Quarterly Report • Sep 30, 2011
Quarterly Report
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Unaudited Condensed Financial Statements For the six months ended 30 September 2011
| Page | |
|---|---|
| Management Report and Responsibility Statement | 1 |
| Profit and Loss Account | $\overline{2}$ |
| Balance Sheet | 3 |
| Notes to the Financial Statements | $\Delta$ |
The directors present their management report for the six months to 30 September 2011.
The results for the Company show a pre-tax loss of £31k (30 September 2010: loss of £31k) for the period (see page 2).
At 30 September 2011 the Company had net assets of £26,115k (30 September 2010: £26,381k).
The directors do not recommend the payment of a interim dividend on the ordinary shares for the period (2010: £nil). Dividends paid on the preference stocks in the period amounted to £31,385 (2010: £31,385).
The company is a wholly owned subsidiary of Investec Group Investments (UK) Limited, which is in turn an ultimately wholly-owned subsidiary of Invested plc.
The company is an investment holding company and it is the directors' intention that the company will continue its business as an investment holding company during the forthcoming year.
The company's 3.5 per cent and 5 per cent cumulative preference stocks are listed on the London Stock Exchange.
Investec Group Investments (UK) Limited and its subsidiaries own all of the ordinary shares, £266,586 nominal 3.5 per cent cumulative preference stock and £96,612 nominal 5 per cent cumulative preference stock of the company.
The company's principal activity is to source funds from the financial market for Group activities. The financial risks are managed at the Group level. Surplus liquidity arising from time to time was loaned by the company during the year on an interest free basis to its immediate parent company, Investec Group Investments (UK) Limited. The loan is repayable upon demand and the company has the right, at any time and at its sole discretion, to charge interest thereon at a commercial rate.
The company's exposure to financial risks is further discussed in note 10.
We confirm that to the best of our knowledge:
a) The condensed set of financial statements has been prepared in accordance with financial reporting standards, gives a true and fair view of assets, liabilities, financial position and profit or loss of the issuer.
b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year).
Neither the company nor the directors accept any liability to any person in relation to the half-yearly financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000.
By order of the Board
Steve Burgess
30 November 2011
Andrew Barnes
| Notes | Unaudited 30 September 2011 £000 |
Unaudited 30 September 2010 £000 |
Audited 31 March 2011 £000 |
|
|---|---|---|---|---|
| Interest payable | 3 | (31) | (31) | (63) |
| LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION | (31) | (31) | (63) | |
| Taxation | $\overline{2}$ | (203) | ||
| LOSS ON ORDINARY ACTIVITIES AFTER TAXATION | (31) | (31) | (266) | |
| RETAINED LOSS FOR THE PERIOD | 8 | (31) | (31) | (266) |
There are no recognised gains or losses in the period other than the retained loss for the financial period.
There is no material difference between the results disclosed in the profit and loss account and the results on an unmodified historical cost basis.
| Notes | Unaudited 30 September 2011 £000 |
Audited 31 March 2011 £000 |
Unaudited 30 September 2010 £000 |
|
|---|---|---|---|---|
| CURRENT ASSETS | ||||
| Receivable from immediate parent undertaking | 4 | 28,915 | 28,946 | 28,978 |
| CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR | 5 | (1, 155) | (1, 155) | (952) |
| NET CURRENT ASSETS | 27,760 | 27,791 | 28,026 | |
| CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR | 6 | (1,645) | (1,645) | (1,645) |
| NET ASSETS | 26,115 | 26,146 | 26,381 | |
| CAPITAL AND RESERVES | ||||
| Called up share capital | 7 | 14,436 | 14,436 | 14,436 |
| Profit and loss account | 8 | 11,679 | 11,710 | 11,945 |
| TOTAL EQUITY SHAREHOLDERS' FUNDS | 26,115 | 26,146 | 26,381 |
The interim results are prepared in accordance with the recognition and measurement requirements of Financial Reporting Standards and the disclosure of transparency rules. The accounting policies applied in the preparation of the results for the six months ended 30 September 2011 are consistent with those adopted in the financial statements for the year ended 31 March 2011.
The information in this report for the six months to 30 September 2011, which was approved by the board of directors on ?? November 2011, does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006 ("Act"). Statutory accounts for the year ended 31 March 2011, which contained an unqualified audit report under Chapter 3, Part 16 of the Act and which did not contain statements under Section 498 of the Act, have been delivered to the Registrar of Companies in accordance with Section 1068 of the Act.
The company is exempt from the requirements to prepare a cash flow statement under Financial Reporting Standard 1, because a consolidated cash flow statement is included in the publicly available consolidated financial statements of its ultimate parent undertaking, Investec plc.
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not qualify as trading assets and have not been designated as either fair value through profit and loss or available for sale. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in income when the receivables are derecognised or impaired, as well as through the amortisation process.
The preference shares issued by the company create a financial liability as defined by FRS 25 and are therefore presented as a liability in the balance sheet. Shares classified as debt are initially measured at fair value net of transaction costs and thereafter at amortised cost until extinguished on redemption. The corresponding dividends relating to the liability are charged as interest expense in the profit and loss account on an accruals basis.
Corporation tax is provided on taxable profits at the current rate.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be sustainable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements, which are capable of reversal in one or more subsequent periods.
Deferred tax is measured at a non-discounted basis at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
The directors have taken advantage of the exemptions available in Financial Reporting Standard 8 from disclosing transactions with related parties which are members of the Investec plc group.
| Unaudited 6 months to 30 September 2011 £000 |
Unaudited 6 months to 30 September 2010 £000 |
Audited Year to 31 March 2011 £000 |
|
|---|---|---|---|
| Taxation | ٠ | - | 203 |
The effective tax rate for the period is $0\%$ (2010 - 0%). The current tax charge is lower than the standard rate of UK Corporation Tax, due to the following reconciling items:
| Tax on loss on ordinary activities at 26% (2011--28%) | £000 (8) |
£000 (10) |
£000 (18) |
|---|---|---|---|
| Disallowed expenses (dividend on preferred shares) | 18 | ||
| Tax losses claimed by fellow group companies for nil cost | '94) | (223) | |
| UK to UK transfer pricing adjustment | 94 | 224 | 203 |
| 203 | |||
In the event that, in future periods, if tax losses are not available from group companies to offset taxable profits, the company may incur a tax liability. The company expects to have sufficient resources available to meet such obligations.
The interest payable represents the dividend paid and accrued on the cumulative preference shares classified as financial liabilities and comprises the following:
| Unaudited 6 months to 30 September 2011 £000 |
Unaudited 6 months to 30 September 2010 £000 |
Audited Year to 31 March 2011 £000 |
||
|---|---|---|---|---|
| Dividends paid | ||||
| 3.5% Cumulative preference shares | 1 June | 3 | ||
| 3.5% Cumulative preference shares | 1 December | 12 | 12 | 23 |
| 5% Cumulative preference shares | 15 May | 2 | ||
| 5% Cumulative preference shares | 15 November | 5 | 5 | 9 |
| Dividends payable | ||||
| 3.5% Cumulative preference shares | 15 | |||
| 5% Cumulative preference shares | 3 | 3 | ||
| 31 | 31 | 63 |
The amount represents a loan to the immediate parent company, Investec Group Investments (UK) Limited on an interest free basis. The loan is repayable upon demand and the company has the right, at any time and at its sole discretion, to charge interest thereon at a commercial rate.
| Unaudited | Audited | Unaudited | |
|---|---|---|---|
| 30 September | 31 March | 30 September | |
| 2011 | 2011 | 2010 | |
| £000 | £000 | £000 | |
| Amounts owed to parent and fellow subsidiary undertakings |
18 | 18 | 18 |
| Other creditors | 55 | 55 | 55 |
| Provision for tax | 1,082 | 1,082 | 879 |
| 1,155 | 1,155 | 952 |
| Unaudited 30 September 2011 £00 |
Audited 31 March 2011 £000 |
Unaudited 30 September 2010 £000 |
|
|---|---|---|---|
| 1,300,000 3.5% cumulative preference shares of 1.75p each authorised, issued, allotted and fully paid up 345,438 5% cumulative preference shares of 2.5p each |
1,300 | 1,300 | 1,300 |
| authorised, issued, allotted and fully paid up | 345 | 345 | 345 |
| 1,645 | 1,645 | 1,645 |
The 3.5% cumulative preference stock and the 5% cumulative preference stock carry the following rights:
| Authorised | Unaudited 30 September 2011 £000 |
Audited 31 March 2011 £000 |
Unaudited 30 September 2010 £000 |
|---|---|---|---|
| 60,000,000 (2010: 60,000,000) ordinary shares of 25p each | 15,000 | 15,000 | 15,000 |
| Issued, allotted and fully paid 57,744,387 (2010: 57,744,387) ordinary shares of 25p each |
14,436 | 14,436 | 14,436 |
| Profit and loss account £000 |
|
|---|---|
| Balance at the beginning of the year Retained loss for the period (unaudited) |
11,710 (31) |
| Balance at the end of the period | 11,679 |
| 30 September | 31 March | 30 September | |
|---|---|---|---|
| 2011 | 2011 | 2010 | |
| £000 | £000 | £000 | |
| Opening shareholders' funds | 26,146 | 26.412 | 26,412 |
| Loss for the financial period (unaudited) | (31) | (266) | (31) |
| Closing equity shareholders' funds | 26,115 | 26.146 | 26,381 |
As a wholly-owned subsidiary of Investec plc, the company falls under the Investec Group's Risk Management Framework which is set out in the combined Investec plc and Investec Limited 2011 financial statements. Risk Management and Corporate Governance report.
The company has no exposure to credit risk other than on the loan advanced to the parent undertaking.
The company's only financial obligations in the foreseeable future are payment of dividend on the preference shares and administrative expenses. The company is able to recall the loan to the parent undertaking (or part thereof) at any time and thereofore does not foresee any risk of being unable to meet its financial commitments.
Interest rate risk
The company has a fixed interest obligation in respect of the dividend on the preference shares and is therefore not exposed to fluctuation in interest rates. The loan to the parent is interest free. However, the company has the right at any time and at its sole discretion to charge interest thereon at a commercial rate.
The company manages and monitors its capital on an ongoing basis and with consideration for the ongoing commitments of the entity. The company is not regulated and therefore it is not subject to any capital adequacy requirements.
The company's immediate parent undertaking is Investec Group Investments (UK) Limited.
The company's ultimate parent undertaking and controlling party is Investec plc, a company incorporated in the United Kingdom and registered in England and Wales. Investec Bank (UK) Limited is the smallest group in which the results of the company are consolidated. The consolidated financial statements of Investec plc and Investec Bank (UK) Limited are available to the public and may be obtained from Investec plc at 2 Gresham Street, London, EC2V 7QP.
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