TIDM31PE

RNS Number : 2627C

Canary Wharf Finance II PLC

15 October 2020

REPLACEMENT

The following amendments have been made to the "PUBLICATION OF THE HALF YEARLY FINANCIAL REPORT FOR THE 6 MONTHSED 30 JUNE 2020" announcement released on 15 October 2020 at 14:51 under RNS No 2450C:

The sub titles to the Notes section contained a typographical error by referencing "30 June 2019" rather than "30 June 2020" these sub titles have now been removed.

All other details remain unchanged.

The full amended text is shown below.

CANARY WHARF FINANCE II PLC

15 OCTOBER 2020

PUBLICATION OF THE HALF YEARLY FINANCIAL REPORT FOR THE 6 MONTHSED 30 JUNE 2020

Pursuant to sections 4.1 and 6.3.5 of the Disclosure and Transparency Rules, the board of Canary Wharf Finance II plc is pleased to announce the publication of its half yearly financial report for the 6 months ended 30 June 2020, which will shortly be available from https://group.canarywharf.com/investors/canary-wharf-finance-ii-plc/ .

The information contained within this announcement, which was approved by the board of directors on 15 October 2020, does not comprise statutory accounts within the meaning of the Companies Act 2006 and is provided in accordance with section 6.3.5(2)(b) of the Disclosure and Transparency Rules.

In compliance with the Listing Rule 9.6.1, a copy of the 30 June 2020 half yearly financial report will be submitted to the FCA for publication through the document viewing facility and will shortly be available to the public for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .

Dated: 15 October 2020

Contact for queries:

J J Turner

Company Secretary

Canary Wharf Finance II plc

Telephone: 020 7418 2000

INTERIM MANAGEMENT STATEMENT

This interim management statement relates to the 6 months ended 30 June 2020 and contains information that covers the period from 1 January 2020 to 15 October 2020, the date of publication of this interim management statement.

BUSINESS REVIEW

The company is a subsidiary of Canary Wharf Group plc and its ultimate parent undertaking is Stork HoldCo LP, an entity registered in Bermuda.

The company is a finance vehicle that issues securities which are backed by commercial mortgages over properties within the Canary Wharf estate. The company is engaged in the provision of finance to the Canary Wharf group, comprising Canary Wharf Group plc and its subsidiaries ('the group'). All activities take place within the United Kingdom.

At 30 June 2020, the company had GBP1,428,849,920 (31 December 2019 - GBP1,443,512,520) of notes listed on the London Stock Exchange and had lent the proceeds to a fellow subsidiary undertaking, CW Lending II Limited ('the Borrower') under a loan agreement ('the Intercompany Loan Agreement'). The notes are secured on a pool of properties at Canary Wharf, owned by fellow subsidiary undertakings, and the rental income therefrom.

Results for the period

As shown in the company's Income Statement, the company's loss after tax for the 6 month period was GBP4,940,024 (period ended 30 June 2019 restated - profit of GBP14,989,032).

This loss included hedge reserve recycling recognised in the Income Statement of GBP4,969,727 (period ended 30 June 2019 - loss of GBP14,918,021 including fair value adjustments). Including the hedge reserve recycling recognised in other comprehensive income the profit for the period was GBP29,703 (period ended 30 June 2019 - GBP71,012).

The balance sheet shows the company's financial position at the period end and indicates that net assets were GBP5,427,168 (31 December 2019 - GBP5,397,465).

The weighted average maturity of the company's securitised debt is 12.0 years (31 December 2019 - 12.3 years). The weighted average interest rate of the securitised debt is 6.1% (31 December 2019 - 6.1%).

INTERIM MANAGEMENT STATEMENT (Continued)

In the opinion of the Board, these Financial Statements enable shareholders to make an informed assessment of the results and activities of the Company for the period ended 30 June 2020.

FUTURE DEVELOPMENTS

Since 31 December 2019 the UK economy has been significantly impacted by the Covid-19 virus which has caused widespread disruption and economic uncertainty. Such disruption and uncertainty has continued beyond 30 June 2020 and is ongoing at the date this interim statement was approved. Covid-19 has not however impacted upon the reported results of the company.

This does however create uncertainty around the future valuation of investment property held as security for the company's loan notes and the impact on the company's loan minus cash to value covenant. At the date of approval of the financial statements however, the directors do not consider that this is likely to give rise to a breach of covenant within the next 12 months.

The directors have a reasonable expectation that the company will have adequate resources to continue its operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The risks and uncertainties facing the business are monitored through continuous assessment, regular formal quarterly reviews and discussion at Canary Wharf Group plc board level and Canary Wharf Group Investments Holdings plc audit committee and board level. Such discussion focuses on the risks identified as part of the system of internal control which highlights key risks faced by the company and allocates specific day to day monitoring and control responsibilities to management. As a member of Canary Wharf Group, the current key risks of the company include the cyclical nature of the property market, concentration risk and financing risk.

Cyclical nature of the property market

The valuation of the Company and Group's assets are subject to many external economic and market factors. Following, uncertainty in the Eurozone experienced in recent years, the implications of UK withdrawal from the EU, a General Election and renewed turmoil in the financial markets following the spread of the coronavirus, the London real estate market has had to cope with fluctuations in demand. The full impact of the coronavirus is not yet possible to predict. A sustained global epidemic will however inevitably effect short and medium term economic performance and confidence, with adverse implications for the property market. The real estate market has to date, however, been assisted by the depreciation of sterling since the EU referendum and the continuing presence of overseas investors attracted by the relative transparency of the real estate market in London which is still viewed as both relatively stable and secure. Although previous Government announcements, in particular the changes to stamp duty in the residential property market, have contributed to a slowing of residential land prices the residential market has been underpinned by continuing demand. Sales in the residential buildings at Wood Wharf and Southbank Place have accordingly remained relatively strong despite continuing uncertainties which are unhelpful to confidence across the wider real estate sector.

INTERIM MANAGEMENT STATEMENT (Continued)

Concentration risk

The majority of the Canary Wharf Group's real estate assets are currently located on or adjacent to the Canary Wharf Estate with a majority of tenants linked to the financial services industry. Wherever possible steps are taken to mitigate or avoid material consequences arising from this concentration and to diversify the tenant base.

Financing risk

The broader economic cycle is reflected in movements in inflation, interest rates and bond yields.

The company has issued debenture finance in sterling at both fixed and floating rates and uses interest rate swaps to modify its exposure to interest rate fluctuations. All of the company's borrowings are fixed after taking account of interest rate hedges. All borrowings are denominated in sterling and the company has no intention to borrow amounts in currencies other than sterling.

The company enters into derivative financial instruments solely for the purposes of hedging its financial liabilities. No derivatives are entered into for speculative purposes.

The company is not subject to externally imposed capital requirements.

The company's securitisation is subject to a maximum loan minus cash to value ('LMCTV') ratio covenant.

The maximum LMCTV ratio is 100.0%. Based on the 30 June 2020 valuations of the properties upon which the company's notes are secured, the LMCTV ratio at the interest payment date in July 2020 was 42.7%. The securitisation is not subject to a minimum interest coverage ratio. A breach of certain financial covenants can be remedied by depositing eligible investments (including cash).

INTERIM MANAGEMENT STATEMENT (Continued)

DIRECTOR'S RESPONSIBILITY STATEMENT

The board of directors, comprising Sheikh Khalifa Al-Thani, Sir George Iacobescu CBE,

S Z Khan and Z B Vaughan, confirms to the best of its knowledge that:

 
            --   the condensed set of financial statements on pages 7 - 16 
                  which has been prepared in accordance with the applicable 
                  set of accounting standards give a true and fair view of 
                  the assets, liabilities, financial position and profit or 
                  loss of the company as required by Rule 4.2.4 of the Disclosure 
                  and Transparency Rules of the United Kingdom's Financial 
                  Conduct Authority (the 'DTRs'); and 
 
            --   the interim management statement includes a fair review of 
                  the information required by Rule 4.2.7 of the DTRs (indication 
                  of important events during the first 6 months and description 
                  of principal risks and uncertainties for the remaining 6 
                  months of the year). 
 

INCOME STATEMENT

for the 6 months ended 30 June 2020

 
      Audited                                           Unaudited        Unaudited 
   year ended                                            6 months         6 months 
  31 December                                               ended            ended 
         2019                                        30 June 2020     30 June 2019 
                                                                       As restated 
          GBP                                 Note            GBP              GBP 
-------------                                       -------------    ------------- 
 
      (8,952)   Administrative expenses                   (8,952)          (8,952) 
 
      (8,952)   OPERATING LOSS                            (8,952)          (8,952) 
 
   86,789,015   Interest receivable              2     42,579,800       43,440,206 
 
 (76,685,988)   Interest payable                 3   (47,510,872)     (28,442,222) 
 
                (LOSS)/PROFIT ON ORDINARY 
   10,094,075    ACTIVITIES BEFORE TAXATION           (4,940,024)       14,989,032 
 
                Tax on profit/(loss) on 
            -    ordinary activities             4              -                - 
 
                (LOSS)/PROFIT ON ORDINARY 
                 ACTIVITIES AFTER TAXATION 
   10,094,075    FOR THE PERIOD/YEAR                  (4,940,024)       14,989,032 
-------------                                       -------------    ------------- 
 

OTHER COMPREHENSIVE INCOME

 
                Fair value movement on effective 
 (14,646,700)    hedging instruments                       -     (14,646,701) 
    4,689,581   Hedge reserve recycling            4,969,727        (271,319) 
                Tax relating to components 
            -    of other comprehensive income             -                - 
 
                OTHER COMPREHENSIVE INCOME 
  (9,957,119)    FOR THE PERIOD/YEAR               4,969,727     (14,918,020) 
 
                TOTAL COMPREHENSIVE INCOME 
      136,956    FOR THE PERIOD/YEAR                  29,703           71,012 
-------------                                     ----------    ------------- 
 

All amounts relate to continuing activities in the United Kingdom.

The Notes numbered 1 - 9 form an integral part of this Half Yearly Financial Report.

The Half Yearly Financial Report for the 6 months ended 30 June 2020 was approved by the Board of Directors on 15 October 2020.

STATEMENT OF FINANCIAL POSITION

as at 30 June 2020

 
         Audited                                             Unaudited           Unaudited 
     31 December                                               30 June             30 June 
            2019                                                  2020                2019 
                                                                               As restated 
             GBP                                Note               GBP                 GBP 
----------------                                      ----------------    ---------------- 
 
                   CURRENT ASSETS 
                   Debtors                         5 
                   Amounts falling due after 
   1,680,875,352    one year                             1,684,673,289       1,696,340,290 
                   Amounts falling due within 
      48,215,880    one year                                47,858,386          48,352,235 
       3,366,239   Cash at bank                              3,548,081           3,218,677 
 
   1,732,457,471                                         1,736,079,756       1,747,911,202 
 
                   CREDITORS: Amounts falling 
    (46,184,654)    due within one year            6      (45,979,299)        (46,239,391) 
 
   1,686,272,817   NET CURRENT ASSETS                    1,690,100,457       1,701,671,811 
----------------                                      ----------------    ---------------- 
 
                   TOTAL ASSETS LESS CURRENT 
   1,686,272,817    LIABILITIES                          1,690,100,457       1,701,671,811 
 
                   CREDITORS: Amounts falling 
                    due after more than one 
 (1,680,875,352)    year                           7   (1,684,673,289)     (1,696,340,290) 
 
       5,397,465   NET ASSETS                                5,427,168           5,331,521 
----------------                                      ----------------    ---------------- 
 
                   CAPITAL AND RESERVES 
          50,000   Called up share capital                      50,000              50,000 
   (157,005,324)   Hedging reserve                       (152,035,597)       (161,966,225) 
     162,352,789   Retained earnings                       157,412,765         167,247,746 
 
       5,397,465   SHAREHOLDER'S SURPLUS                     5,427,168           5,331,521 
----------------                                      ----------------    ---------------- 
 

The Notes numbered 1 - 9 form an integral part of this Half Yearly Financial Report.

STATEMENT OF CHANGES IN EQUITY

for the 6 months ended 30 June 2020

 
                           Called 
                               up 
                            share         Hedging      Retained 
                          capital         reserve      earnings          Total 
                              GBP             GBP           GBP            GBP 
                         --------  --------------  ------------  ------------- 
 
 At 1 January 2019 as 
  restated                 50,000   (147,048,205)   152,258,714      5,260,509 
 Profit for the period          -               -    14,989,032     14,989,032 
 Other comprehensive 
  income                        -    (14,918,020)             -   (14,918,020) 
 
 
 Total comprehensive 
  income                        -    (14,918,020)    14,989,032         71,012 
 
 At 30 June 2019           50,000   (161,966,225)   167,247,746      5,331,521 
                         --------  --------------  ------------  ------------- 
 
 Loss for the period            -               -   (4,894,957)    (4,894,957) 
 Other comprehensive 
  loss                          -       4,960,901             -      4,960,901 
 
 
 Total comprehensive 
  loss                          -       4,960,901   (4,894,957)         65,944 
 
 At 31 December 2019       50,000   (157,005,324)   162,352,789      5,397,465 
                         --------  --------------  ------------  ------------- 
 
 Loss for the period            -               -   (4,940,024)    (4,940,024) 
 Other comprehensive 
  income                        -       4,969,727             -      4,969,727 
 
 
 Total comprehensive 
  income                        -       4,969,727   (4,940,024)         29,703 
 
 At 30 June 2020           50,000   (152,035,597)   157,412,765      5,427,168 
                         --------  --------------  ------------  ------------- 
 

The Notes numbered 1 - 9 form an integral part of this Half Yearly Financial Report.

NOTES TO THE INTERIM REPORT

for the 6 months ended 30 June 2020

   1.        ACCOUNTING POLICIES 

The statutory accounts have been prepared in accordance with Financial Reporting Standard (FRS) 102 "The Financial Report Standard applicable in the UK and Republic of Ireland". Accordingly, this condensed set of financial statements has been prepared in accordance with FRS 104 "Interim Financial Reporting".

The accounting policies applied in the preparation of this Interim Report are consistent with those that will be adopted in the statutory accounts for the year ending 31 December 2020. The full accounting policies of the company, set out in the 2019 statutory accounts, have been applied in preparing this Interim Report.

The financial information relating to the 6 months ended 30 June 2020 and 30 June 2019 is unaudited.

The results for the year ended 31 December 2019 are not the company's statutory accounts. A copy of the statutory accounts for the year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not contain any reference to any matters which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

In accordance with FRS 102, the company will be exempt from presentation of cash flow statement in its next annual financial statements as it will be included in the consolidated financial statements of Canary Wharf Group Investing Holdings plc, and accordingly the company has taken an equivalent exemption in preparing these condensed interim financial statements.

   2.        INTEREST RECEIVABLE AND SIMILAR INCOME 
 
     Audited                                       Unaudited        Unaudited 
  year ended                                        6 months         6 months 
 31 December                                           ended            ended 
        2019                                    30 June 2020     30 June 2019 
         GBP                                             GBP              GBP 
------------                                   -------------    ------------- 
 
      15,944   Bank interest receivable                5,377            7,340 
               Interest receivable from group 
  86,773,071    undertakings                      42,574,423       43,432,866 
 
  86,789,015                                      42,579,800       43,440,206 
------------                                   -------------    ------------- 
 
 
   3.        INTEREST PAYABLE AND SIMILAR CHARGES 
 
      Audited                                        Unaudited        Unaudited 
   year ended                                         6 months         6 months 
  31 December                                            ended            ended 
         2019                                     30 June 2020     30 June 2019 
                                                                    As restated 
          GBP                                              GBP              GBP 
-------------                                    -------------    ------------- 
 
                Interest payable on securitised 
   86,643,107    debt (Note 8)                      42,541,145       43,360,243 
 (14,646,700)   Fair value adjustments                       -     (14,646,702) 
    4,689,581   Hedge reserve recycling              4,969,727        (271,319) 
 
   76,685,988                                       47,510,872       28,442,222 
-------------                                    -------------    ------------- 
 
 

Fair value adjustments

 
      Audited                                              Unaudited        Unaudited 
   year ended                                               6 months         6 months 
  31 December                                                  ended            ended 
         2019                                           30 June 2020     30 June 2019 
          GBP                                                    GBP              GBP 
-------------                                          -------------    ------------- 
 
   17,109,613   Derivative financial instruments          59,067,077       17,509,177 
    4,268,326   Securitised debt                        (39,097,934)        3,128,454 
 (36,024,639)   Loan to fellow subsidiary undertaking   (19,969,143)     (35,284,333) 
 
 (14,646,700)                                                      -     (14,646,702) 
-------------                                          -------------    ------------- 
 
 
   4.        TAXATION 
 
     Audited                                             Unaudited        Unaudited 
  year ended                                              6 months         6 months 
 31 December                                                 ended            ended 
        2019                                          30 June 2020     30 June 2019 
                                                                        As restated 
         GBP                                                   GBP              GBP 
------------                                         -------------    ------------- 
 
               Tax charge 
           -   Current tax chargeable to income                  -                - 
           -   Deferred tax                                      -                - 
 
           -                                                     -                - 
------------                                         -------------    ------------- 
 
               Tax reconciliation 
               (Loss)/profit on ordinary activities 
  10,094,075    before taxation                        (4,940,024)       14,989,032 
 
 
               Tax on (loss)/profit at UK 
   1,917,874    corporation tax rate                       938,605      (3,644,358) 
               Effects of: 
           -   Changes in tax rates                              -          382,188 
 (1,891,852)   Fair value movements                      (944,248)        3,248,605 
    (26,022)   Group relief                                  5,643           13,565 
 
           -                                                     -                - 
------------                                         -------------    ------------- 
 
 
   5.        DEBTORS 
 
       Audited                                           Unaudited         Unaudited 
   31 December                                             30 June           30 June 
          2019                                                2020              2019 
                                                                         As restated 
           GBP                                                 GBP               GBP 
--------------                                      --------------    -------------- 
 
                 Due within one year: 
                 Loan to fellow subsidiary 
    46,117,430    undertaking                           45,903,410        46,177,842 
                 Amounts owed by fellow subsidiary 
     2,098,450    undertakings                           1,954,976         2,174,393 
 
    48,215,880                                          47,858,386        48,352,235 
--------------                                      --------------    -------------- 
 
                 Due after more than one 
                  year: 
                 Loan to fellow subsidiary 
 1,680,875,352    undertaking                        1,684,673,289     1,696,340,290 
 
 1,680,875,352                                       1,684,673,289     1,549,800,559 
--------------                                      --------------    -------------- 
 

The loan to a fellow subsidiary undertaking comprises:

 
       Audited                                       Unaudited         Unaudited 
   31 December                                         30 June           30 June 
          2019                                            2020              2019 
           GBP                                             GBP               GBP 
--------------                                  --------------    -------------- 
 
 1,706,598,286   Brought forward                 1,710,200,552     1,706,598,286 
  (29,325,200)   Repaid in period                 (14,662,600)      (14,662,600) 
   (1,864,598)   Amortisation of issue premium       (895,370)         (942,991) 
   (1,232,575)   Accrued financing expenses          (613,236)         (611,538) 
    36,024,639   Fair value adjustment              19,969,143        35,284,333 
 
 1,710,200,552   Carried forward                 1,713,998,489     1,725,665,490 
--------------                                  --------------    -------------- 
 
                 Payable within one year 
    29,325,200    or on demand                      29,325,200        29,325,200 
                 Payable after more than 
 1,680,875,352    one year                       1,684,673,289     1,696,340,290 
 
 1,710,200,552                                   1,713,998,489     1,725,665,490 
--------------                                  --------------    -------------- 
 

The loans to a fellow subsidiary undertaking bear fixed rates of interest between 5.41% and 7.07% and are repayable in instalments between 2005 and 2037.

Other amounts owed by group companies are non-interest bearing and repayable on demand.

The amount of the loan due within one year comprises GBP16,578,210 (31 December 2019 - GBP16,792,230) of interest and GBP29,325,200 (31 December 2019 - GBP29,325,200) of capital.

The A7, B3 and C2 tranches of the intercompany loan are carried at fair value. The A1, A3, B and D2 tranches are carried at amortised cost. The total fair value of the loans to fellow subsidiary undertakings at 30 June 2020 was GBP1,986,701,158 (31 December 2019 - GBP1,988,296,841), calculated by reference to the fair values of the company's financial liabilities. In the event that the company were to realise the fair value of the securitised debt and the derivative financial instruments, it would have the right to recoup its losses as a repayment premium on its loans to CW Lending II Limited. As such, the fair value of the loans to group undertakings is calculated to be the sum of the fair value of the securitised debt and the fair value of the derivative financial instruments. The carrying value of financial assets represents the company's maximum exposure to credit risk.

   6.        CREDITORS: Amounts falling due within one year 
 
     Audited                                   Unaudited      Unaudited 
 31 December                                     30 June        30 June 
        2019                                        2020           2019 
         GBP                                         GBP            GBP 
------------                                 -----------    ----------- 
 
  46,184,654   Securitised debt (Note 8)      45,970,347     46,230,439 
           -   Accruals and deferred income        8,952          8,952 
 
  46,184,654                                  45,979,299     46,239,391 
------------                                 -----------    ----------- 
 

The amount of the securitised debt due within one year comprises GBP16,645,147 (31 December 2019 - GBP16,859,454) of interest and GBP29,325,200 (31 December 2019 - GBP29,325,200) of capital.

   7.        CREDITORS: Amounts falling after more than one year 
 
       Audited                                          Unaudited         Unaudited 
   31 December                                            30 June           30 June 
          2019                                               2020              2019 
                                                                        As restated 
           GBP                                                GBP               GBP 
--------------                                     --------------    -------------- 
 
 1,331,780,063   Securitised debt                   1,276,510,923     1,346,845,437 
   349,095,289   Derivative financial instruments     408,162,366       349,494,853 
 
 1,680,875,352                                      1,684,673,289     1,696,340,290 
--------------                                     --------------    -------------- 
 

The amounts at which borrowings are stated comprise:

 
       Audited                                       Unaudited         Unaudited 
   31 December                                         30 June           30 June 
          2019                                            2020              2019 
           GBP                                             GBP               GBP 
--------------                                  --------------    -------------- 
 
 1,389,259,312   Brought forward                 1,361,105,263     1,389,259,312 
  (29,325,200)   Repaid in period                 (14,662,600)      (14,662,600) 
   (1,864,598)   Amortisation of issue premium       (895,370)         (942,991) 
   (1,232,577)   Accrued financing expenses          (613,236)         (611,538) 
     4,268,326   Fair value adjustment            (39,097,934)         3,128,454 
 
 1,361,105,263   Carried forward                 1,305,836,123     1,376,170,637 
--------------                                  --------------    -------------- 
 
                 Payable within one year or 
    29,325,200    on demand                         29,325,200        29,325,200 
                 Payable after more than one 
 1,331,780,063    year                           1,276,510,923     1,346,845,437 
 
 1,361,105,263                                   1,305,836,123     1,376,170,637 
--------------                                  --------------    -------------- 
 

The company's securitised debt was issued in tranches, with notes of classes A1, A3, A7, B, B3, C2 and D2 remaining outstanding. The class A1, A3 and B notes were issued at a premium which is being amortised to the income statement on a straight line basis over the life of the relevant notes. At 30 June 2020 GBP14,771,993 (31 December 2019 - GBP15,667,363) remained unamortised.

At 30 June 2020, there were accrued financing costs of GBP17,965,025 (31 December 2019 - GBP18,578,262) relating to increases in margins as described below.

The notes are secured on 6 properties at Canary Wharf, owned by fellow subsidiary undertakings, and the rental income stream therefrom.

The securitised debt has a face value on 30 June 2020 of GBP1,428,849,920 (31 December 2019 - GBP1,443,512,520), of which GBP764,288,920 (31 December 2019 - GBP778,951,520) carries fixed rates of interest between 5.95% and 6.8%. The other GBP664,561,000 (31 December 2019 - GBP664,561,000) of the securitised debt carries floating rates of interest at LIBOR plus a margin. The company uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt caused by movements in market rates of interest. The hedged rates of the floating notes, including the margins, are between 5.30% and 6.74%.

The floating rate notes are carried at fair value through profit or loss. The fixed rate notes are carried at amortised cost. The total fair value of the securitised debt at 30 June 2020 was GBP1,578,538,792 (31 December 2019 - GBP1,639,201,552). The fair values of the sterling denominated notes have been determined by reference to prices available on the market on which they are traded.

At 30 June 2020, the fair value of the interest rate derivatives resulted in the recognition of a liability of GBP408,162,366 (31 December 2019 - GBP349,095,289). The fair values of the derivative financial instruments have been determined by reference to the market values provided by a third party valuer.

The securitisation continues to have the benefit of an arrangement with AIG which covers the rent in the event of a default by the tenant of 33 Canada Square over the entire term of the lease. At 30 June 2020, AIG had posted GBP128,993,887 as cash collateral in respect of this obligation.

The company also has the benefit of a GBP300 million liquidity facility provided by Lloyds Bank plc, under which drawings may be made in the event of a cash flow shortage under the securitisation.

   8.        CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS 

As at 30 June 2020 and 31 December 2019, the company had given security over all its assets, including security expressed as a first fixed charge over its bank accounts, to secure the notes referred to in Note 7.

   9.        PRIOR PERIOD ADJUSTMENT 

In previous years the company has noted within its Strategic Report a mismatch in the accounting treatment applied to its financial instruments, whereby derivatives were measured at fair value with securitised debt and intercompany loans measured at amortised cost.

FRS 102 allows financial instruments to be measured in accordance with IFRS 9 - Financial Instruments. Following the adoption of IFRS 9 in the EU, the company has, on 1 July 2019, changed its accounting policy for financial instruments to that of the measurement criteria of IFRS 9.

The interest swaps, associated floating rate securitised debt and associated tranches of the loan to a fellow subsidiary undertaking have been designated as Fair Value through Profit or Loss ('FVTPL'), eliminating the accounting mismatch and providing more reliable and relevant information.

The fixed rate securitised debt and the associated tranches of the loan to a fellow subsidiary undertaking continue to be carried at amortised cost as this does not cause an accounting mismatch. IFRS 9 does not permit a designation as FVTPL under these circumstances.

Prior to 1 July 2019, financial instruments were carried under the measurement criteria of IAS 39. The A7 and D2 derivative financial instruments were carried at FVTPL. The B3 and C2 derivatives financial instruments were designated as effective hedges of the corresponding notes and carried at Fair Value through Other Comprehensive Income. All other financial instruments were carried at amortised cost. The hedging relationships were terminated on 1 July 2019 with the adoption of fair value accounting for the floating rate securitised debt. The balance in the hedging reserve will be amortised to the income statement over the remaining life of the corresponding notes.

Under the previous accounting policy, the fair value adjustment resulted in the recognition of a deferred tax asset. Under the new accounting policy, the deferred tax on the fair value movements nets to nil.

This change in accounting policy has been applied retrospectively and the following line items of the accounts have been restated accordingly:

 
                                      Previously 
                                        reported     Adjustment       As restated 
                                    interim 2019   interim 2019      interim 2019 
                                             GBP            GBP               GBP 
                                ----------------  -------------  ---------------- 
 
 Interest payable and 
  similar charges                   (60,598,101)     32,155,879      (28,442,222) 
 Other profits and losses             43,431,254              -        43,431,254 
 
 Profit/(loss) before 
  tax                               (17,166,847)     32,155,879        14,989,032 
 Tax on profit                         2,930,436    (2,930,436)                 - 
 
 Profit/(loss) for the 
  financial year                    (14,236,411)     29,225,443        14,989,032 
                                ----------------  -------------  ---------------- 
 
 Debtors: amounts falling 
  due after more than one 
  year                             1,524,052,313    172,287,977     1,696,340,290 
 Creditors: amounts falling 
  due after more than one 
  year                           (1,814,133,043)    117,792,753   (1,696,340,290) 
 Other assets and liabilities          5,331,521              -         5,331,521 
 
 NET ASSETS/(LIABILITIES)          (284,749,209)    290,080,730         5,331,521 
                                ----------------  -------------  ---------------- 
 
 CAPITAL AND RESERVES 
 Retained earnings                 (150,367,242)    317,614,988       167,247,746 
 Other reserves                    (134,381,967)   (27,534,258)     (161,916,225) 
 
                                   (284,749,209)    290,080,730         5,331,521 
                                ----------------  -------------  ---------------- 
 
 

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(END) Dow Jones Newswires

October 15, 2020 12:49 ET (16:49 GMT)

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