REG-PMGR Securities 2025 Plc: Annual Financial Report
06/03/2025 07:15
PMGR SECURITIES 2025 PLC
Annual Financial Report for the period ended to 31 December 2024
The Directors present the Annual Financial Report of PMGR Securities 2025 PLC
(the "Company") for the year ended 31 December 2024 (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. References to page numbers
are to those in the Annual Report and Accounts, available to view at the link
above. 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. 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.
The information set out below does not constitute the Company's statutory
accounts for the period ended 31 December 2024 but is derived from those
accounts. Statutory accounts for the period ended 31 December 2024 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 include
a reference to the going concern accounting policy disclosure, in relation to
the Board's intention to liquidate the company upon repayment of the final
capital entitlement of the zero dividend preference shares, 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 (Chair)
Victoria Muir
Melville Trimble
Company Secretary and Registered Office
MUFG Corporate Governance Limited
Central Square, 29 Wellington Street
Leeds, LS1 4DL
United Kingdom
Registered number
12964714
Registered in England and Wales
STRATEGIC REPORT
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 year ended 31 December 2024. The Company’s
registered office is Central Square, 29 Wellington Street, Leeds, LS1 4DL.
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. The
Parent Company has provided the Company with an Undertaking Agreement, that
subject to the Parent Company having a sufficient level of assets, it will
provide the Company with capital to enable the Company to meet its obligations
to the ZDP Shares.
Key performance indicator
The key performance indicator of the Company is the ZDP Share Cover. This
represents the extent to which the Parent Company’s Gross Assets less
Current Liabilities are expected to cover the final capital entitlement of the
ZDP Shares, taking into account both the level of assets at the balance sheet
date and also expected capital charges over the remaining life of the ZDP
Shares. Further details of the calculation may be found in the Report and
Accounts of the Parent Company.
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% from the date
of issue, subject to there being sufficient capital in the Parent Company.
At 31 December 2024 the ZDP Share Cover was 1.89 times (31 December 2023: 2.26
times).
Principal risks
The principal financial risks the Company faces can be found in note 9 of the
Financial Statements. The Board considers that the material financial risk the
Company faces is the ability to repay the final capital entitlement of the ZDP
Shares, which is dependent on the Parent Company having sufficient assets to
cover the final capital entitlement of the ZDP Shares.
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 per formed 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, environment, 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.
Prospect, purpose and objective
As the sole objective for the entity is to hold ZDP 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
Chair
5 March 2025
DIRECTORS’ REPORT
The Directors present their Report and the audited Financial Statements of the
Company for the year ended 31 December 2024. The Company’s registered office
is Central Square, 29 Wellington Street, Leeds, LS1 4DL 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 £17,405,000 (31 December
2023: £16,577,000) receivable from the Parent Company.
Retained earnings and dividend
The result after taxation for the year amounted to £nil (31 December 2023:
£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 (Chair)
Victoria Muir
Melville Trimble
Compliance with the UK Corporate Governance Code
The Company has a listing category of non-equity shares and non-voting equity
shares in the UK and has not adopted the voluntary 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 is set out in the Parent Company’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.
It is the Directors’ intention to cease trading and to liquidate the Company
as soon as practicable post the payment of the Final Capital Entitlement on 28
November 2025. Therefore, these accounts have been prepared on a basis other
than as a going concern as the Directors have used a 12-month period, from the
date of the approval of these financial statements, to assess the Company’s
ability to continue as a going concern, such period extending beyond the date
of the Final Capital Entitlement.
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. Further information is provided
in note 2.1 of the Financial Statements.
Financial Reporting Council’s (“FRC”) Audit Quality Review
During the year, the 2023 audit of the Company by HaysMac LLP was reviewed by
the FRC’s Audit Quality Review team (‘AQR’) as part of the FRC’s
regular inspection of audit firms. There were no ‘key findings’ reported
in the inspection and only four ‘other findings’ were reported, which were
not considered significant. HaysMac LLP has agreed on proposed actions with
the FRC in relation to these limited improvements and has confirmed that these
were incorporated into the planned procedures for the 2024 audit.
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
On 18 November 2024 the company’s auditor changed its name from
haysmacintyre LLP to HaysMac LLP. HaysMac LLP has expressed their willingness
to continue in office and in accordance with Section 487(2) of the Companies
Act 2006, will be deemed to be reappointed. 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
Chair
5 March 2025
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
Chair
5 March 2025
INCOME STATEMENT
2024 2023
Notes £000 £000
Finance income 829 787
Finance costs 4 (829) (787)
Results before taxation – –
Taxation 5 – –
Result for the year – –
All items derive from continuing operations; the Company does not have any other recognised gains or losses.
The notes on pages 17 to 23 form part of these Financial Statements.
BALANCE SHEET
31 December 2024 31 December 2023
Notes £000 £000
Non current assets
Amount due from Parent Company 6 – 16,527
Current assets
Amount due from Parent Company 6 17,405 50
Creditors: amounts falling due within one year 7 (17,355) –
Net current assets 50 50
Total assets less current liabilities 50 16,577
Creditors: amounts falling due after more than one year 7 – (16,527)
Net assets 50 50
Equity attributable to Ordinary Shareholders
Share capital 10 50 50
Revenue reserve – –
Total equity attributable to Ordinary Shareholders 50 50
The Financial Statements on pages 13 to 23 of PMGR Securities 2025 PLC, company number 12964714, were approved by the Board on 5 March 2025 and were signed on its behalf by: Gillian Nott OBE Chair 5 March 2025
The notes on pages 17 to 23 form part of these Financial Statements.
STATEMENT OF CHANGES IN EQUITY
Ordinary Share Capital Revenue Reserve Total
£000 £000 £000
Balance at 31 December 2023 50 – 50
Issue of Ordinary shares – – –
Result for the year – – –
Balance at 31 December 2024 50 – 50
Ordinary Share Capital Revenue Reserve Total
£000 £000 £000
Balance at 31 December 2022 50 – 50
Issue of Ordinary shares – – –
Result for the year – – –
Balance at 31 December 2023 50 – 50
The notes on pages 17 to 23 form part of these Financial Statements.
CASH FLOW STATEMENT
The Company does not have its own bank account therefore a cash flow statement
has not been prepared.
The notes on pages 17 to 23 form part of these Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
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 ZDP 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 year ended 31 December 2024.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation – Other than as a Going Concern
The financial information for the year ended 31 December 2024 has been
prepared in accordance with UK-adopted International Accounting Standards and
the Companies Act 2006. 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 from the date of approval of these
Financial Statements up to its liquidation which indicates 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:
1. 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.
2. The impact of higher inflation on the ability of Parent Company’s
investments held to maintain their earnings in real terms.
3. 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.
As noted in the strategic report (page 3), the Directors, having taken into
account their intention to cease trading and place this Company into
liquidation following the settlement of the ZDP Shares on 28 November 2025,
have not prepared the financial statements on a going concern basis. The
Directors do not consider that this change in the basis of preparation of
financial statements would impact the measurement and recognition of assets
and liabilities recognised in the financial statements. The financial
statements do not include any provision for the future costs of terminating
the business of the entity except to the extent that such costs were committed
at the end of the reporting period. The Directors also consider that the
Company will have sufficient funds, through funding from its Parent Company,
to meet its liabilities as they fall due. The Parent Company has indicated its
intention to continue to make available such funds as are required by the
Company to meet its obligations.
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:
* * * Amendment to IAS 21 ‘Lack of Exchangeability’ (effective for
annual reporting periods beginning on or after 1 January 2025).
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.
In the current financial year, the Company has applied the following
interpretations and amendments to standards: Amendments to IAS 1, IFRS 16, IAS
17, IAS 7 and IFRS 7 (effective for accounting periods beginning on or after 1
January 2024).
1.
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 Income
Statement 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
Undertaking Agreement 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.
In accordance with IAS 32, the accounting for financial instruments should be
based on their substance than their legal form. The Directors have made a
judgment that the ZDP Shares should be accounted for as a financial liability
rather than as a component of the Company’s equity. This is due to the ZDP
Shares having a fixed payment entitlement at a specified future date.
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 ZDP Shares
to fund the operation of the Parent Company and therefore no segmental
reporting is provided.
2.4 Financial Income
The undertaking income is accrued on a time basis using the effective interest
method, calculated by accreting the initial recognition of the inter-company
amount at present value (amount 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 Undertaking Agreement.
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.
1.
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 year.
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.
1.
2.7 Amounts due from Parent Company
The Parent has undertaken (i) to repay any contributions, 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 amounts due from Parent Company 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
Company and Parent incurred a total audit fee of £77,000 payable to HaysMac
LLP for the year ended 31 December 2024 which will be paid by the Parent
Company. (31 December 2023: £80,000, of which £10,000 relates to the overrun
costs from the 2022 audit paid to KPMG LLP and £70,000 paid to HaysMac LLP).
The Company has no employees.
4. FINANCE COSTS
For the year ended 31 December 2024 For the year ended 31 December 2023
£000 £000
Provision for compound growth entitlement on ZDP Shares 829 787
5. TAXATION ON ORDINARY ACTIVITIES
For the year ended 31 December 2024 For the year ended 31 December 2023
£000 £000
Taxation charge on ordinary activities
Total tax charge for the year at 25% (31 December 2023: 23.52%*) – –
*With effect from 1 April 2023, the main rate of corporation tax increased from 19% to 25%, therefore the hybrid rate of 23.52% has been used for the year ended 31 December 2023.There is no taxable income and deductible expense for the year ended 31 December 2024 and 31 December 2023.
6. AMOUNTS DUE FROM PARENT COMPANY
31 December 2024 31 December 2023
£000 £000
Current assets
Amounts due from Parent Company in respect of ZDPs 17,355 –
Amount due in respect of paid up issued share capital (see note 10) 13 13
Amount due in respect of issued share capital (see note 10) 37 37
Total current assets 17,405 50
Non-current assets
Amounts due from Parent Company in respect of ZDPs – 16,527
Total non-current assets – 16,527
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 2024 31 December 2023
£000 £000
14,217,339 ZDP Shares of £0.01 17,355 16,527
The accrued capital entitlement of each ZDP Share was 122.07p as at 31 December 2024 (31 December 2023: 116.24p).
8. ZERO DIVIDEND PREFERENCE SHARES
31 December 2024 31 December 2023
£000 £000
Balance at start of year 14,217,339 14,217,339
Issued in the year – –
Balance at end of year 14,217,339 14,217,339
The Company issued 14,217,339 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, equivalent to a 5.0% per year compound increase over their life, 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 2024, based on the quoted bid price at that date, was £16,776,460 (31 December 2023: £15,639,073). 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 the amounts due from the Parent Company, Premier Miton Global Renewables Trust PLC, payable 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 year ended 31 December 2024 (31 December 2023: nil). The Company’s only class of non-equity share capital in issue: ZDP 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 2024, based on the earliest date on which payment can be required, were as follows:
31 December 2024 31 December 2023
Less than one year Total Between one and five years Total
£000 £000 £000 £000
Zero Dividend Preference Shares 18,143 18,143 18,143 18,143
Credit risk The credit risk is the possibility that the intra-group debtor will not be recovered. The Parent Company has indicated its intention to continue to make available such funds as 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 Shares 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.
11. RELATED PARTIES
The Directors are all directors of the Parent Company and received no remuneration for their services to the Company during the year. The following administrative expenses have been incurred during the year by the Parent Company; Registrar’s fees of £10,000 (31 December 2023: £9,000), London Stock Exchange fees of £13,000 (31 December 2023: £13,000), and total audit fees of £77,000 (31 December 2023: £80,000), (note 3). The amount due from the Parent Company was £17,405,000 as at 31 December 2024 (31
December 2023: £16,577,000), (note 6).
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. The largest and smallest group in which the results of the Company are consolidated is that of which Premier Miton Global Renewables Trust Plc is the Parent Company. 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, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.
13. SUBSEQUENT EVENTS
As at the date of this report, no subsequent events were noted.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be
held at 12:15 pm on Thursday, 24 April 2025, at the offices of Stephenson
Harwood LLP, 1 Finsbury Circus, London EC2M 7SH to consider and, if thought
fit, to pass the following resolutions 1 to 5 as Ordinary Resolutions and
resolutions 6 and 7 as Special Resolutions:
Ordinary resolutions1. To receive the Directors’ Report and Financial
Statements for the year ended 31 December 2024, together with the report of
the Audit thereon.
2. To re-elect Mrs Gillian Nott as a Director of the Company.
3. To re-elect Ms Victoria Muir as a Director of the Company.
4. To re-elect Mr Melville Trimble as a Director of the Company.
5. To re-appoint HaysMac LLP as Auditor of the Company and to authorise the
Board to determine their remuneration.
Special resolutions
Authority to allot Zero Dividend Preference Shares
1. THAT: 1. the Directors of the Company be and they are hereby generally and
unconditionally authorised in accordance with section 551 of the Companies Act
2006 (the “Act”) to exercise all the powers of the Company to allot Zero
Dividend Preference Shares of 1 pence each in the capital of the Company
(“ZDP Shares”) up to an aggregate nominal amount of £200,000 such
authority to expire at the conclusion of the next annual general meeting of
the Company, save that the Company may, at any time prior to the expiry of
such authority, make an offer or enter into an agreement which would or might
require the allotment of shares in pursuance of such an offer or agreement as
if such authority had not expired; and
2. the Directors of the Company be and are hereby generally empowered
(pursuant to section 570 of the Act) to allot ZDP Shares for cash pursuant to
the authority referred to in Resolution 6(a) above as if section 561 of the
Act did not apply to any such allotment, such power to expire at the
conclusion of the next annual general meeting of the Company, save that the
Company may before such expiry make an offer or agreement which would or might
require ZDP Shares to be allotted after such expiry and the Directors of the
Company may allot equity securities in pursuance of such offer or agreement as
if the power had not expired.
Authority to repurchase the Company’s Zero Dividend Preference Shares1. THAT
the Company be and is hereby authorised in accordance with section 701 of the
Act to make market purchases (within the meaning of section 693(4) of the Act)
of ZDP Shares, provided that: 1. the maximum number of ZDP Shares authorised
to be purchased is 14.99 per cent. of the issued ZDP Shares as at the date of
the passing of the resolution;
2. the minimum price which may be paid for a ZDP Share is 1 pence;
3. the maximum price which may be paid for a ZDP Share is 110 per cent. of its
accrued capital entitlement as at the business day immediately preceding the
day on which the ZDP Share is purchased;
1. 1. subject to (e) below, ZDP Shares may only be purchased at prices below
their prevailing accrued capital entitlement (as determined by the Directors
of the Company in accordance with the Articles of Association of the Company
(the “Articles”) as at a date falling not more than 10 days before the
date of the relevant repurchase and taking into account the costs of the
repurchase);
2. notwithstanding (d) above, Ordinary Shares in the capital of Premier Miton
Global Renewables Trust PLC (the “Parent”) and ZDP Shares may be
repurchased (by the Parent and the Company respectively) in such proportions
and at such prices so as to effect an increase in the net asset value per
Ordinary share in the capital of the Parent (as determined by the directors of
the Parent in accordance with the articles of association of the Parent as at
a date falling no more than 10 days before the date of the relevant
repurchases and taking into account the costs of the repurchases) and
where: 1. the Cover (as defined in the Articles) of the ZDP Shares would not
be reduced below 1.75 times; or
2. the Cover (as defined in the Articles) of the ZDP Shares would not be less
than the Cover of the ZDP Shares in issue immediately prior to the
repurchases,
in each case as determined by the Directors as at a date falling not more than
10 days before the date of repurchases; and
1. 1. the authority hereby conferred shall expire on the earlier of the
conclusion of the next annual general meeting of the Company and the date
which is 18 months after the date on which this resolution is passed, unless
previously renewed, varied or revoked by the Company in general meeting, save
that the Company may contract to purchase its ZDP Shares under the authority
hereby conferred prior to the expiry of such authority, which contract will or
may be executed wholly or partly after the expiry of such authority and may
purchase its ZDP Shares in pursuance of such contract.
By order of the Board
MUFG Corporate Governance Limited
Company Secretary
5 March 2025
REGISTERED OFFICE
Central Square, 29 Wellington Street
Leeds, LS1 4DL
United Kingdom
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
1. Only those holders of Ordinary Shares registered in the Company are entitled to attend and vote at the meeting. Holders of ZDP Shares have the right to receive notice of general meetings of the Company but do not have any right to attend, speak and vote at
any general meeting of the Company unless the business of the meeting includes any resolution to alter, modify or abrogate the special rights or privileges attached to ZDP Shares.
2. A member entitled to attend, vote, and speak at the meeting may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the annual
general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need
not be a shareholder of the Company.
3. To submit your proxy instructions, please complete the online form of proxy by logging on to www.signalshares.com and selecting PMGR Securities 2025 PLC. If you have not yet registered for the share portal you will need your investor code (IVC) which is
detailed on your share certificate or is available by contacting our Registrar, MUFG Corporate Markets via email at: shareholderenquiries@cm.mpms.mufg.com or calling on 0371 664 0300 or, if calling from overseas, on +44 (0) 371 664 0300. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrar is open between 09:00 - 17:30 p.m., Monday to Friday excluding public holidays in England and
Wales. Alternatively, you can request a paper proxy form from MUFG Corporate Markets using the contact details above and returning the completed form to the address shown on the form.
4. Any paper proxy form or other instrument appointing a proxy must be received by post to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or (during normal business hours only) by hand at the offices of the Company’s
registrars, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 12:15 pm on Tuesday, 22 April 2025.
5. The return of a completed proxy form or electronic vote, will not prevent a shareholder attending the annual general meeting and voting in person if he/she wishes to do so.
6. Unless otherwise indicated on the Form of Proxy or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
7. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/ she was nominated, have
a right to be appointed (or to have someone else appointed) as a proxy for the annual general meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
8. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
9. As at 5 March 2025 (being the latest practicable date prior to the publication of this Notice) the Company’s issued voting share capital consisted of 50,000 Ordinary Shares of £1 each, partly paid as to 25p each, all of which are held by the Parent
Company. In addition, there are 14,217,339 ZDP Shares of £0.01 each with no voting rights attached.
10. To be entitled to attend and vote at the annual general meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on Tuesday,
22 April 2025 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
12. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s
accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which
annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies
Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The
business which may be dealt with at the annual general meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
13. Members satisfying the thresholds have the right, under section 338 of the Companies Act 2006, to require the Company to give its members notice of a resolution which the shareholders wish to be moved at an annual general meeting of the Company.
Additionally, members have the right under section 338A of the Companies Act 2006 to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the annual general meeting. The Company is required to give
such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the annual general meeting or from at least 100 members with
the same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least £100. This request must be received by the Company not later than six weeks before the annual general meeting or, if later, the time
at which notice is given of the annual general meeting. In the case of a request relating to section 338A of the Companies Act 2006, the request must be accompanied by a statement setting out the grounds for the request.
14. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so in writing to the Company Secretary at the registered office address or at: pmgr@cm.mpms.mufg.com. No other methods of communication will be
accepted. In particular, you may not use any electronic address provided either in this notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.
15. The following documents will be available for inspection at the Company’s registered office during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the annual general meeting and at the place of the annual general meeting from 15 minutes prior to its commencement until its conclusion: * a copy of the Memorandum and Articles of Association of the Company; and
* the Annual Report and Accounts for the year ended 31 December 2024.
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order
of the meeting that the question be answered.
16. A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Investment Manager’s website: https://www.globalrenewablestrust.com
LEI Number: 213800J2XR8QTJ8Y6565
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