AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

HIGHWAY CAPITAL PLC

Annual / Quarterly Financial Statement Mar 31, 2018

4739_10-k_2018-03-31_3f3b60f3-c8b1-4962-a9d3-0ebf86c0a5f4.pdf

Annual / Quarterly Financial Statement

Open in Viewer

Opens in native device viewer

TCHGCAPITALPLC

DIRECTORS' REPORT AND FINAI\CIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2018 REGISTERED NIIMBER: 08971 695

TABLE OF CONTENTS

Strategic Report 2
Directors' Report 4
Statement of Directors' Responsibilities 6
Independent Auditor's Report 7
Statement of Comprehensive Income 1l
Statement of Financial Position2 t2
Statement of Changes in EquityS 13
Statement of Cash Flows . I t4
Notes to the Financial Statemertts 15

STRATEGIC REPORT

The directors present their strategic report for TCHG Capital plc (the "Company") for the year ended 3l March 2018.

Activity, objective, business model and review of the year

The Company was incorporated in England and Wales on I April 2014 as a public limited company. The Company is a special purpose company established for the purpose of issuing secured bonds (including further secured bonds issued in accordance with the conditions set out in the Prospectus dated 1 July 2014) and lending the proceeds thereof to Town and Country Housing Group ("Town & Country") or one or more of its subsidiaries. The Company has the benefit of a financial guarantee from Town & Country for the full and punctual payment of interest and principal.

In July 2014, the Company issued f,,80,000,000 Fixed Rate 4.665% secured bonds due 2045, listed on the London stock Exchange and granted a loan facility of €80,000,000 to Town & country.

The movements on the loan account during the year were:

Date ) Description Amount (f)
Balance at 31 March 2017 70,238,715
23 February 2018 Repayment (2,000,000)
27 February2018 Drawdown I I ,582, 160
29 March 2018 Repayment (9,000,000)
Balance at 31 March 2018 70,820,875

The directors consider the financial position of the company to be satisfactory.

Results

The Company's result for the year was lnil (2017: f,nil) and the directors do not recommend the payment of a dividend.

Key performance indicators (KPIs)

Financial KPIs - the key performance indicators of the business are considered to be the payment and receipt of interest and the net equity shareholders' funds, which at the year-end was Êl3k (2017: f l3k).

The actual receipts and payments of interest to and from the Company have been monitored to ensure these obligations are met. The directors believe that all conditions of the Prospectus and Loan Agreement have been met.

Non-financial KPIs - as the purpose of the business is entirely finance related, the directors are of the view that there are no meaningful non-financial KPIs that could be adopted.

Principal risk and uncertainty

The principal risk and uncertainty for the Company is credit risk as described more fully in note 13. This includes the correct and timely receipt of interest and principal on the loan due from Town & Country. During the year all amounts were on time and in full.

The directors have considered the nature and structure of the Company and are satisfied that there is sufficient capital in relation to the business activities and the planned levels of financial performance of the Company.

STRATEGIC REPORT (CONTTNUED)

f,'uture developments

The direotors consider the finanoial position of the Comparry to be satisfaetory and thatthe Company will eontinue to operate in its prinoipal activity.

By order of the Board

( ¡Õ,

R.O. Heapy Director 17 luly 2018

DIRECTORS' REPORT

The directors present their report and the audited financial statements of the Company for the year ended 31 March 2018.

Directors

The directors of the Company who held office during the year and up to the date of signing this report were:

L.D.C. Securitisation Director No. 3 Limited I.K. Bowden (resigned 22 May 2017) M.H. Filer (appointed 22May 2017) J.M. Ellis R.O. Heapy R.J. Tebbutt

The directors are not subject to retirement by rotation.

Directors' interests

The directors have no interests in any shares in the Company or its ultimate controlling party

Going concern

The directors consider that tþe Cordpany has adequate capital and liquid resources, an appropriate business model and fltnancial structure and Buitable ârrangements in place for it to be able to continue in operational existence,for the foreseeable future. Therefore the directors believe it appropriate for the financial statements to be prepared on a going concern basis.

Financial instruments and borrowÍngs

A discussionpf the Company's objectives, policies, strategies and risks with regard to financial instruments can be found in note 13 to the financial statements.

The Company is party to an agreement which raised finance through a fixed rate bond issue, the proceeds of which were advanced to Town & Country.

The Company does not undertake financial instrument transactions which are speculative or unrelated to the Company's trading activities.

Statement of disclosure to auditor

In so far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware. The directors have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to ensure that the Company's auditors are aware of that information.

Financial reporting, risk and internal controls

The Company has outsourced the financial reporting function to Law Debenture Corporate Services Limited.

Corporate governance and audit committee

Due to the Company's limited scope and nature of its activities, the Company's Board is itself responsible for all aspects of the Company's corporate governance. The Company does not, therefore, have a separate audit committee.

DIRECTORS' REPORT (CONTINUED)

Auditors

On ll January 2018, Nexia Smith & rWilliamson Audit Limited resigned as auditors to the Company and BDO LLP were appointed in their place.

By order of the Board

L ôr

R.O. Heapy Director 17 July 2018

Registered Oflice FifthFloor 100 Wood Street I¡ndonEC2V 7E)K

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS

The directors are responsible for preparing the strategic report, the directors' 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 the directors have elected to prepare the financial statements in accordance with Financial Reporting Standard 102 ("FRS 102"): The Financial Reporting Standard applicable in the United Kingdom and Republic of lreland. 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 the profit or loss of the Company for that year.

In preparing these financial statements, the directors are required to:

  • o select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent; a
  • state whether applicable.UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; o
  • 'a prepare the financia\ statements ori the going concern basis unless it is inappropriate 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 disclbse with regsonable accuracy at any time the financial position of the company and enable them to ensure that the. financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of 'the Company and hence for taking reasonable steps for the prevention and detection offraud and other irregularities.

The directors confirm, to the best of their knowledge:

  • the financial statements have been prepared in accordance with UK Generally Accepted Accounting Practice and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; a
  • the financial statements and annual report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces. a

The names of all the directors are stated on page 4.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCHG CAPITAL PLC

Opinion

We have audited the financial statements of TCHG Capital PLC (the 'company') for the year ended 3l March 2018, which comprise the statement of comprehensive income, statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard ín the United Kingdom and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

  • ' the financial statements give a true and fair view of the state of the company's affairs as at 3l March 2018 and ofthe result for the year then ended;
  • ' the company frnancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • ' the frnancial statements h3ve been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordançe wlth International Standards on Auditing (UK) (ISAs (LlK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the fìnancial stêtements section of our report. Vy'e are independent of the company in accordance with the ethical requirements that are releVant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed ând public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

  • ' the directors' use of the going concem basis of accounting in the preparation of the financial statements is not appropriate; or
  • ' the directors have not disclosed in the frnancial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most signifrcance in our audit of the financial statements of the current period and include the most signifïcant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team, These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Due to the nature of the entity and its activities no key audit matters were identified.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCHG CAPITAL PLC (continued)

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take into account of the nature of identified misstatements, and the particular circumstances of their occunence, when evaluating their effect on the financial statements as a whole.

We determined materiality for the financial statements as a whole to be f809,000 which represents I .0% of total assets.

We also apply a specific materiality level for all items within the statement of comprehensive income. The specific materiality level that we applied was Ê37,600, which is 1.0% of income.

We used total assets and income as our chosen benchmarks to determine materiality and for specific materiality as these are considered to be the areas ofthe financial statements ofgreatest interest to the principal users ofthe financial statements and the areas which will have greatest impact on investor and lender decisions.

Performance materiality is the apþlication of materiality at the individual account or balance level set at an amount to reduce to an appropriately low level the probability that the aggregate ofuncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality was set at 65%o of materiality or specific materiality dêpending on the financial statement area being audited. In setting the level of performance materiality. We consiðered a number of factors including the expected total value of known and likely misstatements (based on past experience and other factors) and management's attitude towards proposed adjustments.

We agreed with the Board that misstatements in excess of 0750, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

An overview of the scope of our audit

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the flrnancial statements as a whole, taking into account the accounting processes and controls, the complexity of operations and the degree of estimation and judgement in the financial results.

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form ofassurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

  • ' the information given in the strategic report and the report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • ' the strategic report and the report ofthe directors have been prepared in accordance with applicable legal requirements.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCHG CAPITAL PLC (continued)

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the report of the directors.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • ' adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
  • ' the financial statements are not in agreement with the accounting records and returns; or
  • ' certain disclosures of directors' remuneration specified by law are not made; or
  • ' we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the frnancial statements and for being satisfied that they give a true and fair view, and for such internal control as the dirbctors determine is necessary to enable the preparation of frnancial statements that are free from material misstatement, whether due to fraud or eror.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, discloSing, as:applicable, matters related to going concem and using the going concern basis of acccjunting unless the lirectors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable a'ssurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (LJK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auclitorsresponsibilities. This description forms part of our auditor's report.

Other matters on which we are required to report

Following the recommendation of the audit committee, we were appointed by the board on I I January 2018 to audit the financial statements for the year ending 3l March 2018 and subsequent financial periods. The period of total unintemrpted engagement is I year, covering the year ending 3l March 2018.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the directors.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TCHG CAPITAL PLC (continued)

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

¿r¿fo I-^LP

Elizabeth Kulczycki, Senior Søtutory Auditor For and on behalf of BDO LLP, Statutory Auditor Gatwick United Kingdom

Date: L+ ¿ Z-ot 8

BDO LLP is a liryited liabilitypartnership registered in England and Wales (with registered number oc30st27).

.i,

).

STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 March

Note 2018
f000
20t7
9000
Interest receivable 3 3,331 631
Other income 4 432 3,136
Interest payable 5 (3,732) (3,732)
Administrative expenses (31) (35)
Result on ordinary aotivities before tâxation 6
Taxation 7
Result for the year

There are no other items of comprehensive income other than the result for the year stated above. Accordingly, no statement of other comprehensive income is given.

The above amounts relate exclusively to continuing operations.

IrThe notes on pages 15 to 20 form part of these fïnancial statements.

STATEMENT OF' FINANCIAL POSITION As at 31 March

Note 2018
f000
201'1
f000
Financial assets
Loans and receivables 8 70.821 70.239
Current assets
Cash and cash equivalents 9 9,181 9,922
Debtors: Amounts falline due within one vear 10 922 761
10,103 10,683
Financial liabilities: Amounts falling due
within one year
t2 (911) (909)
Net current assets 9.192 9;174
Total assets less current liabilities
ì
80,013 80,013
Financial liabilities: Amounts falling due after mo¡e than
one vear
t2 (80,000) (80,000)
Net assets 13 l3
Capital and reserves
j
Called up share capital
t4 13 l3
Profit and loss account
Shareholders' funds 13 l3

The notes on pages 15 to 20 form part of these financial statements.

The financial statements were approved and authorised for issue by the directors on 17 July 2018 and signed on behalfby:

R.O. Heapy Director

TCHG CAPITALPLC

STATEMENT OF CHAI\¡GES IN EQUITY For the year ended 31 March 2018

Profit and loss
Share capltal account Total
t000 f000 r000
Total equity as at I April 2016 t3 t3
Net result for the year
Totel eoultv as at 31 March 2017 13 13
Total equity as at I April 2017 13 t3
Net result for the year
Total eoultv as at 31 March 2018 13 13

,The notes on pages 15 to 20 form part of these financial statements.

TCHG CAPITAL PLC

STATEMENT OF CASH FLOWS For the year ended 31 March

2018
f000
20t7
f000
Operating activities
Result on ordinary activities before taxation
(Increase)/decrease indebtors
(161)
93
Increase in creditors
2
2
Cash flow from
activities
1159)
95
Investing activities
Investments redeemed 34,329
Loan repaid
11,000
28,996
Loan advanced
111.582)
00.239\
Cash flow from investing activities
1582)
(6,914)
Decrease in cash and cash eouivalents
fl41\
16.819)
Cash and cash equivalents aûbeginning ofyear .l
9.922
16,741
Cash and cash eûuivalents at end of vear
9.181
9.922

The notes on pages 15 to 20 form part of these fìnancial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March 2018

l. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The frnancial statements have been prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the United Kingdom and Republic of lreland. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the accounting policies.

The financial statements have been prepared under the historical cost convention and in accordance with the Company's accounting policies.

Going concern

The directors consider that the Company has adequate resources, an appropriate fìnancial structure and suitable arrangements in place for it to continue in operational existenci fòr the foreseeable fi¡ture and therefore believe it appropriate for the financial statements to be prepared on the going concern basis.

Functional and presentational currency

The financial statements are presented in sterling, which is the Company's functional and presentational currency.

Income recognition

The Company's principal source of income is interest receivable and is recognised on a receivable basis. The directors consider it would be misleading to classify this source as turnover.

Other income comprises of commitrirent fees and amounts recharged to Town & Country in respect of administrative expenses incurred during the period.

Commitment fees arise in respect of any undrawn commitment on each loan payment date, equal to Town & Country's share of the applicable coupon amount in respect of the relevant loan interest period and is recognised on a receivable basis.

All income derives from the company's principal activity, wholly within the uK.

Administrative expenses

All administrative expenses, which comprise primarily professional fees and other overheads, are accounted for on an accruals basis.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and at bank and short-term bank deposits with an original maturity of three months or less which are an integral part of the Company's cash management.

Impairment of assets

Financial assets are assessed for impairment at each balance sheet date using the expected credit loss model' Lifetime expected credit losses are recognised where there has been a signihcant increase in credit risk since initial recognition, otherwise l2 months' expected credit losses ari recognised. Credit risk is assessed as the risk of a default occurring over the expected life of the financial instrument. Impairment gains or losses are recognised in profit or loss.

Taxation

Corporation tax is payable on profits based on the applicable tax law and is recognised as an expense in the year in which profits arise. The tax effects of tax losses available to carry forward are recognised as an asset when it is probable that future taxable profits will be available against which these lõsses can be utilised' The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantially enacted by the reporting date.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March 2018 (Continued)

1. SUMMARY oF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments

Financial assets and liabilities are recognised in the balance sheet when the Company becomes a parry to the contractual provisions of the instrument.

Investments in UK Gilts are initially recognised at cost and subsequently measured at amortised costs in accordance with IFRS 9. All other financial assets and liabilities are measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of hnancial assets and liabilities are added to or deducted from the fair value ofthe financial assets or financial liabilities, as appropriate on initial recognition.

As permitted by FRS 102 the Company has made an accounting policy choice of applying the recognition and measurement requirements of IFRS 9. Accordingly the loan to Town & Òouniry is classified as loans and receivables and is initially recognised at fair value and then carried at amortised cost using the effective interest rate method.

The secured bonds ispued are also. initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accêpted accounting practice requireq management to make estimates and judgements that affect the reported amounts of ãssets and liabilities as well as the disclosurd of contingent assets and liabilities at the balance sheet date and the reported amounts ofrevenues and expenses during the reporting period.

Critical accounting j udgements

There are no critical accounting judgements.

Key sources of estimation uncertainty

The key source of estimation uncertainty is in relation to impairment of assets. Details of the estimation uncertainty are included under the accounting policy on impairment of assets.

2 EMPLOYEE INFORMATION AND DIRECTORS' EMOLUMENTS

There were no employees in the Company during the year.

The directors received no emoluments in respect of their services to the Company during the year.

INTEREST RECEIVABLE 3.

2018
f000
20t7
€000
Interest on loan to Town & Country 3,312 503
Interest on investments ß t28
3.331 63r

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March 2018 (Continued)

4. OTHER INCOME

2018
£000
2017
£000
Commitment fee 401 3,101
Reimbursable expenses 31
-------------------
35
432 3,136

5. INTEREST PAYABLE

2018
£000
2017
£000
Interest on secured bonds 3.732
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
2.720

-----------------
--------

RESULT ON ORDINARY ACTIVITIES BEFORE TAXATION 6.

The following apounts have bèen included in aniving at the result on ordinary activities before taxation.

2018 2017
£000 £000
Auditor's remuneration for the audit of the Company's financial
statements
Fees to auditors for non-audit services

7 TAXATION

(a) Analysis of charge in the year 2018
£000
2017
£000
Current tax:
Corporation tax charge for the year
Corporation tax charge in respect of prior year -
Total taxation charge for the year -

(b) Factors affecting the tax charge for the current year

The current tax for the year is the same as the standard rate of corporation tax in the UK of 19% (2017:20%).

2018 2017
£000 £000
Result for the year
Corporation tax levied at the standard rate of corporation tax in
the UK of 20%
Adjustment in respect of prior periods
Total current tax charge for the year

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March 2018 (Continued)

8. LOANS AND RECEIVABLES

2018
f000
2017
s000
Loan to Town & Country 70.821 70,239
The principal terms of the loan are detailed in note 13
9 CASH EQUIVALENTS
2018 2017
s000 f000
Liquidity tund 9,152
Cash at bank 29 9,922
9,181 9.922
10. DEBTORS: amounts falling due within one year
2018 20t7
f000 f000
Accrued interest and commitment fee 914 754
Prepayments I 7
922 76t
11. FINANCIAL LIABILITIES: amounts falling due within one year
2018 20t7
f000 f000
Other creditors 9 7
Accrued interest 902 902
911 909
12, FINANCIAL LIABILITIES: amounts falling due after more than one year
2018 2017
t000 Ê000
Secured bonds (due October 2045) 90.000 80,000

The principal terms of the secured bonds are detailed in note 13 and carries the same terms as the loan to TCHG.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MaTch 2016 (Continued)

13. FINANCIAL INSTRUMENTS

The Company's financial instruments are shown in the table below.

2018 20t7
f000 Ê000
Financial assets that are debt instruments measured at amortised cost 71,i43 7l,000
Financial liabilities measured at amortised cost 80.911 80,909

In July 2014,the Company granted a revolving loan facility to Town & Country of f80,000,000 which has been financed by a fixed rate secured bond issue.

The loan bears interest at a fixed rate of 4.665%o payable six-monthly in January and July, the principal of which is due for tepayment in 20 equal instalments from and including 3 January 2036 to ánd including 3 July2045.

The movements on the loan account since inception were:

Date \ Description Amount (f)
I July 2014 Drawdown 44,996,000
Balance at 3l March 2015 44,996,000
31 March 2016 Repayment (16,000,000)
Balance at 3l March 2016 29,996,000
l0 May 2016 Repayment (28,996,000)
20 February 2017 Drawdown 60,000,000
17 March2}l7 Drawdown 10,239,715
Balance at 31 March 2017 70,238,715
2 February2018 Repayment (2,000,000)
27 February2018 Drawdown I 1,582,160
I March 2018 Repayment (9,000,000)
Balance at 31 March 2018 70,820,875

The Company has the beneflrt of a financial guarantee from Town & Country for the due and punctual payment of interest and principal.

The bond is secured by a fixed charge over a specified pool of assets of Town & country.

The Company does not undertake frnancial instrument transactions which are speculative or un¡elated to the Company's trading activities.

A description of the principal risks relating to financial instruments and their relevance to the Company and how they are managed is given below.

Liquidity risk

As noted above, the secured bonds are repayable by 2045. Repayment of the interest and principal on the loan to Town & Country is received prior to the interest payment dates and repayment dates of the secured bonds. In the event of a delay or default in the payment of interest by the borrower, the terms of the secured bonds make it clear that the Company is only obligated to pay interest and capital to Loan Note holders to the extent that amounts have been received from Town & country.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MaTch 2016 (Continued)

13. FINANCIALINSTRUMENTS (continued)

Credit risk

Although Town & Country is the only client of the Company, the directors are satisfied that Town & Country will be able to fulfil its obligations.

Capital management

The Company has no externally imposed capital requirements and has been set up for the sole purposes of financing loans to Town & Country.

14, SHARE CAPITAL

2017 2016
9000 Ê000
50,000 ordinary f,,I shares, each a quarter paid 13 l3

The Company issued 50,000 ordinary f I shares, each a quarter paid, on I April 2014, consideration for which was f,,12,500. The capital of the Company comprises share capital only.

15. RELATED PARTY TRANSACTIONS

The Company has entered into a loan agreement with Town & Country, an exempt charity registered as aCommunity Benefit Society. The Company's shares are held by an independent trustee with Town & Country having an option to purchaSe them. Town & Country met all of the Company's net interest and running costs so that it achieved a break-even position.

In July 2014, the Company granted an !80 million loan facility to Town & Country, of which the amount advanced at the balance sheet date is f70,821k (2017: f70,239k).

Interest, commitment fee and reimbursable expenses receivable from Town & Country in the year amounted to f3,744k(2017: Í3,639k) of which f9l4k(2017: t754k) was ourstanding ar year end.

16. ULTIMATE PARENT AND THE CONTROLLING PARTY

Under a Trust Deed dated 27 June 2014, The Law Debenture Intermediary Corporation plc. acts as share trustee, holding the member's rights on a discretionary basis for charitable purposes.

In the opinion of the directors, Town and Country Housing Group is the controlling party and TCHG Capital PLC's results are included in the consolidated Town and Country Housing Group's financial statements. Copies may be obtained from Town and Country Housing Group, Monson House, I Monson Way, Royal Tunbridge V/ells TNI lLQ.

17, DESCRIPTION OF RESERVES

The Company's reserves represent cumulative profits and losses, net of dividends paid and other adjustments.

18. SUBSEQUENT EVENTS

There were no significant events after the balance sheet date.

Talk to a Data Expert

Have a question? We'll get back to you promptly.