797,618




Borrowings


10,383,520


10,238,475




Other creditors


4,556


5,787




Term loan


-


51,852,000




 


39,543,973


91,458,791



 
 
 
 



Amounts due to related parties relate to amounts owed to group companies and are repayable on demand. There is no interest charged on these balances.




7


Creditors due after more than one year




 


30 September 2020

Unaudited

£


31 March

2020

Audited

£




Borrowings




Borrowings due 1 to 2 years


10,838,416


10,606,771




Borrowings due 2 to 5 years


90,365,383


67,673,970




Borrowings due after 5 years


1,201,342,909


1,229,402,999




 


1,302,546,708


1,307,683,740



 
 
 
 



Amounts due after five years include the term loan of £92m (31 March 2020: £144m) which represents a liquidity facility with NatWest Markets PLC. The cash received is held on deposit with bank counterparties that meet the securitisation's legal requisite credit rating criteria.




 


30 September 2020

Unaudited

£


31 March

2020

Audited

£




Borrowings repayment analysis




Borrowings due within one year


10,383,520


62,090,475




Borrowings due between one to two years


10,838,416


10,606,771




Borrowings due between two to five years


90,365,383


67,673,970




 


111,587,319


140,371,216




Borrowings due after five years


1,201,342,909


1,229,402,999




Total borrowings


1,312,930,228


1,369,774,215




Gross debt


1,312,930,228


1,369,774,215




7


Creditors due after more than one year (continued)



 
 
 
 



Secured bonds on the assets of the Broadgate Property Holdings Limited Group
 




 


30 September 2020

Unaudited

£


31 March

2020

Audited

£




 




Class A2 4.949% Bonds 2031


83,329,470


86,916,690




Class A3 4.851% Bonds 2033


175,000,000


175,000,000




Class A4 4.821% Bonds 2036


400,000,000


400,000,000




Class B 4.999% Bonds 2033


365,330,568


365,301,715




Class C2 5.098% Bonds 2035


197,083,190


198,516,810




Total secured bond borrowings


1,220,743,228


1,225,735,215




Term Loan


92,187,000


144,039,000




Total secured borrowings


1,312,930,228


1,369,774,215




 
At 30 September 2020, 100% (31 March 2020: 100%) of the bonds were fixed. The bonds amortise from 2005 and are expected to be repaid by 2033. Legal repayment is required by 2036. The term loan matures on the date when all the bonds have been redeemed in full. The bonds are secured on properties of the group valued at £4,066m (31 March 2020: £4,105m). The weighted average interest rate of the bonds is 4.93% (31 March 2020: 4.93%). The weighted average maturity of the bonds is 9.9 years (31 March 2020: 10.4 years).
Fair value of bonds
The fair values of the bonds have been established by obtaining quoted market prices from brokers. The derivatives have been valued by calculating the present value of future cash flows, using appropriate market discount rates, by an independent treasury advisor.




 


30 September 2020

Unaudited

£


31 March

2020

Audited

£




Secured bonds at fair value 


1,530,764,753


1,582,511,892




Risk Management
Capital risk management:
The company finances its operations by a mixture of equity and public debt issues to support the property strategy of the group.
The approach adopted has been to engage in debt financing with long term maturity dates and as such the bonds issued are due from 2005 and are expected to be repaid by 2033. Legal repayment is required by 2036. Including debt amortisation, 92% (31 March 2020: 90%) of the total borrowings is due for payment after 5 years.
The principal bond covenant is a requirement to meet interest and amortisation payments as they fall due.
 
Details of bond covenants are outlined in the bonds publicly available Offering Circular.
Credit risk:
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The carrying amount of financial assets recorded in the interim financial statements represents the company's maximum exposure to credit risk without taking account of the value of any collateral obtained.
Cash and deposits at 30 September 2020 amounted to £98m (31 March 2020: £151m) and are placed with Financial institutions with A or better credit ratings. Management regularly reviews the credit rating of all bank counterparties. At 30 September 2020, prior to taking account of any offset arrangements, the largest combined credit exposure to a single counterparty arising from money market deposits was £49m (31 March 2020: £75m).
The company's principal credit risk relates to an intra-group loan to Broadgate (Funding) 2005 Limited. At 30 September 2020, this loan stood at £1,221m (31 March 2020: £1,225m). The purpose of this loan is to provide funding to fellow subsidiaries of the Broadgate Property Holdings Limited group.
In order to manage this risk, management regularly monitors all amounts that are owed to the company.
Liquidity risk:
Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated with financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to ensure that the company has enough resources to repay all future amounts outstanding.




8


Share capital




Allotted, called up and fully paid shares




 


30 September

2020

Unaudited


31 March

2020

Audited




 


No. 


£ 


No. 


£ 




Ordinary shares of £0.25 each


50,000


12,500


50,000


12,500




 


 


 


 


 




9


Capital commitments



 
 
 
 
 
 



The company had capital commitments contracted as at 30 September 2020 of £nil (31 March 2020: £nil).




10


Related party transactions




The company has taken advantage of the exemption granted to wholly owned subsidiaries not to disclose transactions with group companies under the provisions of FRS 101.




11


Parent and ultimate parent undertaking




The immediate parent company is Broadgate Property Holdings Limited.
 
The ultimate parent company is Broadgate REIT Limited. Broadgate REIT Limited operates as a joint venture between Euro Bluebell LLP, an affiliate of GIC, Singapore's sovereign wealth fund, and BL Bluebutton 2014 Limited, a wholly owned subsidiary of The British Land Company PLC.




11


Parent and ultimate parent undertaking (continued)




Broadgate REIT Limited is the smallest and largest group for which group accounts are available and which include the company. The ultimate holding company and controlling party is Broadgate REIT Limited. Group accounts for this company are available on request from British Land, York House, 45 Seymour Street, London, W1H 7LX.

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