REG - Spire Healthcare Grp - Annual Financial Report <Origin Href="QuoteRef">SPI.L</Origin> - Part 2

Spire HealthcareAnnouncement

15/07/2015 14:13

- Part 2: For the preceding part double click  ID:nRSV0347La 

preparing these financial statements, the directors are required to: 
 
·    select suitable accounting policies in accordance with IAS 8: Accounting
Policies, Changes in Accounting Estimates and Errors and then apply them
consistently; 
 
·    make judgements and estimates that are reasonable and prudent; 
 
·    present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information; 
 
·    provide additional disclosures when compliance with the specific
requirements in IFRSs as adopted by the EU is insufficient to enable users to
understand the impact of particular transactions, other events and conditions
on the Group's and Company's financial position and financial performance; 
 
·    state that the Group's and Company's financial statements have complied
with IFRSs as adopted by EU, subject to any material departures disclosed and
explained in the financial statements; and 
 
·    prepare the financial statements on a going-concern basis, unless it is
not appropriate to presume that the Company will continue in business. 
 
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 Company's financial position and enable
them to ensure compliance with the Companies Act 2006. They are also
responsible for safeguarding the Company's assets and for taking reasonable
steps for the prevention and detection of fraud and other irregularities. 
 
Each of the directors, whose names and functions are listed on pages 56 and
57, confirms that: 
 
·    to the best of their knowledge, the consolidated financial statements and
the Company financial statements, which have been prepared in accordance with
IFRS as adopted by the EU, give a true and fair view of the assets,
liabilities, financial position and profit of the Company on a consolidated
and individual basis; 
 
·    to the best of their knowledge, the Strategic Report and the Directors'
Report include a fair review of the development and performance of the
business and the position of the Company on a consolidated and individual
basis, together with a description of the principal risks and uncertainties
that it faces; and 
 
·    they consider that 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 performance, business model and
strategy. 
 
By order of the Board, 
 
Rob Roger 
 
Chief Executive Officer 
 
Simon Gordon 
 
Chief Financial Officer 
 
23 March 2015 
 
Related party transactions 
 
The following description of related party transactions is extracted from
pages 125 and 126 (note 33) of the Spire Healthcare Group plc Annual Report
2014. 
 
Key management personnel are deemed to be the directors and members of the
executive management team as set out on pages 56 to 58. 
 
More detailed information regarding the directors' remuneration,
shareholdings, pension entitlements and other long term incentive plans is
shown in the Directors' Remuneration Report on pages 74 to 88. 
 
Relationship Agreement 
 
On 7 July 2014, the Group and Cinven Funds, the former ultimate parent
undertakings, entered into the Relationship Agreement, which, upon Admission,
regulates the ongoing relationship between the Group and Cinven Funds. The
principal purpose of the Relationship Agreement is to ensure that the Group is
capable of carrying on its business independently of Cinven Funds, that
transactions and relationships with Cinven Funds (including any transactions
and relationships with any member of the Group) are at arm's length and on
normal commercial terms, and that the goodwill, reputation and commercial
interests of the Group are maintained. 
 
The directors believe that the terms of the Relationship Agreement will enable
the Group to carry on its business independently of Cinven Funds. 
 
Trading transactions 
 
Group companies entered into the following transactions: 
 
 (£ million)                                                        
 Counterparty                    Nature of transaction  2014  2013  
 Former parent undertakings:                                        
 Cinven Limited                  Monitoring fees*       0.4   0.6   
 Rozier Finco Limited            Interest payable       45.1  75.8  
 Rozier Finco 2 Limited          Interest payable       9.1   14.9  
 Other related party:                                               
 Management team of Spire Group  Interest payable       0.3   0.5   
 Subsidiary undertakings:                                           
 Montefiore House Limited**      Management services    0.5   0.3   
 Montefiore House Limited **     Property rentals       1.8   1.7   
 Montefiore House Limited**      Interest receivable    1.0   1.5   
 
 
*           In respect of the monitoring of the performance of the Group on
behalf of Cinven Funds. 
 
**          Montefiore House Limited ('MHL') is a hospital operating company
which is owned 50.1% by the Group. A subsidiary company of the Group provides
management services to MHL, leases the hospital property to MHL in exchange
for the payment of rent by MHL and loan finance. 
 
Amounts owed (to)/by related parties 
 
 (£ million)                        Nature of relationship      2014  2013  
 Cinven Limited                     Former parent undertakings  -     0.1   
 Rozier No. 1A Limited Partnership  Former parent undertakings  -     12.6  
 Montefiore House Limited           Subsidiary undertaking      22.1  18.6  
 
 
Loans due to related parties 
 
 (£ million)                           Nature of relationship      2014  2013   
 Spire Healthcare Limited Partnership  Former parent undertakings  -     2.6    
 Rozier Finco Limited                  Former parent undertakings  -     707.6  
 Rozier Finco 2 Limited                Former parent undertakings  -     138.9  
 Management team                       Other related party         -     4.4    
 
 
As part of Admission, the loans due to former parent undertakings and the
Management team were either capitalised or repaid. 
 
For year ended 31 December 2013, amounts payable to Rozier Finco Limited,
Rozier Finco 2 Limited and Management carried interest of 12% per annum. 
 
Transactions with key management personnel 
 
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, directly
or indirectly. They include the Board and executive management team, as
identified on pages 56 to 58. 
 
Compensation for key management personnel is set out in the table below: 
 
 (£ million)                   Notes  2014  2013  
 Short-term employee benefits         17.3  1.5   
 Post-employment pension              0.3   0.2   
 Share-based payments          28     2.8   -     
 Total                                20.4  1.7   
 
 
Included within short-term employee benefits are IPO bonuses of £14.2
million. 
 
This information is provided by RNS
The company news service from the London Stock Exchange