REG - Maintel Holdings PLC - Final Results <Origin Href="QuoteRef">MAIH.L</Origin> - Part 5
20/03/2017 07:07
- Part 5: For the preceding part double click ID:nRST8724Zd
- 24,000
Share issue costs - (781) - - (781)
Grant of share options - - - 97 97
________ ________ ________ ________ ______
At 31 December 2016 142 24,354 31 5,512 30,039
________ ________ ________ ________ ______
________
________
________
________
______
The notes below form part of these financial statements.
Notes forming part of the Company financial statements
at 31 December 2016
1 Accounting policies
The Company financial statements have been prepared in accordance with Financial Reporting Standard 100 Application of
Financial Reporting Requirements and Financial Reporting Standard 101 Reduced Disclosure Framework with effect from 1
January 2014.
The principal accounting policies are summarised below; they have been applied consistently throughout the year and the
preceding year.
(a) Basis of preparation
The financial statements of the Company are presented as required by the Companies Act 2006.
(b) Investments
Investments in subsidiary undertakings are stated at cost unless, in the opinion of the directors, there has been
impairment to their value, in which case they are written down to their recoverable amount.
(c) Taxation
Current tax is the expected tax payable on the taxable income for the year, together with any adjustments to tax payable in
respect of previous years.
(d) Dividends
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are
appropriately authorised and are no longer at the discretion of the Company. Proposed but unpaid dividends that do not meet
these criteria are disclosed in the notes to the accounts.
(e) Disclosure exemptions adopted
In preparing these financial statements the Company has taken advantage of disclosure exemptions conferred by FRS101.
Therefore these financial statements do not include:
· certain comparative information as otherwise required by EU endorsed IFRS;
· certain disclosures regarding the Company's capital;
· a statement of cash flows;
· the effect of future accounting standards not yet adopted;
· the disclosure of the remuneration of key management personnel; and
· disclosure of related party transactions with other wholly owned members of the Group headed by Maintel Holdings
Plc.
In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent disclosures
are included in the consolidated financial statements of Maintel Holdings Plc. These financial statements do not include
certain disclosures in respect of:
· share based payments;
· financial Instruments (other than certain disclosures required as a result of recording financial instruments at
fair value);
· impairment of assets.
(f) Judgements and key areas of estimation uncertainty
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually
evaluated based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The
principal use of estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year relates to the potential impairment of the carrying value
of investments.
The Company assesses at each reporting date whether there is an indication that its investments may be impaired. In
undertaking such an impairment review, estimates are required in determining an asset's recoverable amount; those used are
shown in note 14 of the consolidated accounts. These estimates include the asset's future cash flows and an appropriate
discount to reflect the time value of money. The range of estimates reflects the relative risk profiles of the relevant
cash generating units.
2 Employees
The employees of the Company are its directors' and their remuneration is disclosed in the remuneration report above.
3 Dividends paid on ordinary shares
Details of dividends paid and payable are shown in note 10 of the consolidated financial statements.
4 Investment in subsidiaries
Shares in
subsidiary
undertakings
£000
At 31 December 2015 and 1 January 2015 24,905
Additions in the year 47,028
Intercompany disposals in the year (22,293)
________
At 31 December 2016 49,640
________
Provision for impairment
At 1 January 2015 80
Provision for impairment in the year 2,600
________
At 31 December 2015 2,680
Intercompany disposals in the year (2,600)
________
At 31 December 2016 80
________
Net book value
At 31 December 2016 49,560
________
At 31 December 2015 22,225
________
On 4 May 2016 the Company acquired the entire share capital of Warden Holdco Limited, whose main trading entity is Azzurri
Communications Limited, for a gross consideration of £47.0m, paid in cash.
Details of the Company's subsidiaries are shown in note 15 of the consolidated financial statements.
5 Debtors
2016 2015
£000 £000
Amounts owed by subsidiary undertakings 9,993 221
Other tax and social security 46 16
Prepayments and accrued income 55 46
Corporation tax recoverable 204 121
________ ________
10,298 404
________ ________
All amounts shown under debtors fall due for payment within one year.
6 Creditors
2016 2015
£000 £000
Amounts due to subsidiary undertakings 294 6,934
Trade creditors 41 39
Accruals and deferred income 295 37
________ ________
630 7,010
________ ________
7 Borrowings
2016 2015
£000 £000
Non-current bank loans - secured 30,688 4,000
Current bank loans - secured - 2,000
________ ________
30,688 6,000
________ ________
On 8 April 2016 the Group entered into new facilities with the Royal Bank of Scotland plc to support the acquisition of
Azzurri. These consist of a revolving credit facility totalling £36.0m in committed funds on a reducing basis for a five
year term (with an option to borrow up to a further £20.0m in uncommitted accordion facilities) and replaced the Company's
existing term and revolving credit facilities with Lloyds Bank plc which were fully repaid and terminated.
Under the terms of the facility agreement the committed funds reduce to £31.0m on the three year anniversary, and to £26.0m
on the four year anniversary from the date of signing.
Non-current bank loan above is stated net of unamortised issue costs of debt of £0.3m.
The facilities are secured by a fixed and floating charge over the assets of the Company and its subsidiaries. Interest is
payable on amounts drawn on the revolving credit facility at a covenant depending tiered rate of 1.70 % to 2.85% per annum
over LIBOR, with a reduced rate payable on undrawn facility. Interest is payable on amounts drawn under the overdraft
facility at covenant depending tiered rate of 1.70 % to 2.85% per annum over LIBOR.
Covenants based on adjusted EBITDA to net finance charges, net debt to EBITDA and operating cashflow to debt service ratios
are tested on a quarterly basis starting from 31 December 2016; these tests have been passed for 31 December 2016.
The directors consider that there is no material difference between the book value and fair value of the loan.
8 Share capital
Authorised
2016 2015 2016 2015
Number Number £000 £000
Ordinary shares of 1p each - 17,571,840 - 176
_________ _________ _________ _________
Allotted, called up and fully paid
2016 2015 2016 2015
Number Number £000 £000
Ordinary shares of 1p each 14,197,059 10,768,487 142 108
_________ _________ _________ _________
The Company adopted new Articles on 27 April 2016, which dispensed with the need for the Company to have an authorised
share capital.
3,428,572 shares were issued in the year in relation to the acquisition of Azzurri; no shares were repurchased during the
year.
9 Related party transactions
Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group companies are wholly
owned.
10 Contingent liabilities
As security on the Group's loan and overdraft facilities, the Company has entered into a cross guarantee with its
subsidiary undertakings in favour of Royal Bank of Scotland. At 31 December 2016 each subsidiary undertaking had a net cash
balance.
The Company has entered into an agreement with Maintel Europe Limited, guaranteeing the performance by Maintel Europe of
its obligations under the lease on its London premises.
This information is provided by RNS
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