TIDM80UC

RNS Number : 3746L

Connect M77/GSO

29 July 2011

Connect M77/GSO plc

Report and financial statements for the year ended 31 March 2011

Registered Number: 04698798

Directors' Report

The Directors present their report together with the audited financial statements for the year ended 31 March 2011.

Principal Activity and Business Review

On 7 May 2003 a contract was signed with East Renfrewshire Council (on behalf of the Scottish Government for the M77 and South Lanarkshire Council and East Renfrewshire Council for the Glasgow Southern Orbital (GSO)) to design, build, finance and operate (DBFO) the M77 from Fenwick to Malletsheugh and the GSO from Malletsheugh to Philipshill, East Kilbride and sections of the A726 and to maintain these roads under a licence over a 32 year period as well as modify certain sections of the A77. In accordance with the concession agreement the Company is responsible for operating the roads together with carrying out all of the routine and major life cycle maintenance for the life of the concession.

The new road sections were opened to the public in April 2005 and the final completion certificate was issued in September 2005.

There have been no changes to the Company's activities in the year under review and none are currently contemplated.

The Company's operating profit and its loss on ordinary activities after taxation are in line with expectations, accounting for a second year of severe winter weather.

Going Concern

The Company's forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements (see note 1 to the financial statements).

Share Capital

The issued share capital of the Company was GBP50,000 at 31 March 2011 and 31 March 2010, which consisted of 50,000 ordinary shares of GBP1 each.

Results and Dividends

The Company recorded a loss for the year after taxation of GBP7,379,000 (2010 - loss GBP4,725,000). The Directors do not propose to pay a dividend in respect of the year ended 31 March 2011 (2010 - GBPnil).

Principal Risks and Uncertainties

The Company recognises that effective risk management is fundamental to achieving its business objectives in order to meet its commitments in fulfilling the Public Private Partnership ("PPP") contract and in delivering a safe and efficient service. Risk management contributes to the success of the business by identifying opportunities and anticipating risks in order to enable the business to improve performance and fulfil its contractual obligations.

Financial instruments

The financial risk management objectives of the Company are to ensure that financial risks are mitigated by the use of financial instruments where they cannot be addressed by means of contractual provisions. Financial instruments are not used for speculative purposes.

Credit and cash flow risks to the Company arise from its client, East Renfrewshire Council. The credit and cash flow risks are not considered significant as the client is a quasi governmental organisation.

Directors' Report (continued)

For the year ended 31 March 2011

Financial instruments (continued)

The Company's liquidity risk is principally managed through financing the Company by means of long term borrowings with an amortisation profile that matches the expected availability of funds from the Company's operating activities. All borrowings are in the form of secured bonds issued at a fixed rate of interest of 5.404% per annum and secured loan stock issued at a fixed rate of interest of 12.1% per annum. In addition the Company maintains reserve bank accounts to provide short term liquidity against future debt service and other expenditure requirements.

Contractual relationships

The Company operates within a contractual relationship with its primary customer East Renfrewshire Council. A significant impairment of this relationship could have a direct and detrimental effect on the Company's results and could ultimately result in termination of the concession. To manage this risk the Company has regular meetings with East Renfrewshire Council including discussions on performance, project progress, future plans and customer requirements.

Key Performance Indicators

The Company has set specific business objectives, which are monitored using a number of key performance indicators ("KPIs"). The relevant KPIs for this report are detailed below:

 
                         31 March 2011   31 March 2010 
                          GBP'000         GBP'000 
 Loss after taxation     (7,379)         (4,725) 
 Net liabilities         (27,711)        (20,332) 
 

The Directors consider that these KPIs are in line with expectations.

Directors

The following persons were Directors of the Company throughout the year, except as noted:

A C Beauchamp

D W Bowler

A Matthews

B R Walker

Payment to Suppliers

The Company agrees terms and conditions for its business transactions with suppliers. Payment is then made to these terms, subject to the terms and conditions being met by the suppliers. As at 31 March 2011 creditor days for the Company amounted to 31 days (2010 - 30 days).

Directors' Report (continued)

For the year ended 31 March 2011

Auditor

Each of the persons who is a Director at the date of approval of the report confirms that:

i) so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

ii) the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of S418 of the Companies Act 2006.

A resolution to re-appoint Deloitte LLP as auditor will be proposed at the forthcoming Annual General Meeting.

Approved by the Board and signed on its behalf by:

6(th) Floor

350 Euston Road

Regent's Place

London

NW1 3AX N J Marshall

Secretary

25 July 2011

Directors' Responsibilities Statement

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

-- select suitable accounting policies and then apply them consistently;

-- make judgements and accounting estimates that are reasonable and prudent; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included in the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement

We confirm that to the best of our knowledge:

(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of Connect M77/GSO plc as at 31 March 2011; and

(b) the Directors' report includes a fair review of the development and performance of the business and the financial position of Connect M77/GSO plc, together with a description of its principal risks and uncertainties.

Signed on behalf of the Board of Directors of Connect M77/GSO plc on 25 July 2011:

A C Beauchamp

Director

Independent Auditor's Report to the Members of Connect M77/GSO plc

We have audited the financial statements of Connect M77/GSO plc for the year ended 31 March 2011 which comprise the profit and loss account, the balance sheet and the related notes 1 to 18. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditor

As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-- give a true and fair view of the state of the Company's affairs as at 31 March 2011 and of its loss for the year then ended;

-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-- have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Independent Auditor's Report to the Members of Connect M77/GSO plc (continued)

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-- the financial statements are not in agreement with the accounting records and returns; or

-- certain disclosures of directors' remuneration specified by law are not made; or

-- we have not received all the information and explanations we require for our audit.

Makhan Chahal (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

Chartered Accountants and Statutory Auditors

London, United Kingdom

July 2011

Profit and Loss Account

For the year ended 31 March 2011

 
                                                   2011       2010 
                                       Notes    GBP'000    GBP'000 
 
 Turnover                                2       12,356     12,264 
 Cost of sales                                  (9,428)    (6,630) 
                                              ---------  --------- 
 Gross profit                                     2,928      5,634 
 Administrative expenses                          (307)      (315) 
                                              ---------  --------- 
 Operating profit                        3        2,621      5,319 
 Interest receivable and similar 
  income                                 4           79        102 
 Interest payable and similar 
  charges                                5     (10,820)   (10,719) 
                                              ---------  --------- 
 Loss on ordinary activities before 
  taxation                                      (8,120)    (5,298) 
 Tax credit on loss on ordinary 
  activities                             6          741        573 
                                              ---------  --------- 
 Loss on ordinary activities after 
  taxation and retained for the         14, 
  financial year                         15     (7,379)    (4,725) 
                                              ---------  --------- 
 

There were no recognised gains or losses in either year other than the reported loss shown above; consequently no separate statement of total recognised gains and losses is presented.

All activities are from continuing operations in the United Kingdom.

Balance Sheet

31 March 2011

 
                                                       2011        2010 
                                          Notes     GBP'000     GBP'000 
 
 Fixed assets 
 Tangible assets                            7       125,854     133,360 
                                                 ----------  ---------- 
 Current assets 
 Debtors 
 - due within one year                      8         2,116       1,836 
 - due after one year                       8         2,093       2,058 
 Investments - due within one 
  year                                      9         7,105       7,050 
 Cash at bank and in hand                             2,874       2,048 
                                                 ----------  ---------- 
                                                     14,188      12,992 
 Creditors: amounts falling due 
  within one year                          10       (8,360)     (6,270) 
                                                 ----------  ---------- 
 Net current assets                                   5,828       6,722 
                                                 ----------  ---------- 
 Total assets less current liabilities              131,682     140,082 
                                                 ----------  ---------- 
 Creditors: amounts falling due 
  after more than one year                 11     (159,393)   (160,414) 
                                                 ----------  ---------- 
 Net liabilities                                   (27,711)    (20,332) 
                                                 ----------  ---------- 
 
 Capital and reserves 
 Called up share capital                   13            50          50 
 Profit and loss account                   14      (27,761)    (20,382) 
 
 Shareholders' deficit                     15      (27,711)    (20,332) 
                                                 ----------  ---------- 
 

These financial statements for Connect M77/GSO plc, company registration number 04698798, were approved by the Board of Directors on 25 July 2011 and signed on its behalf by:

A C Beauchamp

Director

Notes to the accounts

For the year ended 31 March 2011

1 Accounting policies

A summary of the principal accounting policies of the Company, all of which have been applied consistently during the year and the preceding year, is set out below:

a) Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards. They include the results of the activities described in the Directors' Report all of which are continuing.

FRS 29 requires disclosures and presentation of financial instruments. The Company is a wholly owned subsidiary of Connect M77/GSO Holdings Limited and accordingly is exempt from the disclosures required under FRS 29 (Financial Instruments: Disclosures) as these are detailed in the accounts of Connect M77/GSO Holdings Limited.

b) Cash Flow Statement

The Company is exempt from the requirement of Financial Reporting Standard No. 1 (Revised) to prepare a cash flow statement as it is a wholly owned subsidiary of Connect M77/GSO Holdings Limited, which prepares consolidated financial statements that include a cash flow statement and are publicly available.

c) Turnover

Revenue is recognised as turnover as it is earned and represents amounts due, exclusive of value added tax, in respect of services provided under the Design, Build, Finance and Operate (DBFO) Contract.

d) Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and provision for impairment.

The cost of the DBFO roads represents original cost plus capitalised interest on finance up to the date of completion. Depreciation of this cost is on the basis of usage over the period of the concession to operate the road and commenced when the road came into full use.

The carrying values of the tangible fixed assets are reviewed annually by the Directors to determine whether there has been any impairment to their values.

e) Taxation

Corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

Notes to the accounts (continued)

For the year ended 31 March 2011

1 Accounting policies (continued)

f) Finance costs

Finance costs in relation to the fixed rate senior secured bonds are recognised at a constant rate in accordance with the carrying value of these bonds.

g) Fixed rate senior secured bonds

Senior secured bonds are initially stated at the amount of the net proceeds after deduction of related issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and reduced by payments made in that period.

h) Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Directors' Report on pages 1 and 2.

The Directors have reviewed the Company's supply chain and do not believe that any specific risk has been identified. The Directors have also considered the ability of the client (East Renfrewshire Council) to continue to pay unitary fees due under the concession contract to the Company and do not consider this to be a material risk. Despite the Company showing net liabilities and recording a loss in the period the Company's forecasts and projections, taking account of reasonably possible counterparty performance, show that the Company expects to be able to continue to operate for the full term of the concession. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

2 Segmental information

Turnover

Turnover by origin and destination:

 
                      2011      2010 
                   GBP'000   GBP'000 
 
 United Kingdom     12,356    12,264 
                  --------  -------- 
 
 

All activities are from continuing operations in the United Kingdom.

 
 
      3 Operating profit 
       Operating profit is stated after charging: 
                                                         2011       2010 
                                                      GBP'000    GBP'000 
 
 Fees payable to the Company's auditor 
  for the audit of the Company's annual 
  accounts                                                 15         15 
 Total audit fees                                          15         15 
 
 Depreciation                                           7,506      4,895 
                                                    ---------  --------- 
 

Notes to the accounts (continued)

For the year ended 31 March 2011

3 Operating profit (continued)

Amounts payable to Deloitte LLP by the Company in respect of non audit services were GBPnil (2010: GBPnil)

The Directors received no salary, fees or other benefits in the performance of their duties in the current and preceding year. All staff costs are borne by the shareholders of Connect M77/GSO Holdings Limited who second employees to the Company and charge related service costs. The Company had no employees during the year (2010 - none).

 
 4 Interest receivable and similar income       2011    2010 
                                             GBP'000   GBP'000 
 
 Bank interest receivable                         79       102 
                                            --------  -------- 
 
 
 5 Interest payable and similar charges         2011        2010 
                                               GBP'000   GBP'000 
 
 Secured bond interest                           8,503     8,551 
 Secured loan stock interest                     2,317     2,168 
 Total interest payable and similar charges     10,820    10,719 
                                              --------  -------- 
 
 
 6 Tax credit on loss on ordinary activities           2011      2010 
                                                    GBP'000   GBP'000 
 The tax credit is based on the loss for 
  the year and comprises: 
 Current year tax credit at 28% (2010: 28%)             706       538 
 Deferred tax credit (see note 8b)                       35        35 
 Total tax credit on loss on ordinary activities        741       573 
                                                   --------  -------- 
 

The difference between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the loss before tax is as follows:

 
                                                      2011      2010 
                                                   GBP'000   GBP'000 
 
 Loss on ordinary activities before tax            (8,120)   (5,298) 
                                                  --------  -------- 
 Tax on loss on ordinary activities at standard 
  UK corporation tax rate of 28% (2010: 28%)         2,274     1,483 
 Effects of: 
 Other timing differences                            (196)     (127) 
 Current year losses surrendered for part 
  payment                                          (1,372)     (818) 
 Current tax credit for the year                       706       538 
                                                  --------  -------- 
 

A number of changes to the UK Corporation tax system were announced in the June 2010 Budget Statement. The Finance (No2) Act 2010 included legislation to reduce the main stream rate of corporation tax from 28% to 27% from 1 April 2011. Additional changes were announced in the March 2011 Budget Statement to further reduce the main stream rate of corporation tax to 26% from 1 April 2011. As a result of the change the deferred tax balances have been remeasured accordingly.

Notes to the accounts (continued)

For the year ended 31 March 2011

6 Tax credit on loss on ordinary activities (continued)

Additional changes were announced in the March 2011 Budget Statement to further reduce the main stream rate of corporation by 1% per annum to 23% by 1 April 2014. The changes had not been substantively enacted at the balance sheet date and therefore are not included in these financial statements.

 
           7 Tangible fixed assets 
            DBFO Roads 
                                      GBP'000 
 Cost 
 At 1 April 2010 and 31 March 
  2011                                156,373 
 
 

Depreciation

 
 At 1 April 2010         23,013 
 Charge for the year      7,506 
 
 At 31 March 2011        30,519 
                       -------- 
 
 Net book value 
 At 31 March 2011       125,854 
                       -------- 
 
 At 31 March 2010       133,360 
                       -------- 
 

The cost of the DBFO Road includes cumulative capitalised interest of GBP13,139,000 (2010 - GBP13,139,000)

Finance costs have been capitalised within fixed assets based on a fixed rate of 5.404%.

 
 8 Debtors                                     2011      2010 
                                            GBP'000   GBP'000 
 Due within one year: 
 Trade debtors                                1,410     1,298 
 Other debtors - group relief receivable        706       538 
                                              2,116     1,836 
                                           --------  -------- 
 
 
 
 Due after one year: 
 Deferred taxation      2,093   2,058 
                       ------  ------ 
                        2,093   2,058 
                       ------  ------ 
 

a) Deferred taxation

 
                                2011      2010 
                             GBP'000   GBP'000 
 Other timing differences    (3,049)   (3,480) 
 Losses not utilised           5,142     5,538 
                            --------  -------- 
 At 31 March                   2,093     2,058 
                            --------  -------- 
 

Notes to the accounts (continued)

For the year ended 31 March 2011

8 Debtors (continued)

b) Movement during the year

 
                                                2011      2010 
                                             GBP'000   GBP'000 
 
 At 1 April                                    2,058     2,023 
 Current year credit to the profit and           196       128 
  loss account                                     -      (93) 
 Prior year adjustment 
 Impact of change in tax rate change from 
  28% to 26%                                   (161)         - 
                                            --------  -------- 
 At 31 March                                   2,093     2,058 
                                            --------  -------- 
 

9 Investments - due within one year

 
 
 

Investments due within one year represent amounts held on deposit with a financial institution which are not available for withdrawal without penalty in under 24 hours and, in accordance with the Company's funding arrangements, are restricted and cannot be used to fund the ongoing operations of the Company.

 
 10 Creditors: amounts falling due within 
  one year                                      2011      2010 
                                             GBP'000   GBP'000 
 
 Trade creditors                                  36        61 
 Secured loan stock interest                   6,165     4,584 
 Accruals                                        825       506 
 VAT payable                                     154       116 
 Fixed rate guaranteed senior secured 
  bonds                                        1,180     1,003 
                                               8,360     6,270 
                                            --------  -------- 
 
 11 Creditors: amounts falling due after 
  more than one year                            2011      2010 
                                             GBP'000   GBP'000 
 
 Fixed rate guaranteed senior secured 
  bonds                                      144,528   145,549 
 Secured loan stock                           14,865    14,865 
                                            --------  -------- 
                                             159,393   160,414 
                                            --------  -------- 
 

Fixed rate guaranteed senior secured bonds due 2034 of GBP152,429,000 were issued on 7 May 2003. The bonds have been unconditionally and irrevocably guaranteed by Syncora Guarantee (UK) Limited (formerly XL Capital Assurance (UK) Limited) for payment of principal and interest.

Interest on the bonds is payable semi-annually in arrears on 31 March and 30 September in each year at a fixed rate of 5.404% per annum commencing on 30 September 2003.

Unless previously redeemed or purchased and cancelled, the bonds will mature on 31 March 2034 and are subject to redemption in part from, and including, 30 September 2006 in accordance with the amortisation schedule set out in the bonds offering circular.

The secured loan stock bears interest at 12.1% per annum and accrues from the date of final completion. It is redeemable in instalments between 2011 and 2035, or as the Company elects, but subject to certain restrictions in the collateral deed. The secured loan stock is held by the Company's parent company. The Company's parent company has issued loan stock to its immediate shareholders with identical terms and conditions.

Notes to the accounts (continued)

For the year ended 31 March 2011

11 Creditors: amounts falling due after more than one year (continued)

All borrowings contain either a fixed or varying security interest over the assets of the Company, as defined by an intercreditor agreement. The bonds have certain covenants attached.

Fixed rate guaranteed senior secured bonds are stated net of unamortised issue costs of GBP3,110,000 (2010 - GBP3,269,000). The Company incurred total issue costs of GBP4,403,000 in respect of the fixed rate bonds. These costs, together with the interest expense, are allocated to the profit and loss amount over the term of the bonds. Interest is calculated using the effective interest rate method.

The Company has committed borrowing facilities available of GBP167,294,000 which have been fully drawn as at 31 March 2011 (2010 - GBP167,294,000).

 
                                                    2011         2010 
                                                 GBP'000      GBP'000 
 
 Fixed rate guaranteed senior secured 
  bonds                                          152,429      152,429 
 Secured loan stock                               14,865       14,865 
                                              ----------   ---------- 
                                                 167,294      167,294 
                                              ----------   ---------- 
 
 
 
 
 The borrowings are repayable as follows:       2011      2010 
                                             GBP'000   GBP'000 
 
 Repayable within one year                     1,180     1,003 
 Repayable between one and two years           1,763     1,180 
 Repayable between two and five years          7,001     6,108 
 Repayable after five years                  150,629   153,126 
                                            --------  -------- 
                                             160,573   161,417 
                                            --------  -------- 
 
 
 12 Financial instruments and derivatives 
 

The Company's financial instruments comprise borrowings. The main purpose of these financial instruments is to raise finance for the construction and operation of the DBFO roads. The Company has not entered into derivatives transactions. It is, and has been throughout the year under review, the Company's policy that no trading in financial instruments shall be undertaken. The main risk arising from the Company's financial instruments is liquidity risk. The Board's policy for managing this risk is summarised below:

Liquidity risk

The Company's policy throughout the year has been, in order to ensure continuity of funding, that substantially all of its borrowings should mature in more than one year.

Interest rate risk

The Company has no exposure to interest rate risk as all its borrowings are at a fixed rate of interest.

Foreign currency risk

The Company has no foreign currency transactions. All of the Company's borrowings are denominated in sterling.

Notes to the accounts (continued)

For the year ended 31 March 2011

 
 12 Financial instruments and derivatives (continued) 
 

Interest rate profile

The interest rate profile of the Company's financial liabilities was as follows:

 
                             2011      2010 
                          GBP'000   GBP'000 
 
 Fixed rate borrowings    160,573   161,417 
                         --------  -------- 
 

The fixed rate bonds have interest payable at 5.404% per annum and the secured loan stock has interest payable at 12.1% per annum.

Maturity of financial liabilities

The maturity profile of the Company's financial liabilities was as follows:

 
                                             2011       2010 
 Borrowings                               GBP'000    GBP'000 
 Repayable within one year                  1,180      1,003 
 Repayable between one and two years        1,763      1,180 
 Repayable between two and five years       7,001      6,108 
 Repayable after five years               150,629    153,126 
                                        ---------  --------- 
                                          160,573    161,417 
                                        ---------  --------- 
 

Fair values

Set out below is a comparison of book values and fair values of the Company's financial instruments.

 
                                     Book       Book      Fair       Fair 
                                    value      value     value      value 
                                     2011       2010      2011       2010 
                                   GBP000    GBP'000    GBP000    GBP'000 
 Primary financial instruments 
  held or issued to finance 
  the Company's operations 
 
 Fixed rate secured bonds         145,708    146,552   121,754    118,868 
 Secured loan stock                14,865     14,865    38,979     32,949 
                                 --------  ---------  --------  --------- 
                                  160,573    161,417   160,733    151,817 
                                 --------  ---------  --------  --------- 
 

Market value has been used to determine the fair value of the financial instruments at 31 March 2011 and 31 March 2010.

 
 13 Called up share capital       2011      2010 
                               GBP'000   GBP'000 
 
 Allotted, called up and 
  fully paid 
 50,000 ordinary shares 
  of GBP1 each                      50        50 
                              --------  -------- 
 

Notes to the accounts (continued)

For the year ended 31 March 2011

14 Profit and loss account

 
                                    2011       2010 
                                 GBP'000    GBP'000 
 
 At 1 April                     (20,382)   (15,657) 
 Loss for the financial year     (7,379)    (4,725) 
                               ---------  --------- 
 At 31 March                    (27,761)   (20,382) 
                               ---------  --------- 
 
 
 15 Reconciliation of movements in shareholders' 
  deficit                                               2011       2010 
                                                     GBP'000    GBP'000 
 
 Opening shareholders' deficit                      (20,332)   (15,607) 
 Loss for the financial year                         (7,379)    (4,725) 
                                                   ---------  --------- 
 Closing shareholders' deficit                      (27,711)   (20,332) 
                                                   ---------  --------- 
 
 
 16 Capital commitments                2011      2010 
                                    GBP'000   GBP'000 
 
 Contracted but not provided for        335       335 
                                   --------  -------- 
 

17 Related party transactions

During the year to 31 March 2011 Balfour Beatty Capital Limited, a wholly owned subsidiary of Balfour Beatty plc, was employed under a Secondment Agreement with the Company for the provision of technical and managerial staff. The value of the services provided in the year was GBP268,068 (2010 - GBP307,028). The amount included in creditors at the year end was GBP68,525 (2010 - GBP36,022).

During the year to 31 March 2011 Balfour Beatty Civil Engineering Limited, a wholly owned subsidiary of Balfour Beatty plc, was employed under a contract with the Company to construct the DBFO roads and for the provision of management services for the operation and maintenance of the DBFO roads. The value of the contract in the year was GBP1,562,544 (2010 - GBPnil). The amount included in creditors at the year end was GBPnil (2010 - GBPnil).

During the year to 31 March 2011 Balfour Beatty Infrastructure Services Limited, a wholly owned subsidiary of Balfour Beatty plc, was employed under a contract with the Company for the provision of management services for the operation and maintenance of the DBFO roads. The value of the contract in the year was GBP278,115 (2010 - GBP1,881,982). The amount included in creditors at the year end was GBPnil (2010 - GBPnil).

During the year to 31 March 2011 Balfour Beatty Fleet Services Limited, a wholly owned subsidiary of Balfour Beatty plc, was employed under a contract with the Company for the provision of vehicle hire services for the operation and maintenance of the DBFO roads. The value of the contract in the year was GBP11,133 (2010 - GBP68,546). The amount included in creditors at the year end was GBP4,948 (2010 - GBP9,896).

During the year to 31 March 2011 Parsons Brinckerhoff, a wholly owned subsidiary of Balfour Beatty plc, was employed under a contract with the Company for the provision of principal bridge inspections on structures on the DBFO roads. The value of the contract in the year was GBP44,217 (2010 - GBPnil). The amount included in creditors at the year end was GBP6,400 (2010 - GBPnil).

Notes to the accounts (continued)

For the year ended 31 March 2011

18 Ultimate parent companies and controlling parties

The Company's immediate parent company is Connect M77/GSO Holdings Limited, which is incorporated in Great Britain and registered in England and Wales. Connect M77/GSO Holdings Limited is the parent company of the largest and smallest group of which the Company is a member and for which group accounts are drawn up. Copies of these accounts are available from 6(th) Floor, 350 Euston Road, Regent's Place, London NW1 3AX.

The Company is jointly controlled by Balfour Beatty plc and Barclays Integrated Infrastructure Fund (acting by its manager, Barclays Private Equity Limited).

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http://www.rns-pdf.londonstockexchange.com/rns/3746L_-2011-7-29.pdf

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACSPGUQCMUPGGUB

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