02
August
2023
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 2023 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 2023 to
30 June
2023
PMGR Securities 2025 PLC
(the “Company”) announces its interim results for the period ended
30 June
2023.
The Company’s principal
objective is to provide Zero Dividend Preference Shares (“ZDP
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 2022. 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
Chairman
1
August 2023
Income
Statement
For the six months to
30 June
2023
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six months
to 30
June 2023 |
Six months
to 30
June 2022 |
31 December
2022 |
|
£’000 |
£’000 |
£’000 |
Finance
income |
385 |
367 |
750 |
Finance
costs* |
(385) |
(367) |
(750) |
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
2023
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
As at 30 June
2023 |
As at 30 June
2022 |
As at 31 December
2022 |
|
£’000 |
£000 |
£000 |
Current
assets |
|
|
|
Amount due from Parent
Company |
50 |
50 |
50 |
Non-current
assets |
|
|
|
Amount due from Parent
Company |
16,125 |
15,357 |
15,740 |
|
|
|
|
Total
assets |
16,175 |
15,407 |
15,790 |
Creditors: amounts falling
due after more than one
year |
|
|
|
Other financial
liabilities |
(16,125) |
(15,357) |
(15,740) |
|
|
|
|
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
2023
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
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 |
(Unaudited)
For the six months to
30 June
2022
|
|
|
|
|
Ordinary Share
Capital |
Revenue
Reserves |
Total |
|
£000 |
£000 |
£000 |
Balance at 1 January
2022 |
50 |
- |
50 |
Result for the
period |
- |
- |
- |
Balance at 30 June
2022 |
50 |
- |
50 |
(Audited)
For the year ended
31 December
2022
|
|
|
|
|
Ordinary Share
Capital |
Revenue
Reserves |
Total |
|
£000 |
£000 |
£000 |
Balance at 31 December
2021 |
- |
- |
- |
Issue of Ordinary
shares |
50 |
- |
50 |
Result for the
period |
- |
- |
- |
Balance at 31 December
2022 |
50 |
- |
50 |
Notes to the Financial
Statements
For the period from
1 January 2023 to 30 June
2023
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 2023 to
30 June
2023.
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
2022.
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 2023 |
As at
30 June 2022 |
As at
31 December 2022 |
|
|
£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 |
16,125 |
15,357 |
15,740 |
|
Total non-current
assets |
16,125 |
15,357 |
15,740 |
|
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 2023 |
As at
30 June 2022 |
As at
31 December 2022 |
|
£000 |
£000 |
£000 |
14,217,339 Zero Dividend
Preference Shares of £0.01 |
16,125 |
15,357 |
15,740 |
The accrued capital
entitlement of each Zero Dividend Preference Share was
113.42p
as at
30 June 2023 (30 June 2022: 108.02p; 31
December 2022:
110.71p).
6. Zero Dividend
Preference Shares
|
30 June
2023 |
30 June
2022 |
31 December
2022 |
|
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 2023, based on the
quoted bid price at that date, was £15,283,639
(30 June 2022: £15,141,466; 31 December 2022: £15,283,639). 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 £16,125,000
(30 June 2022: £15,357,000; 31 December 2022:
£15,740,000).