01 August 2024
PMGR Securities 2025 PLC (the
‘Company’)
Legal Entity Identifier: 213800J2XR8QTJ8Y6565
PMGR Securities 2025 PLC's half report and accounts for the
six months to 30 June 2024 is
available at https://www.globalrenewablestrust.com/documents/.
It has also been submitted in full unedited text to the
Financial Conduct Authority's National Storage Mechanism and is
available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism in
accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
PMGR SECURITIES 2025 PLC
Interim Report for the period from 1
January 2024 to 30 June
2024
PMGR Securities 2025 PLC (the “Company”) announces its interim
results for the period ended 30 June
2024.
The Company’s principal objective is to provide Zero Dividend
Preference Shares with a predetermined final capital entitlement.
It is recommended that these accounts are read in conjunction with
those of its parent, Premier Miton Global Renewables Trust PLC,
also issued today.
Interim Management Report
This interim management report is provided in accordance with the
Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and
4.2.8.
Directors
The Directors who served in office during the six months under
review are as follows:
•
Gillian Nott (Chair)
•
Melville Trimble
•
Victoria Muir
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within
the six months under review to those reported in note 9 to the
Financial Statements in the Annual Report for the period ended
31 December 2023. There were no
events or otherwise during the period under review which had any
significant effect on the Company, its objective or
purpose.
The Board acknowledges its ultimate responsibility for managing the
risks associated with the Company. The principal risks and
uncertainties as identified by the Board are:
-
Market risk, comprising of price risk, currency risk and interest
rate risk;
-
Liquidity risk; and
-
Credit risk.
Going Concern and Future Developments
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. 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.
Consequently, the Directors are confident that the Company will
have sufficient funds to continue to meet its liabilities as they
fall due for at least 12 months from the date of approval of the
financial statements and therefore have prepared the financial
statements on a going concern basis.
Directors’ Responsibility Statement
The Directors are responsible for preparing the Interim Report, in
accordance with applicable law and regulations. The Directors
confirm that, to the best of their knowledge:
•
The condensed set of Financial Statements within the Interim Report
has been prepared in accordance with IAS 34, “Interim Financial
Reporting”, as adopted by the United
Kingdom; and
•
The Interim Management Report includes a fair review of the
information required by 4.2.7R (indication of important events
during the first six months of the year) and 4.2.8R (disclosure of
related party transactions and changes therein) of the FCA’s
Disclosure and Transparency Rules.
For and on behalf of the Board.
Gillian Nott OBE
Chair
1 August 2024
Income Statement
For the six months to 30 June
2024
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Six months to
30 June 2024
|
Six months to
30 June 2023
|
31 December 2023
|
|
£’000
|
£’000
|
£’000
|
Finance income
|
407
|
385
|
787
|
Finance costs*
|
(407)
|
(385)
|
(787)
|
Result before taxation
|
-
|
-
|
-
|
Taxation
|
-
|
-
|
-
|
Result for the period
|
-
|
-
|
-
|
All items derive from continuing operations; the Company does not
have any other recognised gains or losses.
*These costs relate to the provision for compound growth
entitlement of the Zero Dividend Preference Shares.
Balance Sheet
As at 30 June 2024
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
As at 30 June 2024
|
As at 30 June 2023
|
As at 31 December 2023
|
|
£’000
|
£000
|
£000
|
Current assets
|
|
|
|
Amount due from Parent Company
|
50
|
50
|
50
|
Non-current assets
|
|
|
|
Amount due from Parent Company
|
16,934
|
16,125
|
16,527
|
|
|
|
|
Total assets
|
16,984
|
16,175
|
16,577
|
Creditors: amounts falling due after more than one year
|
|
|
|
Other financial liabilities
|
(16,934)
|
(16,125)
|
(16,527)
|
|
|
|
|
Net assets
|
50
|
50
|
50
|
|
|
|
|
Equity Attributable to Ordinary Shareholders
|
|
|
|
Share Capital
|
50
|
50
|
50
|
Revenue Reserve
|
-
|
-
|
-
|
|
|
|
|
Total Equity Attributable to Ordinary Shareholders
|
50
|
50
|
50
|
Cashflow Statement
For the six months to 30 June
2024
The
Company does not have its own bank account therefore a cashflow
statement has not been prepared.
Statement of Changes in Equity
(Unaudited)
For the six months to 30 June
2024
|
Ordinary Share Capital
|
Revenue Reserves
|
Total
|
|
£000
|
£000
|
£000
|
Balance at 1 January 2024
|
50
|
-
|
50
|
Result for the period
|
-
|
-
|
-
|
Balance at 30 June 2024
|
50
|
-
|
50
|
(Unaudited)
For the six months to 30 June
2023
|
Ordinary Share Capital
|
Revenue Reserves
|
Total
|
|
£000
|
£000
|
£000
|
Balance at 1 January 2023
|
50
|
-
|
50
|
Result for the period
|
-
|
-
|
-
|
Balance at 30 June 2023
|
50
|
-
|
50
|
(Audited)
For the year ended 31 December
2023
|
Ordinary Share Capital
|
Revenue Reserves
|
Total
|
|
£000
|
£000
|
£000
|
Balance at 31 December 2022
|
-
|
-
|
-
|
Issue of Ordinary shares
|
50
|
-
|
50
|
Result for the year
|
-
|
-
|
-
|
Balance at 31 December 2023
|
50
|
-
|
50
|
Notes to the Financial Statements
For the period from 1 January 2024 to
30 June 2024
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 2 November 2020 as part
of the reconstruction of the Parent when it issued 14,217,339 New
Zero Dividend Preference Shares.
The financial statements are prepared from 1
January 2024 to 30 June
2024.
2.
Accounting Policies
2.1 Basis of preparation
The Interim Financial Statements have been prepared in accordance
with International Accounting Standard (“IAS”) 34 Interim Financial
Reporting and in accordance with the Statement of Recommended
Practice (“SORP”) for investment trusts issued by the Association
of Investment Companies (“AIC”) in November
2014 (and updated in July
2022), where the SORP is not inconsistent with
IFRS.
The Company's accounting policies have not varied from those
described in the financial statements for the year ended
31 December 2023.
The financial information contained in this Interim Report does not
constitute statutory accounts as defined in Section 434 of the
Companies Act 2006 and have not been audited.
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.
2.2 Presentation of Statement
In order to better reflect the activities of the Company as an
investment trust company, and in accordance with guidance issued by
the AIC, supplementary information which analyses the Income
Statement between items of a revenue and capital nature has been
presented alongside the Income Statement.
2.3 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 Statement of Comprehensive Income 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.
2.4 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 Zero Dividend Preference shares to fund the
operation of the Parent Company. As such, no additional segmental
reporting disclosure has been prepared.
3. Administrative Expenses
The Company’s administrative expenses are met by its Parent
Company.
4. Amounts due from Parent Company
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
As at
30 June 2024
|
As at
30 June 2023
|
As at
31 December 2023
|
|
|
£000
|
£000
|
£000
|
|
Current assets
|
|
|
|
|
Amount due in respect of called up issued share capital
|
13
|
13
|
13
|
|
Amount due in respect of issued share capital
|
37
|
37
|
37
|
|
Total current assets
|
50
|
50
|
50
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Amount due from Parent company in respect of ZDPs
|
16,934
|
16,125
|
16,527
|
|
Total non-current assets
|
16,934
|
16,125
|
16,527
|
|
|
|
|
|
|
Funds raised through the ZDP 2025 share issue after the deduction
of issue costs totaled £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.
5. Other Financial Liabilities
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
As at
30 June 2024
|
As at
30 June 2023
|
As at
31 December 2023
|
|
£000
|
£000
|
£000
|
14,217,339 Zero Dividend Preference Shares of £0.01
|
16,934
|
16,125
|
16,527
|
The accrued capital entitlement of each Zero Dividend Preference
Share was 119.11p as at 30 June 2024
(30 June 2023: 113.42p; 31 December 2023: 116.24p).
6. Zero Dividend Preference Shares
|
30 June 2024
|
30 June 2023
|
31 December 2023
|
|
Number of Shares
|
Number of Shares
|
Number of Shares
|
Balance at start of period
|
14,217,339
|
14,217,339
|
14,217,339
|
Shares issued during the period
|
-
|
-
|
-
|
Balance at end of period
|
14,217,339
|
14,217,339
|
14,217,339
|
The Company issued 14,217,339 Zero Dividend Preference Shares (“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, 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 30 June
2024, based on the quoted bid price at that date, was
£16,207,766
(30 June 2023: £15,283,639;
31 December 2023: £15,354,726). The
fair value of the ZDP shares is classified as level 2 under the
hierarchy of fair value measurements.
7. 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.
8. Related Parties
The Directors are all directors of the Parent and received no
remuneration for their services to the Company during the period.
The amount due from the Parent Company was £16,984,000
(30 June 2023: £16,175,000;
31 December 2023:
£16,577,000).