TIDMAJ13
RNS Number : 6754A
Ellenbrook Developments PLC
26 September 2022
Company Registration No. 04318115
ELLENBROOK DEVELOPMENTS PLC
INTERIM MANAGEMENT STATEMENT AND
CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS TO 30 JUNE 2022
ELLENBROOK DEVELOPMENTS PLC
CONTENTS
Company Information 1
Interim Management Report 2 - 3
Directors' Responsibility Statement 4
Condensed Unaudited Interim Statement of Total Comprehensive Income 5
Condensed Unaudited Interim Balance Sheet 6
Condensed Unaudited Interim Statement of Changes in Equity 7
Notes to the Condensed Unaudited Interim Financial Statements 8
- 1
ELLENBROOK DEVELOPMENTS PLC
COMPANY INFORMATION
Registered Office 8 White Oak Square
London Road
Swanley
Kent
BR8 7AG
Directors N M Anand
M Dardi
Company Secretary Vercity Management Services Limited
Auditor RSM UK Audit LP
Chartered Accountants
Central Square
5(th) Floor
29 Wellington Street
Leeds
LS1 4DL
ELLENBROOK DEVELOPMENTS PLC
INTERIM MANAGEMENT REPORT
The Directors have pleasure in submitting their Interim
Management Report and Condensed Unaudited Interim Financial
Statements for the six-month period ended 30 June 2022.
Principal Activities and Business Review
There have not been any significant changes in the Company's
principal activities in the period under review and there have been
no important events to disclose. The interim service fee and scope
of service remain materially unchanged.
Principal Risks and Uncertainties
The company has exposures to a variety of financial risks which
are managed with the purpose of minimising any potential adverse
effect on the company's performance. The directors have policies
for managing each of these risks and they are summarised below:
Major Maintenance
The principal risk borne by the company is that maintenance
costs exceed those forecast in the financial model agreed at
financial close. This risk is mitigated by regular management
review of actual expenditure against budget and technical
evaluations of the physical condition of the facilities.
Availability
Investment in the project is funded primarily by the Bond and
subordinated unsecured loan stock. During the operational phase the
principal source of funds available to meet its liabilities under
the Bond will be the unitary charge received from the University
under the Project Agreement. Failure to achieve the forecast levels
of availability would result in lower than forecast revenues and
this may adversely affect the company's ability to make payments to
Bondholders. In order to minimise deductions against revenue for
unavailability, the Management Service Provider agree annual
lifecycle plans to ensure the asset stays in a good condition so
unavailability is prevented from occurring. Deductions incurred to
30 June 2022 were recovered from the service provider, resulting in
a net deduction of GBPnil (2021: GBPnil).
Service performance
Performance risk under the Project Agreement and related
contracts are passed on to the service providers. The obligations
of these subcontractors are underwritten by parent company
guarantees. Ultimately, poor performance may result in the
University having the right to terminate the Project Agreement. The
company has outsourced the financial and operational reporting
functions to Vercity Management Services Limited (Vercity).
Services and deductions are monitored by Vercity and there are
monthly strategic meetings between the University, service provider
and Vercity to create and discuss actions to minimise performance
failures. As noted in the discussion of the company's KPI's, the
levels of deductions levied in the year were low and are not
considered to pose a risk to the project.
COVID-19
The company is exposed to risks around the COVID-19 outbreak
which the World Health Organisation declared as a health emergency
on 30 January 2020 and a global pandemic on 11 March 2020. Whilst
the company itself is not considered to be significantly exposed,
due to performance risk being passed on to the service provider,
subcontractors who it engages with are considered to have exposure
in relation to staff being unavailable and therefore not providing
the services they are contracted to carry out.
ELLENBROOK DEVELOPMENTS PLC
INTERIM MANAGEMENT REPORT (CONTINUED)
COVID-19 (continued)
There is a risk to the company of not being paid in line with
the Project Agreement by our customers, the University of
Hertfordshire and Polyfield Properties Ltd. The company has been in
constant and close dialogue with the University and facilities
management ("FM") service provider since the beginning of the
COVID-19 pandemic to ensure critical services are maintained,
albeit through a reduced service, and to devise a revised schedule
of works to ensure deferred lifecycle activities are undertaken and
completed. The directors have also considered the impact of the
pandemic on the company's customers and do not believe there to be
any further risk to the project as a result of this. The company's
insurance policy will cover loss of revenue following interruption
by an occurrence of a notifiable disease. As of 5 March 2020,
COVID-19 was added to the Governments list of notifiable
diseases.
There is a risk to the company that the service provider,
Pinnacle, could liquidate and therefore not be able to provide any
services. Pinnacle's 2020 financial statements were published in
December on a going concern basis and looks to have a strong
balance sheet so this risk is low. If Pinnacle did liquidate there
is a business continuity plan that would be put into effect to
mitigate risks.
Due to the evolving nature of the risk, the board will continue
to actively monitor developments, however, to date there have been
no changes to the contractual cash flows in connection with the
project, nor are there any such revisions expected or planned.
Brexit
The company is exposed to Brexit risk as a result of the
inherent uncertainty around the UK's exit from the European Union.
Whilst the company itself is not considered to be significantly
exposed, due to performance risk being passed on to the service
providers, the subcontractors who it engages with are considered to
have exposure in relation to labour and the cost of supplies.
Dividends
During the period the Company paid GBP428,642 dividends on the
issued ordinary share capital of the Company (2021: nil).
Financial Reporting, Risk and Internal Controls
The Company has outsourced the financial reporting function to
Vercity. The Board receives regular reports from Vercity which
address specific risks to the Company in a Risk Register, which
contains a summary of all material and possible risks which the
Company is exposed to and is pertinent to the industry in which the
Company operates and the Company's customer and sub-contractor
environment. The Board also receives quarterly management accounts
with explanations of variances from annual budgets and forecasts,
which are in turn compared to the Financial Model, which represents
the long-term business plan of the Company.
On behalf of the Board
M Dardi
___________________________
M Dardi
Director
26 September 2022
Company Registration No. 04318115
ELLENBROOK DEVELOPMENTS PLC
RESPONSIBILITY STATEMENT OF DIRECTORS IN RESPECT OF THE INTERIM
MANAGEMENT REPORT
The Directors are responsible for preparing the Condensed
Unaudited Interim Financial Statements in accordance with
applicable law and regulations. They are also responsible for
ensuring that the Interim Management Report includes information
required by the Listing Rules of the Financial Conduct
Authority.
The Directors have elected to prepare the Condensed Unaudited
Interim Financial Statements in accordance with United Kingdom
Accounting Standards and applicable law (UK Generally Accepted
Accounting Practice), including FRS104 The Financial Reporting
Standard covering interim financial reporting applicable in the UK
and Republic of Ireland.
In preparing these financial statements the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- prepare the financial statements on 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 disclose with reasonable 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
of fraud and other irregularities.
The Directors confirm, to the best of their knowledge:
-- that the condensed unaudited interim financial statements,
which have been prepared in accordance with UK Generally Accepted
Accounting Practice including Financial Reporting Standard 102,
give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company;
-- that the Interim Management Report includes a fair review of
the development and performance of the business and the position of
the Company, together with a description of the principal risks and
uncertainties that it is exposed to;
-- that the appropriate disclosure under DTR 4.2.7R of the
Disclosure and Transparency Rules has been made in the Interim
Management Report as to any significant events that have occurred
during the first six months of the financial year that have had a
material impact on the Condensed Unaudited Interim Financial
Statements; and
-- that the appropriate disclosure under DTR 4.2.7R of the
Disclosure and Transparency Rules has been made in the Interim
Management Report as to a description of the principal risks and
uncertainties for the remaining six months of the financial
year.
The financial information contained in the Condensed Unaudited
Interim Financial Statements is pro-forma and does not constitute
full statutory accounts within the meaning of section 435 of the
Companies Act 2006. The information has been extracted from the
records of the Company for the six-month periods ended 30 June 2022
and 30 June 2021 and for the year ended 31 December 2021.
ELLENBROOK DEVELOPMENTS PLC
CONDENSED UNAUDITED INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIODED 30 JUNE 2022
Note 6 months ended 6 months
30 June 2022 ended
30 June 2021
GBP000's GBP000's
Turnover 3,360 2,279
Other operating charges (2,292) (1,745)
--------------- --------------
Operating profit 1,068 534
Interest receivable and similar
income 4 1,561 1,641
Interest payable and similar
charges 5 (1,647) (941)
--------------- --------------
Profit on ordinary activities
before taxation 982 1,234
Tax on profit on ordinary activities 6 (117) (54)
--------------- --------------
Profit on ordinary activities
after taxation 865 1,180
=============== ==============
ELLENBROOK DEVELOPMENTS PLC
CONDENSED UNAUDITED INTERIM STATEMENT OF FINANCIAL POSITION AS
AT 30 JUNE 2022
Note 30 June 2022 30 December
2021
GBP000's GBP000's
Current Assets
Debtors falling due within
one year 7 4,580 3,513
Debtors falling due after more
than one year 7 40,858 42,577
Cash at Bank 9,641 10,904
------------- ------------
55,079 56,994
Current Liabilities
Creditors falling due within
one year 8 (4,736) (6,101)
------------- ------------
Total assets less current
liabilities 50,343 50,893
Creditors falling due after
more than one year 9 (41,413) (42,329)
Provisions for liabilities
and charges (3,748) (3,818)
------------- ------------
Net assets 5,182 4,746
============= ============
Capital and reserves
Called up share capital 50 50
Profit and loss account 5,132 4,696
------------- ------------
Total shareholder's funds 5,182 4,746
============= ============
The financial statements were approved by the board of directors
and authorised for issue on 26 September 2022 and are signed on its
behalf by:
M Dardi
___________________________
M Dardi
Director
Company Registration No. 04318115
ELLENBROOK DEVELOPMENTS PLC
CONDENSED UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE
SIX-MONTH PERIODED 30 JUNE 2022
Profit and Share capital Total
loss reserves
GBP000's GBP000's GBP000's
Balance at 30 June 2021 6,001 50 6,051
Total comprehensive income
for the period (1,305) - (1,305)
Dividends - - -
--------------- -------------- ---------
Balance at 31 December 2021 4,696 50 4,746
Total comprehensive income
for the period 865 - 865
Dividends (429) - (429)
--------------- -------------- ---------
Balance at 30 June 2022 5,132 50 5,182
--------------- ============== =========
As at 30 June 2022 there were no dividends either proposed or
declared.
ELLENBROOK DEVELOPMENTS PLC
NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS FOR THE
SIX-MONTH PERIODED 30 JUNE 2022
1. Accounting policies
The principal accounting policies of the Company are detailed in
the annual audited financial statements. The same accounting
policies and methods of computation are followed in the Interim
financial statements as compared with the latest audited financial
statements.
Basis of preparation
These financial statements have been prepared in accordance with
FRS 102 "The Financial Reporting Standard applicable in the UK and
Republic of Ireland" ("FRS 102") and the requirements of the
Companies Act 2006.
The financial statements are prepared in sterling, which is the
functional currency of the company. Monetary amounts in these
financial statements are rounded to the nearest GBP000.
The financial statements have been prepared under the historical
cost convention.
Going concern
The Directors have reviewed the Company's projected profit and
cash flows by reference to a financial model covering accounting
periods up to July 2033. Having examined the current status of the
Company's principal contracts and likely developments in the
foreseeable future, the Directors consider that the Company will be
able to settle its liabilities as they fall due and accordingly the
financial statements have been prepared on a going concern
basis.
Please see the Interim Management Report for details of the
risks relating to COVID-19. The risk is deemed to be low and so
does not affect the financial statements being prepared on a going
concern basis.
2. Employees
There were no employees during the 6-month period (2021: none).
The directors have no contract of services with the company (2021:
none).
3. Directors' remuneration
6 months to 6 months
30 June 2022 to
30 June 2021
GBP000's GBP000's
Sums paid to third parties for directors'
services 40 33
============== ==============
4. Interest receivable and similar income
6 months to 6 months
30 June 2022 to
30 June 2021
GBP000's GBP000's
Interest income
Interest on bank deposits - -
Interest on finance debtor 1,561 1,641
-------------- --------------
1,561 1,641
============== ==============
ELLENBROOK DEVELOPMENTS PLC
NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS FOR THE
SIX-MONTH PERIOD ENDED 30 JUNE 2022 (CONTINUED)
5. Interest payable and similar charges
6 months to 6 months
30 June 2022 to
30 June 2021
GBP000's GBP000's
Interest on financial liabilities
measured at amortised cost
Bond indexation 667 (89)
Interest on bonds 734 768
Interest on unsecured loan from shareholders 201 215
Amortised issue costs 45 47
-------------- --------------
1,647 941
============== ==============
6. Tax on profits on ordinary activities
6 months to 6 months to
30 June 2022 30 June 2021
GBP000's GBP000's
Current tax (117) (54)
============== ==============
7. Debtors
30 June 2022 31 December
2021
GBP000's GBP000's
Amounts falling due within one
year
Trade debtors - -
Other debtors 344 128
Finance debtor 3,201 2,326
Prepayments and accrued income 1,035 1,059
------------- ------------
4,580 3,513
Amounts falling due after more
than one year
Finance debtor 40,858 42,577
------------- ------------
Total debtors 45,438 46,090
============= ============
8. Creditors falling due within one year
30 June 2022 31 December
2021
GBP000's GBP000's
3.3894% Index Linked Guaranteed
Secured Bond 3,466 3,962
Trade creditors 464 470
Other taxation and social security (232) 106
Amounts due to parent undertaking 390 883
Accruals and deferred income 648 680
------------- ------------
4,736 6,101
============= ============
ELLENBROOK DEVELOPMENTS PLC
NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS FOR THE
SIX-MONTH PERIOD ENDED 30 JUNE 2022 (CONTINUED)
9. Creditors falling due after more than one year
Note 30 June 2022 31 December
2021
GBP000's GBP000's
3.3894% Index Linked Guaranteed
Secured Bond 8 39,116 39,921
Amounts due to parent undertaking 2,297 2,408
------------- ------------
41,413 42,329
============= ============
The amounts due to parent company of GBP2,687,032 (31 December
2021: GBP3,290,891) is comprised of an unsecured loan and relates
to funds advanced to Ellenbrook Holdings Limited.
The unsecured loans carry interest at 13% per annum. The
unsecured loan is repayable by the 31 January
2033 in line with the Contracts the company has entered into,
there is no strict repayment schedule. The
Contracts allow the company to pay as much as it is able to in
line with the waterfall payments and does
not allow prepayment of the loan. The repayment forecast is
agreed with the Lender through approval of
the financial model updates and is as follows:
30 June 2022 31 December
2021
GBP000's GBP000's
Between one and two years 223 223
Between two and five years 668 668
After 5 years 1,406 1,517
------------- ------------
2,297 2,408
============= ============
10. Index linked bonds
30 June 2022 31 December
2021
GBP000's GBP000's
Unamortised bond issue costs (533) (578)
3.3894% Index Linked Guaranteed
Secured Bond 43,115 44,461
------------- ------------
42,582 43,883
============= ============
Payable within one year 3,466 3,962
Payable after more than one year 39,116 39,921
------------- ------------
42,582 43,883
------------- ------------
ELLENBROOK DEVELOPMENTS PLC
NOTES TO THE CONDENSED UNAUDITED INTERIM ACCOUNTS FOR THE
SIX-MONTH PERIOD ENDED 30 JUNE 2022 (CONTINUED)
10. Index-Linked Bonds (continued)
The carrying value of the bond includes indexation to date.
The index-linked guaranteed secured bond was created on 1
February 2002 and GBP59,965,000 was issued on 6 February 2002 at
100% nominal value. The bond bears interest at 3.3894% per annum
payable in six monthly intervals which, together with the principal
repayment, is subject to indexation in accordance with the Bond
Trust Deed. This interest rate is not due to be re-priced or mature
before the bond is repaid.
The bond is repayable in instalments which commenced on 31 July
2004 and end in July 2032. The bond is listed on the London Stock
Exchange.
The bond is secured by first fixed and floating charges over the
company's assets and its holding company's respective assets.
11. Share capital
30 June 2022 31 December
2021
GBP000's GBP000's
Ordinary share capital issued
and fully paid
50,000 shares at GBP1 each 50 50
============= ============
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the company.
12. Related party transactions
As at 30 June 2022 the company owed GBP2,687,032 (31 December
2021: GBP3,290,891) under a subordinated loan agreement, to the
company's shareholders.
During the six-month period the company had transactions with
DIF Infra Yield 1 UK Limited for Directors fees at a total of
GBP39,576 (6-month period to 30 June 2021: GBP32,500).
13. Ultimate parent company and parent company of larger group
The Company is a wholly owned subsidiary undertaking of
Ellenbrook Holdings Limited incorporated in the United Kingdom.
The smallest group in which the Company's results are
consolidated is Ellenbrook Holding Limited. The largest group in
which its results are consolidated is DIF Infrastructure Yield 1
Cooperatief U.A, a company incorporated in the Netherlands. Copies
of the consolidated accounts of Ellenbrook Holdings Limited are
available from 8 White Oak Square, Swanley, Kent, BR8 7AG.
The ultimate parent and controlling entity is DIF Infrastructure
Yield 1 Cooperatief U.A. a company incorporated in the Netherlands,
whose United Kingdom investments are managed by DIF Infra Yield 1
UK Limited.
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END
IR XQLFLLKLFBBE
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