TIDMBC84

RNS Number : 0173B

Trafford Centre Finance Ld

17 September 2018

THE TRAFFORD CENTRE FINANCE LIMITED

LEI: 213800J9WWQVUK5FE223

17 September 2018

HALF-YEARLY FINANCIAL REPORT

In compliance with Disclosure and Transparency Rule 4.2, the Trafford Centre Finance Limited (the "Company") announces the publication of its Half-Yearly Financial Report for the period ended 30 June 2018. Pursuant to Listing Rule 9.6.1, a copy of this document has been submitted to the National Storage Mechanism and will shortly be available for inspection at Morningstar.co.uk/uk/NSM

The Half-Yearly Report will also shortly be available for download at intugroup.co.uk

THE TRAFFORD CENTRE FINANCE LIMITED

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2018

The Trafford Centre Finance Limited ("the company") is incorporated and registered in the Cayman Islands. The company's registered office is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9007.

The principal activity of the company is the provision of financing to The Trafford Centre Limited which owns the intu Trafford Centre shopping centre. This is funded by the issue of loan notes. The company receives interest on the provision of financing to The Trafford Centre Limited at rates equal to those paid on its external debt plus additional interest of 0.01% per annum on the average principal loan amount outstanding. Any financing related fees incurred by the company are also charged on to The Trafford Centre Limited.

The company's results and financial position for the period ended 30 June 2018 are set out in full in the income statement, balance sheet, statement of changes in equity, statement of cash flows and the notes to the condensed interim financial statements.

The company's profit before taxation for the six months to 30 June 2018 was GBP3,000 (year ended 31 December 2017 profit of GBP50,000, six months ended 30 June 2017 profit of GBP31,000) with net assets increasing to GBP1,021,000 (as at 31 December 2017 GBP1,018,000, as at 30 June 2017 GBP886,000).

Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business. The directors expect that the present level of activity will continue for the foreseeable future.

The directors of the company who were in office during the period and up to the date of signing the condensed interim financial statements were:

Raulin Amy

David Fischel

Matthew Roberts

KEY RISKS AND UNCERTAINTIES

As the company's principal activity is to provide financing to The Trafford Centre Limited, the company's key risks and uncertainties are those faced by The Trafford Centre Limited to the extent that they impact The Trafford Centre Limited's ability to meet its obligations to the company including those related to the terms of the company's borrowings which are secured on the assets of The Trafford Centre Limited. The key risks and uncertainties facing The Trafford Centre Limited and the company are set out below:

 
 Risk & Impact    Mitigation                                                    Change   2018 commentary 
 Property 
 Macro-economic                                                                          Likelihood of macro-economic 
 Weakness in        *    Prime asset                                               +      weakness has increased and 
 the                                                                                      continues to be a risk with 
 macro-economic                                                                           political uncertainty in 
 environment        *    Covenant headroom monitored and stress-tested                    the UK and Brexit arrangements 
 could                                                                                    not yet detailed 
 undermine                                                                                 *    Reduction in property value in the period 
 rental             *    Make representation on key policies, for example 
 income levels           business rates 
 and property                                                                              *    Substantial covenant headroom 
 values, 
 reducing           *    Marketing events to attract footfall 
 return on 
 investment 
 and covenant       *    Use our respected brand to attract and retain 
 headroom                aspirational retailers 
                 ------------------------------------------------------------  -------  ------------------------------------------------------------ 
 Retail                                                                           +      Likelihood has increased 
 environment       *    Active management of tenant mix                                  and severity of potential 
 Failure to                                                                              impact was monitored and 
 react                                                                                   managed closely in the period 
 to changes in     *    Regular monitoring of tenant strength and diversity              with intu's strategy continuing 
 the retail                                                                              to deliver solid footfall 
 environment                                                                             numbers and occupancy 
 could             *    Tell intu customer feedback programme helps identify              *    Continuing digital investment to improve relevance as 
 undermine              changes in customer preferences                                        shopping habits change 
 intu Trafford 
 Centre's 
 ability           *    Work closely with retailers                                       *    Footfall continues to outperform the benchmark 
 to attract 
 customers 
 and tenants       *    Digital strategy that embraces technology and digital 
                        customer engagement. This enables intu to engage in 
                        and support multichannel retailing, and to take the 
                        opportunities offered by ecommerce 
                 ------------------------------------------------------------  -------  ------------------------------------------------------------ 
 
 
 Risk & Impact    Mitigation                                                     Change   2018 commentary 
 Operations 
 Health and                                                                               Likelihood and severity of 
 safety             *    Strong business process and procedures, including          =     potential impact has not 
 Accidents               compliance with OHSAS 18001, supported by regular                changed signi cantly during 
 or system               training and exercises                                           the period 
 failure                                                                                   *    Retained OHSAS 18001, demonstrating consistent health 
 leading                                                                                        and safety management process and procedures across 
 to financial       *    Annual audits of operational standards carried out                     the portfolio 
 and/or                  internally and by external consultants 
 reputational 
 loss                                                                                      *    Work continuing towards achieving additional 
                    *    Culture of visitor, staff and contractor safety                        accreditations with focus on ISO 14001 
 
 
                    *    Crisis management and business continuity plans in                *    Gold award from RoSPA 
                         place and tested 
 
                                                                                           *    Full review undertaken of intu Trafford Centre's fire 
                    *    Retailer liaison and briefings                                         strategy and building specifications following 
                                                                                                Grenfell and Liverpool Arena car park fire has 
                                                                                                provided appropriate assurance 
                    *    Appropriate levels of liability insurance 
 
                                                                                           *    Primarily Authority audits for both health and safety 
                    *    Continued investment of insurers' risk mitigation                      and fire safety are being conducted in accordance 
                         bursaries                                                              with programme. These provide assurances surrounding 
                                                                                                compliance 
 
                    *    Increased resources to counter anti-social behaviour 
 
 
                    *    Staff succession-planning and development in place to 
                         ensure continued delivery of world class service 
 
 
                    *    Health and safety managers or coordinators in all 
                         intu centres 
                 -------------------------------------------------------------  -------  ------------------------------------------------------------ 
 Cyber-security                                                                    =      Likelihood is unchanged and 
 Loss of data       *    Data and cyber security strategies                                continues to rely on operational 
 and                                                                                       and third party systems and 
 information                                                                               data. Severity of potential 
 or failure         *    Regular testing programme and cyber scenario exercise             impact managed through continued 
 of key systems          and benchmarking                                                  development of tools and 
 resulting                                                                                 controls. Hacking attempts 
 in financial                                                                              have not resulted in data 
 and/or             *    Appropriate levels of insurance                                   loss or major operational 
 reputational                                                                              impacts 
 loss                                                                                       *    Ongoing intu-wide cybersecurity project with 
                    *    Crisis management and business continuity plans in                      investment in tools, consultancy and staff to 
                         place and tested                                                        mitigate impact of threats from evolving 
                                                                                                 cybersecurity landscape 
 
                    *    Data committee and data protection officer in place 
                                                                                            *    implemented updated GDPR policies and procedures 
 
                    *    Monitoring of regulatory environment and best 
                         practice 
 
 
                    *    Cybersecurity testing performed by external 
                         consultancy and full action plan in place (programme 
                         of works) 
 
 
                    *    Managing of supply chain and service providers who 
                         hold intu data 
                 -------------------------------------------------------------  -------  ------------------------------------------------------------ 
 Terrorism                                                                         =      Overall likelihood and severity 
 Terrorist         *    Strong business process and procedures, supported by              of potential impact unchanged 
 incident at            regular training and exercises, designed to adapt and             but recognition of changing 
 intu Trafford          respond to changes in risk levels                                 terrorist methods 
 Centre or                                                                                 *    National threat level remains at Severe 
 another major 
 shopping          *    Extraordinary pre-planned operational responses to 
 centre                 changes in national threat level                                   *    Major multi-agency security exercise held at intu 
 resulting                                                                                      Trafford Centre 
 in loss of 
 consumer          *    Annual audits of operational standards and physical 
 confidence             protection measures carried out internally and by                  *    Operating procedures in place for the introduction of 
 with                   external agencies                                                       further security measures if required 
 consequent 
 impact on 
 lettings and      *    Culture of visitor, staff and contractor safety 
 rental growth 
 
                   *    Crisis management and business continuity plans in 
                        place and tested with involvement of multiple 
                        external agencies 
 
 
                   *    Retailer liaison and briefings 
 
 
                   *    Appropriate levels of insurance 
 
 
                   *    Strong relationships and frequent liaison with police, 
                        NaCTSO and other agencies 
 
 
                   *    NaCTSO approved to train staff in counter-terrorism 
                        awareness programme 
 
 
                   *    NaCTSO counter terrorism assessments completed for 
                        intu Trafford Centre 
 
 
                   *    Internal head of security in place supported by 
                        security strategy group 
                 -------------------------------------------------------------  -------  ------------------------------------------------------------ 
 

Key

Change in level of risk:

   +   Increased 
   =   Remained the same 

DIRECTORS' RESPONSIBILITY STATEMENT

FOR THE SIX MONTHSED 30 JUNE 2018

The directors are responsible for preparing the interim report and condensed set of interim financial statements (interim financial statements), in accordance with applicable law and regulations. The directors confirm that, to the best of their knowledge:

-- the interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union; and

-- the interim report includes a fair review of both the information required by Sections DTR 4.2.7R, and that which is subject of DTR 4.2.8R of the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The Operating and Financial Review refers to important events which have taken place in the period.

The principal risks and uncertainties facing the business are referred to in the Operating and Financial Review.

Related party transactions are set out in note 12 of the interim financial statements.

A list of current directors is provided in the Operating and Financial Review.

On behalf of the Board

David Fischel

Director

13 September 2018

INDEPENT REVIEW REPORT TO

THE TRAFFORD CENTRE FINANCE LIMITED

Report on the condensed interim financial statements

Our conclusion

We have reviewed The Trafford Centre Finance Limited's condensed interim financial statements (the "interim financial statements") in the interim report of the Trafford Centre Finance Limited for the 6 month period ended 30 June 2018. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The interim financial statements comprise:

-- the balance sheet as at 30 June 2018;

-- the income statement for the period then ended;

-- the statement of cash flows for the period then ended;

-- the statement of changes in equity for the period then ended; and

-- the explanatory notes to the interim financial statements.

The interim financial statements included in the interim report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Company is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the condensed interim financial statements and the review

Our responsibilities and those of the directors

The interim report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority

Our responsibility is to express a conclusion on the interim financial statements in the interim report based on our review. This report, including the conclusion, has been prepared for and only for the directors of the Company as a body, for management purposes, for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. Our report may not be made available to any other party without our prior written consent. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of condensed financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

London

13 September 2018

THE TRAFFORD CENTRE FINANCE LIMITED

INCOME STATEMENT (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2018

 
                                              Six months   Six months 
                                                   ended        ended    Year ended 
                                                 30 June      30 June   31 December 
                                                    2018         2017          2017 
                                      Notes       GBP000       GBP000        GBP000 
 
 Administration expenses                            (14)         (10)          (31) 
                                             -----------  -----------  ------------ 
 
 Operating loss                                     (14)         (10)          (31) 
 
 Finance income                         4         23,054       24,427        48,640 
 Finance costs                          4       (23,037)     (24,386)      (48,559) 
 Change in fair value of financial      4              -            -             - 
  instruments 
                                             -----------  -----------  ------------ 
 
 Net finance income                                   17           41            81 
                                             -----------  -----------  ------------ 
 
 Profit before tax                                     3           31            50 
 
 Taxation                                              -            -             - 
                                             -----------  -----------  ------------ 
 
 Profit for the period                                 3           31            50 
                                             ===========  ===========  ============ 
 

Other than the items in the income statement above, there are no other items of comprehensive income and accordingly a separate statement of comprehensive income has not been prepared.

THE TRAFFORD CENTRE FINANCE LIMITED

BALANCE SHEET (unaudited)

AS AT 30 JUNE 2018

 
                                                 As at         As at       As at 
                                               30 June   31 December     30 June 
                                                  2018          2017        2017 
                                     Notes      GBP000        GBP000      GBP000 
 
 Non-current assets 
 Trade and other receivables           5       701,096       733,551     745,559 
 Derivative financial instruments      8        93,528       103,256      99,830 
                                            ----------  ------------  ---------- 
                                               794,624       836,807     845,389 
 
 Current assets 
 Trade and other receivables           5        53,218        33,032      27,926 
 Derivative financial instruments      8         1,475         1,611       1,653 
 Cash and cash equivalents                         506           467         426 
                                            ----------  ------------  ---------- 
                                                55,199        35,110      30,005 
 
 Total assets                                  849,823       871,917     875,394 
                                            ----------  ------------  ---------- 
 
 Current liabilities 
 Borrowings                            7      (44,573)      (22,243)    (17,417) 
 Trade and other payables              6       (8,130)      (10,238)    (10,049) 
 Derivative financial instruments      8       (1,475)       (1,611)     (1,653) 
                                            ----------  ------------  ---------- 
                                              (54,178)      (34,092)    (29,119) 
 
 Non-current liabilities 
 Borrowings                            7     (701,096)     (733,551)   (745,559) 
 Derivative financial instruments      8      (93,528)     (103,256)    (99,830) 
                                            ----------  ------------  ---------- 
                                             (794,624)     (836,807)   (845,389) 
 
 Total liabilities                           (848,802)     (870,899)   (874,508) 
                                            ----------  ------------  ---------- 
 
 Net assets                                      1,021         1,018         886 
                                            ==========  ============  ========== 
 
 Equity 
 Share capital                         9             -             -           - 
 Other reserves                                    113           113           - 
 Retained earnings                                 908           905         886 
                                            ----------  ------------  ---------- 
 
 Total equity                                    1,021         1,018         886 
                                            ==========  ============  ========== 
 

THE TRAFFORD CENTRE FINANCE LIMITED

STATEMENT OF CHANGES IN EQUITY (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2018

 
                              Share       Other   Retained    Total 
                            capital    Reserves   earnings   equity 
                             GBP000      GBP000     GBP000   GBP000 
 
 At 1 January 2017                 -          -        855      855 
                          ----------  ---------  ---------  ------- 
 
 Profit for the period             -          -         31       31 
                          ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 income for the period             -          -         31       31 
                          ----------  ---------  ---------  ------- 
 
 At 30 June 2017                   -          -        886      886 
                          ==========  =========  =========  ======= 
 
 At 1 July 2017                    -          -        886      886 
                          ----------  ---------  ---------  ------- 
 
 Profit for the period             -          -         19       19 
                          ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 income for the period             -          -         19       19 
 Capital injection from 
  parent                           -        113          -      113 
                          ----------  ---------  ---------  ------- 
 
 At 31 December 2017               -        113        905    1,018 
                          ==========  =========  =========  ======= 
 
 At 1 January 2018                 -        113        905    1,018 
                          ----------  ---------  ---------  ------- 
 
 Profit for the period             -          -          3        3 
                          ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 income for the period             -          -          3        3 
                          ----------  ---------  ---------  ------- 
 
 At 30 June 2018                   -        113        908    1,021 
                          ==========  =========  =========  ======= 
 

THE TRAFFORD CENTRE FINANCE LIMITED

STATEMENT OF CASH FLOWS (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2018

 
                                                   Six months   Six months 
                                                        ended        ended    Year ended 
                                                      30 June      30 June   31 December 
                                                         2018         2017          2017 
                                           Notes       GBP000       GBP000        GBP000 
 
 Cash (used in)/generated from 
  operations                                11            (3)          255       (1,715) 
 Interest received                                     22,927       23,103        49,414 
 Interest paid                                       (22,885)     (23,318)      (47,731) 
                                                  -----------  -----------  ------------ 
 
 Cash flows from operating activities                      39           40          (32) 
                                                  -----------  -----------  ------------ 
 
 Amounts owed by group undertaking 
  - received                                           10,688        7,415        15,069 
                                                  -----------  -----------  ------------ 
 
 Cash flows from investing activities                  10,688        7,415        15,069 
 
 Borrowings repaid                                   (10,688)      (7,415)      (15,069) 
 Capital injection from parent                              -            -           113 
 
 Cash flows from financing activities                (10,688)      (7,415)      (14,956) 
                                                  -----------  -----------  ------------ 
 
 Net increase in cash and cash 
 equivalents                                               39           40            81 
 Cash and cash equivalents at beginning 
  of 
 period                                                   467          386           386 
                                                  -----------  -----------  ------------ 
 
 Cash and cash equivalents at end 
  of period                                               506          426           467 
                                                  ===========  ===========  ============ 
 

THE TRAFFORD CENTRE FINANCE LIMITED

NOTES (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2018

   1.         Basis of preparation 

The condensed set of interim financial statements ("interim financial statements") for the six months ended 30 June 2018 are unaudited. The interim financial statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the Financial Conduct Authority and with IAS 34 as adopted by the European Union.

The comparative information presented for the year ended 31 December 2017 is not the company's financial statements for that year. Those financial statements have been reported on by the company's auditors. The auditors' opinion on those financial statements was unqualified and did not contain an emphasis of matter paragraph.

The interim financial statements should be read in conjunction with the company's financial statements for the year ended 31 December 2017 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

Use of estimates and assumptions

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing the interim financial statements, the areas of significant judgement made by management in applying the company accounting policies and the key sources of estimation uncertainty were the same as those applied to the financial statements as at and for the year ended 31 December 2017. In particular, significant judgement is required in the use of estimates and assumptions in the valuation and accounting for derivative financial instruments.

Going concern

In assessing whether the going concern basis of preparation is appropriate to adopt, the directors considered a number of factors including financial projections of the company and the level of financial support that may be available to the company by its ultimate parent, intu properties plc. In addition, investment property held by The Trafford Centre Limited, a fellow subsidiary of intu properties plc, acts as security for the financial instruments which are held in The Trafford Centre Finance Limited. The ability of the company to meet the obligations of these financial instruments is dependent upon the performance of The Trafford Centre Limited and its ability to meet its obligations to the company. In concluding that the going concern basis of preparation is appropriate the directors have considered the net rental income forecasts of The Trafford Centre Limited. Based on this review the directors have concluded that it is appropriate to continue to adopt the going concern basis of accounting in preparing the entity's interim financial statements.

   2.         Accounting policies 

The accounting policies applied are consistent with those of the company's financial statements for the year ended 31 December 2017 as set out on pages 12 to 14 of that Report and Financial Statements as amended when relevant to reflect the adoption of new standards, amendments and interpretations which became effective in the period. These amendments have not had an impact on the financial statements. These have been applied in preparing these interim financial statements to the extent that they are relevant to the preparation of interim financial information but have not resulted in any material changes to the information presented.

Taxes on income in interim periods are accrued using tax rates expected to be applicable to total annual earnings.

   3.         Operating segments 

Management have not identified separate operating segments and rely on information presented in the primary statements for decision making purposes.

   4.         Net finance costs 
 
                                        Six months  Six months 
                                             ended       ended    Year ended 
                                           30 June     30 June   31 December 
                                              2018        2017          2017 
                                            GBP000      GBP000        GBP000 
 
Finance income 
On amounts due from group undertaking       23,054      24,427        48,640 
 
                                            23,054      24,427        48,640 
                                        ==========  ==========  ============ 
 
Finance costs 
On borrowings                             (23,032)    (24,385)      (48,557) 
Other interest                                 (5)         (1)           (2) 
                                        ----------  ----------  ------------ 
 
                                          (23,037)    (24,386)      (48,559) 
                                        ==========  ==========  ============ 
 
Change in fair value of financial 
 instruments 
On external derivative financial 
 instruments                                 9,728       8,567       (5,139) 
On derivative financial instruments 
 with 
The Trafford Centre Limited                (9,728)     (8,567)         5,139 
                                        ----------  ----------  ------------ 
 
                                                 -           -             - 
                                        ==========  ==========  ============ 
 
   5.         Trade and other receivables 
 
                                       As at        As at    As at 
                                     30 June  31 December  30 June 
                                        2018         2017     2017 
                                      GBP000       GBP000   GBP000 
 Current 
 Amounts owed by group undertaking    45,498       23,179   18,342 
 Less: finance costs                   (925)        (936)    (925) 
                                     -------  -----------  ------- 
 Net loan amount                      44,573       22,243   17,417 
 
 Accrued income and other amounts 
  due 
 from group undertaking                8,266       10,402   10,462 
 Prepayments                             373          387       44 
 Other receivables                         6            -        3 
                                     -------  -----------  ------- 
 
                                      53,218       33,032   27,926 
                                     =======  ===========  ======= 
 
 
                                         As at        As at      As at 
                                       30 June  31 December    30 June 
                                          2018         2017       2017 
                                        GBP000       GBP000     GBP000 
 
 Non-current 
 Amounts owed by group undertaking     711,357      744,363    756,855 
 Less: finance costs                  (10,261)     (10,812)   (11,296) 
                                     ---------  -----------  --------- 
 
 Net loan amount                       701,096      733,551    745,559 
                                     =========  ===========  ========= 
 

The amounts owed by group undertaking relate to an intercompany loan with The Trafford Centre Limited where the company's borrowings with external parties are passed to The Trafford Centre Limited. The amounts owed are unsecured and the repayment profile matches the maturity profile of the company's borrowings as The Trafford Centre Limited is required to provide funds to the company in order for it to meet its external funds obligations. The recoverability of these balances has been reviewed and as a result no allowance for doubtful debts is considered to be required. There have been no impairments on receivables or amounts written off in the year.

Interest is due on the intercompany loans at rates equal to those paid on the external debt plus additional interest of 0.01% per annum on the average principal loan amount outstanding. Interest is also due to cover any fees and costs incurred by the company.

   6.         Trade and other payables 
 
                                       As at        As at    As at 
                                     30 June  31 December  30 June 
                                        2018         2017     2017 
                                      GBP000       GBP000   GBP000 
 
 Amounts owed to group undertaking         -        1,690    1,802 
 Accruals                              7,987        8,403    8,247 
 Other payables                          143          145        - 
                                     -------  -----------  ------- 
 
                                       8,130       10,238   10,049 
                                     =======  ===========  ======= 
 

Amounts owed to group undertakings are unsecured and repayable on demand. No interest is charged on these amounts.

   7.         Borrowings 
 
                                                                        Year 
                                Interest       Final       As at    ended 31       As at 
                                    rate    maturity     30 June    December     30 June 
                                                            2018        2017        2017 
                                                          GBP000      GBP000      GBP000 
          Current 
          Secured notes: 
          Class 
          A2                    6.5%            2033      11,992      11,619      11,260 
          A4                    2.875%          2019      20,000           -           - 
          B                     7.03%           2029       4,604       4,450       4,302 
          D2                    8.28%           2022       8,902       7,110       2,780 
          Debt falling 
           due 
          within one year                                 45,498      23,179      18,342 
 
          Less: finance 
          costs                                            (925)       (936)       (925) 
                                                       ---------   ---------   --------- 
 
          Net loan 
          amount                                          44,573      22,243      17,417 
                                                       =========   =========   ========= 
 
          Non-current 
          Secured notes: 
          Class 
          A2                    6.5%            2033     280,446     286,538     292,438 
          A3                    Floating        2035     188,500     188,500     188,500 
          A4                    2.875%          2019           -      20,000      20,000 
          B                     7.03%           2029      65,039      67,381      69,643 
          B2                    Floating        2035      20,000      20,000      20,000 
          B3                    4.250%          2024      20,000      20,000      20,000 
          D1(N)                 Floating        2035      29,054      29,054      29,054 
          D2                    8.28%           2022      38,318      42,890      47,220 
          D3                    4.750%          2024      70,000      70,000      70,000 
          Debt falling 
           due 
          after one year                                 711,357     744,363     756,855 
 
          Less: finance 
          costs                                         (10,261)    (10,812)    (11,296) 
                                                       ---------   ---------   --------- 
 
          Net loan 
          amount                                         701,096     733,551     745,559 
                                                       =========   =========   ========= 
 
          Total 
          borrowings                                     745,669     755,794     762,976 
                                                       =========   =========   ========= 
 
 

The fair value of borrowings as at 30 June 2018 was GBP862,354,000 (31 December 2017 GBP887,686,000, 30 June 2017 GBP898,890,000).

The maturity profile of gross debt is as follows:

 
                                        As at        As at     As at 
                                      30 June  31 December   30 June 
                                         2018         2017      2017 
                                       GBP000       GBP000    GBP000 
 
 Repayable within one year             45,497       23,179    18,342 
 Repayable in more than one year 
 but not more than two years           27,591       46,525    45,497 
 Repayable in more than two years 
 but not more than five years          89,711       92,061    89,362 
 Repayable in more than five years    594,056      605,077   621,996 
                                     --------  -----------  -------- 
 
                                      756,855      766,842   775,197 
                                     ========  ===========  ======== 
 

The secured notes have the benefit of a floating charge over all of the assets and undertakings of the company and in addition are secured against The Trafford Centre Securitisation Agreements together with the benefit of a fixed legal charge over the land and buildings comprising The Trafford Centre granted by The Trafford Centre Limited, a fellow subsidiary undertaking of Intu Trafford Centre Group (UK) Limited and owner of intu Trafford Centre.

Interest on the Class A3, Class B2 and Class D1(N) secured notes whose rates are based on LIBOR plus an applicable margin has been hedged under interest rate swap contracts totalling

GBP237,554,000 (31 December 2017 GBP237,554,000, 30 June 2017 GBP233,716,000) with rates of 4.2%, 4.34% and 4.66% and an interest rate cap of GBPnil (31 December 2017 GBPnil, 30 June 2017 GBP3,838,000) with a capped rate of 6.66% plus an applicable margin on each bond. The fair value of these interest rate swaps at 30 June 2018 was a liability of GBP95,003,000 (31 December 2017 GBP104,867,000, 30 June 2017 GBP101,483,000).

   8.         Derivative financial instruments 

All derivative financial instrument liabilities relate to interest rate swaps with a counterparty which are classified as held for trading. All derivative financial instrument assets relate to interest rate swap arrangements with The Trafford Centre Limited under the same terms as the interest rate swaps with the counterparty.

   9.         Share capital 
 
                                                                   GBP 
 Issued, called up and fully paid 
 At 30 June 2018, 31 December 2017 and 30 June 2017 - 2 ordinary 
  shares of GBP1 each                                                2 
                                                                   === 
 
   10.       Financial instruments 

The table below presents the company's financial assets and liabilities recognised at fair value at 30 June 2018, 31 December 2017 and 30 June 2017.

 
                                                           As at 30 June 2018 
                                      Level 1     Level 2  Level 3      Total 
                                       GBP000      GBP000   GBP000     GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     95,003        -     95,003 
                                     ---------  ---------  -------  --------- 
 
 Total assets                                -     95,003        -     95,003 
                                     ---------  ---------  -------  --------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (95,003)        -   (95,003) 
                                     ---------  ---------  -------  --------- 
 
 Total liabilities                           -   (95,003)        -   (95,003) 
                                     =========  =========  =======  ========= 
 
 
                                                         As at 31 December 2017 
                                      Level 1      Level 2  Level 3       Total 
                                       GBP000       GBP000   GBP000      GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     104,867        -     104,867 
                                     ---------  ----------  -------  ---------- 
 
 Total assets                                -     104,867        -     104,867 
                                     ---------  ----------  -------  ---------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (104,867)        -   (104,867) 
                                     ---------  ----------  -------  ---------- 
 
 Total liabilities                           -   (104,867)        -   (104,867) 
                                     =========  ==========  =======  ========== 
 
   10.       Financial instruments (continued) 
 
                                                             As at 30 June 2017 
                                      Level 1      Level 2  Level 3       Total 
                                       GBP000       GBP000   GBP000      GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     101,483        -     101,483 
                                     ---------  ----------  -------  ---------- 
 
 Total assets                                -     101,483        -     101,483 
                                     ---------  ----------  -------  ---------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (101,483)        -   (101,483) 
                                     ---------  ----------  -------  ---------- 
 
 Total liabilities                           -   (101,483)        -   (101,483) 
                                     =========  ==========  =======  ========== 
 

Fair value hierarchy

   Level 1:    Valuation based on quoted market prices traded in active markets. 

Level 2: Valuation techniques are used, maximising the use of observable market data, either directly from market prices or derived from market prices.

Level 3: Where one or more inputs to valuation are not based on observable market data. Valuations at this level are more subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models. Such testing has not indicated that any material difference would arise due to a change in input variables.

There were no transfers between Levels 1, 2 and 3 during the period.

Derivative financial instruments are initially recognised on the trade date at fair value and subsequently re-measured at fair value. In assessing fair value the company uses its judgement to select suitable valuation techniques and make assumptions which are mainly based on market conditions existing at the balance sheet date. The fair value of interest rate swaps is calculated by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for similar instruments at the measurement date. These values are tested for reasonableness based upon broker or counterparty quotes.

Classification of financial assets and liabilities

The table below sets out the company's accounting classification of each class of financial assets and liabilities, and their fair values at 30 June 2018, 31 December 2017 and 30 June 2017. The fair values of quoted borrowings are based on the asking price. The determination of the fair values of derivative financial instruments is discussed above.

 
                                                                        Gain/(loss) 
                                                 Carrying        Fair     to income 
                                                    value       value     statement 
 As at 30 June 2018                                GBP000      GBP000        GBP000 
 
 Derivative financial instrument assets            95,003      95,003       (9,728) 
                                               ----------  ----------  ------------ 
 
 Total held for trading assets                     95,003      95,003       (9,728) 
                                               ----------  ----------  ------------ 
 
 Trade and other receivables                      753,935     870,620             - 
 Cash and cash equivalents                            506         506             - 
                                               ----------  ----------  ------------ 
 
 Total cash and receivables                       754,441     871,126             - 
                                               ----------  ----------  ------------ 
 
 Derivative financial instrument liabilities     (95,003)    (95,003)         9,728 
                                               ----------  ----------  ------------ 
 
 Total held for trading liabilities              (95,003)    (95,003)         9,728 
                                               ----------  ----------  ------------ 
 
 Trade and other payables                           (143)       (143)             - 
 Borrowings                                     (745,669)   (862,354)             - 
                                               ----------  ----------  ------------ 
 
 Total loans and payables                       (745,812)   (862,497)             - 
                                               ==========  ==========  ============ 
 
 
                                                                        Gain/(loss) 
                                                 Carrying        Fair     to income 
                                                    value       value     statement 
 As at 31 December 2017                            GBP000      GBP000        GBP000 
 
 Derivative financial instrument assets           104,867     104,867         5,139 
                                               ----------  ----------  ------------ 
 
 Total held for trading assets                    104,867     104,867         5,139 
                                               ----------  ----------  ------------ 
 
 Trade and other receivables                      766,196     898,088             - 
 Cash and cash equivalents                            467         467             - 
                                               ----------  ----------  ------------ 
 
 Total cash and receivables                       766,663     898,555             - 
                                               ----------  ----------  ------------ 
 
 Derivative financial instrument liabilities    (104,867)   (104,867)       (5,139) 
                                               ----------  ----------  ------------ 
 
 Total held for trading liabilities             (104,867)   (104,867)       (5,139) 
                                               ----------  ----------  ------------ 
 
 Trade and other payables                         (1,835)     (1,835)             - 
 Borrowings                                     (755,794)   (887,686)             - 
                                               ----------  ----------  ------------ 
 
 Total loans and payables                       (757,629)   (889,521)             - 
                                               ==========  ==========  ============ 
 
 
                                                                        Gain/(loss) 
                                                 Carrying        Fair     to income 
                                                    value       value     statement 
 As at 30 June 2017                                GBP000      GBP000        GBP000 
 
 Derivative financial instrument assets           101,483     101,483       (8,567) 
                                               ----------  ----------  ------------ 
 
 Total held for trading assets                    101,483     101,483       (8,567) 
                                               ----------  ----------  ------------ 
 
 Trade and other receivables                      773,438     773,438             - 
 Cash and cash equivalents                            426         426             - 
                                               ----------  ----------  ------------ 
 
 Total cash and receivables                       773,864     773,864             - 
                                               ----------  ----------  ------------ 
 
 Derivative financial instrument liabilities    (101,483)   (101,483)         8,567 
                                               ----------  ----------  ------------ 
 
 Total held for trading liabilities             (101,483)   (101,483)         8,567 
                                               ----------  ----------  ------------ 
 
 Trade and other payables                         (1,802)     (1,802)             - 
 Borrowings                                     (762,976)   (898,890)             - 
                                               ----------  ----------  ------------ 
 
 Total loans and payables                       (764,778)   (900,692)             - 
                                               ==========  ==========  ============ 
 
   11.       Cash (used in)/generated from operations 
 
                                        Six months  Six months 
                                             ended       ended   Year ended 
                                           30 June     30 June  31 December 
                                              2018        2017         2017 
                                            GBP000      GBP000       GBP000 
 
Profit before tax                                3          31           50 
 
Remove: 
Finance income                            (23,054)    (24,427)     (48,640) 
Finance costs                               23,037      24,386       48,559 
 
Changes in working capital: 
Change in trade and other receivables        1,708         194      (2,656) 
Change in trade and other payables         (1,697)          71          972 
                                        ----------  ----------  ----------- 
 
Cash (used in)/generated from 
 operations                                    (3)         255      (1,715) 
                                        ==========  ==========  =========== 
 
   12.       Related party transactions 

There have been no related party transactions during the period that require disclosure under Section DTR 4.2.8 R of the Disclosure Guidance and Transparency Rules sourcebook or under IAS 34 Interim Financial Reporting except those disclosed elsewhere in this condensed set of interim financial statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR UBVSRWOAKAAR

(END) Dow Jones Newswires

September 17, 2018 10:55 ET (14:55 GMT)

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