04 August 2022
PMGR Securities 2025 PLC (the
‘Company’)
Legal Entity Identifier: 213800J2XR8QTJ8Y6565
PMGR Securities 2025 PLC's half report and accounts for the
six months to 30 June 2022 is
available at
https://www.globalrenewablestrust.com/documents/.
It has also been submitted in full unedited text to the
Financial Conduct Authority's National Storage Mechanism and is
available for inspection
at data.fca.org.uk/#/nsm/nationalstoragemechanism in
accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
PMGR SECURITIES 2025 PLC
Interim Report for the period from
1 January 2022 to 30 June 2022
PMGR Securities 2025 PLC (the “Company”) announces its interim
results for the period ended 30 June
2022.
The Company’s principal objective is to provide Zero Dividend
Preference Shares with a predetermined final capital entitlement.
It is recommended that these accounts are read in conjunction with
those of its parent, Premier Miton Global Renewables Trust PLC (the
“Parent Company”), also issued today.
Interim Management Report
This interim management report is provided in accordance with
the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and
4.2.8.
Directors
The Directors who served in office during the six months under
review are as follows:
- Gillian Nott (Chair)
- Melville Trimble
- Victoria Muir
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within
the six months under review to those reported in note 9 to the
Financial Statements in the Annual Report for the period ended
31 December 2021. There were no
events or otherwise during the period under review which had any
significant effect on the Company, its objective or purpose.
The board acknowledges its ultimate responsibility for
managing the risks associated with the Company. The principal risks
and uncertainties as identified by the Board are:
- Market risk, comprising of price risk, currency risk and
interest rate risk;
- Liquidity risk; and
- Credit risk.
Going Concern and Future
Developments
The Directors consider that the Company will have sufficient
funds, through funding from its Parent Company, to meet its
liabilities as they fall due. The Company has an agreement with its
Parent Company, whereby the Parent Company has entered into an
Undertaking Agreement pursuant to which the Parent Company has
undertaken to contribute (by way of gift, contribution or
otherwise) such amount as will result in the Company having
sufficient assets to satisfy the then current or, as the case may
be, Final Capital Entitlement of the ZDP Shares on the ZDP
Repayment Date of 28 November 2025 or any earlier winding up
of the Company under the Articles. As with any company placing
reliance on another group entity for financial support, the
Directors acknowledge that there can be no certainty that the
required support will be provided, however, at the date of approval
of these financial statements, the Directors have no reason to
believe that sufficient Parent Company support will not be
provided.
Consequently, the Directors are confident that the Company will
have sufficient funds to continue to meet its liabilities as they
fall due for at least 12 months from the date of approval of the
financial statements and therefore have prepared the financial
statements on a going concern basis.
Directors’ Responsibility Statement
The Directors are responsible for preparing the Interim Report,
in accordance with applicable law and regulations. The Directors
confirm that, to the best of their knowledge:
• The condensed set of Financial Statements within the Interim
Report has been prepared in accordance with IAS 34, “Interim
Financial Reporting”, as adopted by the United Kingdom; and
• The Interim Management Report includes a fair review of the
information required by 4.2.7R (indication of important events
during the first six months of the year) and 4.2.8R (disclosure of
related party transactions and changes therein) of the FCA’s
Disclosure and Transparency Rules.
For and on behalf of the Board.
Gillian Nott OBE
Chairman
3 August 2022
Income Statement
For the six months to 30 June
2022
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Six
months
to 30
June 2022 |
Period
from 21 October 2020 (the date of incorporation) to 30 June
2021 |
Period
from 21 October 2020 (the date of incorporation) to 31 December
2021 |
|
£’000 |
£’000 |
£’000 |
Finance income |
367 |
409 |
773 |
Finance costs* |
(367) |
(409) |
(773) |
Result before
taxation |
- |
- |
- |
Taxation |
- |
- |
- |
Result for the
period |
- |
- |
- |
All items derive from continuing operations; the Company does
not have any other recognised gains or losses.
*These costs relate to the provision for compound growth
entitlement of the Zero Dividend Preference Shares.
Balance Sheet
As at 30 June 2022
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
As at 30
June 2022 |
As at 30
June 2021 |
As at 31
December 2021 |
|
£000 |
£000 |
£000 |
Current assets |
|
|
|
Amount due from Parent
Company |
50 |
50 |
50 |
Non-current assets |
|
|
|
Amount due from Parent
Company |
15,357 |
14,626 |
14,990 |
|
|
|
|
Total assets |
15,407 |
14,676 |
15,040 |
Creditors: amounts
falling due after more than one year |
|
|
|
Other financial
liabilities |
(15,357) |
(14,626) |
(14,990) |
|
|
|
|
Net assets |
50 |
50 |
50 |
|
|
|
|
Equity Attributable to
Ordinary Shareholders |
|
|
|
Share Capital |
50 |
50 |
50 |
Revenue Reserve |
- |
- |
- |
|
|
|
|
Total Equity
Attributable to Ordinary Shareholders |
50 |
50 |
50 |
Cashflow Statement
For the six months to 30 June
2022
The Company does not have its own bank account therefore a
cashflow statement has not been prepared.
Statement of Changes in Equity
(Unaudited) For the six months to 30 June
2022
|
|
|
|
|
Ordinary
Share Capital |
Revenue
Reserves |
Total |
|
£000 |
£000 |
£000 |
Balance at 1 January
2022 |
50 |
- |
50 |
Result for the
period |
- |
- |
- |
Balance at 30 June
2022 |
50 |
- |
50 |
(Unaudited) Period from 21 October
2020 (the date of incorporation) to 30 June 2021
|
|
|
|
|
Ordinary
Share Capital |
Revenue
Reserves |
Total |
|
£000 |
£000 |
£000 |
Balance at 21 October
2020 |
- |
- |
- |
Issue of Ordinary
shares |
50 |
- |
50 |
Result for the
period |
- |
- |
- |
Balance at 30 June
2021 |
50 |
- |
50 |
(Audited) Period from 21 October
2020 (the date of incorporation) to 31 December 2021
|
|
|
|
|
Ordinary
Share Capital |
Revenue
Reserves |
Total |
|
£000 |
£000 |
£000 |
Balance at 21 October
2020 |
- |
- |
- |
Issue of Ordinary
shares |
50 |
- |
50 |
Result for the
period |
- |
- |
- |
Balance at 31 December
2021 |
50 |
- |
50 |
Notes to the Financial Statements
For the period from 1 January 2022
to 30 June 2022
1. General Information
PMGR Securities 2025 PLC (the “Company”) was incorporated in
England and Wales on 21 October
2020 and is a wholly owned subsidiary of Premier Miton
Global Renewables Trust PLC (the “Parent”) which is an investment
trust registered in England and
Wales. The Company commenced
operation on 2 November 2020 as part
of the reconstruction of the Parent when it issued 14,217,339 New
Zero Dividend Preference Shares.
The financial statements are prepared from 1 January 2022 to 30 June
2022.
2. Accounting Policies
2.1 Basis of preparation
The Interim Financial Statements have been prepared in
accordance with International Accounting Standard (“IAS”) 34
Interim Financial Reporting and in accordance with the Statement of
Recommended Practice (“SORP”) for investment trusts issued by the
Association of Investment Companies (“AIC”) in November 2014 (and updated in April 2021), where the SORP is not inconsistent
with IFRS.
The Company's accounting policies have not varied from those
described in the financial statements for the year ended 31
December 2021.
The financial information contained in this Interim Report does
not constitute statutory accounts as defined in Section 434 of the
Companies Act 2006 and have not been audited.
The functional currency of the Company is Sterling as this is
the currency of the primary economic environment in which the
Company operates. Accordingly, the Financial Statements are
presented in Sterling rounded to the nearest thousand pounds.
2.2 Presentation of Statement
In order to better reflect the activities of the Company as an
investment trust company, and in accordance with guidance issued by
the AIC, supplementary information which analyses the Income
Statement between items of a revenue and capital nature has been
presented alongside the Income Statement.
2.3 Use of estimates
The preparation of Financial Statements requires the Company to
make estimates and assumptions that affect the items reported in
the Balance Sheet and Statement of Comprehensive Income and the
disclosure of contingent assets and liabilities at the date of the
Financial Statements. Although these estimates are based on the
Board’s best knowledge of current facts, circumstances and, to some
extent, future events and actions, the Company’s actual results may
ultimately differ from those estimates, possibly by a significant
amount.
2.4 Segmental reporting
The chief operating decision maker has been identified as the
Board of the Company. The Board reviews the Company’s internal
management accounts in order to analyse performance. The Directors
are of the opinion that the Company is engaged in one segment of
business, being the issue of Zero Dividend Preference shares to
fund the operation of the Parent Company. As such, no additional
segmental reporting disclosure has been prepared.
3. Administrative Expenses
The Company’s administrative expenses are met by its Parent
Company.
4. Amounts due from Parent Company
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
As at
30 June 2022 |
As at
30 June 2021 |
As at
31 December 2021 |
|
|
£000 |
£000 |
£000 |
|
Current assets |
|
|
|
|
Amount due in respect
of called up issued share capital |
13 |
13 |
13 |
|
Amount due in respect
of issued share capital |
37 |
37 |
37 |
|
Total current
assets |
50 |
50 |
50 |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Amount due from Parent
company in respect of ZDPs |
15,357 |
14,626 |
14,990 |
|
Total non-current
assets |
15,357 |
14,626 |
14,990 |
|
Funds raised through the ZDP 2025 share issue after the
deduction of issue costs totalled £14.2m. These funds have been
transferred to the Parent Company under an Undertaking Agreement
pursuant to which the Parent Company agrees to contribute to the
Company such amount as will result in the Company having sufficient
assets to satisfy the then current or, as the case may be, the
final capital entitlement of the ZDP shares (scheduled repayment
date of 28 November 2025).
The Directors believe the carrying amount due from the Parent
Company approximates its fair value.
5. Other Financial Liabilities
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
As at
30 June 2022 |
As at
30 June 2021 |
As at
31 December 2021 |
|
£000 |
£000 |
£000 |
14,217,339 Zero
Dividend Preference Shares of £0.01 |
15,357 |
14,626 |
14,990 |
The accrued capital entitlement of each Zero Dividend Preference
Share was 108.02p as at 30 June 2022
(30 June 2021: 102.87p; 31 December 2021: 105.44p).
6. Zero Dividend Preference Shares
|
30 June
2022 |
30 June
2021 |
31
December 2021 |
|
Number of
Shares |
Number of
Shares |
Number of
Shares |
Balance at start of
period |
14,217,339 |
- |
- |
Shares issued during
the period |
- |
14,217,339 |
14,217,339 |
Balance at end of
period |
14,217,339 |
14,217,339 |
14,217,339 |
The Company issued 14,217,339 Zero Dividend Preference Shares
(“ZDP shares”) at 100 pence per share
on 30 November 2020. The ZDP shares
have an entitlement to receive a fixed cash amount on 28 November 2025, being the maturity date, of
127.61 pence per share, but do not
receive any dividends or income distributions.
The ZDP shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain proposals which would be likely to materially
affect their position. The ZDP shares also carry the right to vote,
as a class, on certain matters that relate to the activities of the
Group.
The fair value of the ZDP shares at 30
June 2022, based on the quoted bid price at that date, was
£15,141,466 (30 June 2021:
14,999,293; 31 December 2021:
£15,141,466). The fair value of the ZDP shares is classified as
level 2 under the hierarchy of fair value measurements.
7. Share capital
The Company has one class of share which carries no right to
fixed income. The authorised and issued share capital of the
Company is 50,000 ordinary shares issued at £1 which have been 25%
called.
8. Related Parties
The Directors are all directors of the Parent and received no
remuneration for their services to the Company during the period.
The amount due from the Parent Company was £15,407,000
(30 June 2021: £14,676,000;
31 December 2021: £15,040,000).