TIDMBC84

RNS Number : 1926R

Trafford Centre Finance Ld

19 September 2017

THE TRAFFORD CENTRE FINANCE LIMITED

LEI: 213800J9WWQVUK5FE223

Regulated Information Classification: information disclosed under article 5 of the Transparency Directive

19 September 2017

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 2017. 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

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2017

The Trafford Centre Finance Limited ("the company") is incorporated and registered in the Cayman Islands. The company's registered office is 89 Nexus Way, Camana Bay, 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 2017 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 2017 was GBP31,000 (year ended 31 December 2016 profit of GBP20,000, six months ended 30 June 2016 loss of GBP1,000) with net assets increasing to GBP886,000 (as at 31 December 2016 GBP855,000, as at 30 June 2016 GBP834,000).

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

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2017

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   2017 commentary 
---------------  --------------------------------------------------------------  -------  ------------------------------------------------------------ 
 Property 
------------------------------------------------------------------------------------------------------------------------------------------------------ 
 Macro-economic                                                                            Likelihood of macro-economic 
 Weakness in          *    Prime asset                                               =      weakness continues 
 the                                                                                        to be a risk with 
 macro-economic                                                                             political uncertainty 
 environment          *    Covenant headroom monitored and stress-tested                    in the UK and Brexit 
 could                                                                                      arrangements not yet 
 undermine                                                                                  detailed 
 rental income        *    Make representation on key policies, for example                  *    Property value remains stable in the period 
 levels and                business rates 
 property 
 values,                                                                                     *    Substantial covenant headroom 
 reducing             *    Leveraging the strength of the intu brand to attract 
 return                    and retain aspirational retailers 
 on investment 
 and covenant 
 headroom 
---------------  --------------------------------------------------------------  -------  ------------------------------------------------------------ 
 Retail                                                                             =      Likelihood and severity 
 environment        *    Active management of tenant mix                                   of potential impact 
 Failure to                                                                                are unchanged in 2017 
 react to                                                                                  with intu's strategy 
 changes            *    Regular monitoring of tenant strength and diversity               continuing to deliver 
 in the retail                                                                             strong footfall numbers 
 environment                                                                               and occupancy 
 could              *    'Tell intu' customer feedback programme helps                      *    Continuing digital investment to improve relevance as 
 undermine               identify changes in customer preferences                                shopping habits change 
 intu Trafford 
 Centre's 
 ability            *    Work closely with retailers                                        *    Footfall continues to be ahead of 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 
---------------  --------------------------------------------------------------  -------  ------------------------------------------------------------ 
 

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2017

KEY RISKS AND UNCERTAINTIES (CONTINUED)

 
 Risk & Impact    Mitigation                                                    Change   2017 commentary 
---------------  ------------------------------------------------------------  -------  ---------------------------------------------------------------- 
 Operations 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 Health and                                                                                  Likelihood of potential 
 safety            *    Strong business process and procedures, including          =         impact has not changed 
 Accidents              compliance with OHSAS 18001, supported by regular                    significantly during 
 or system              training and exercises                                               the first half of 
 failure                                                                                     2017, however severity 
 leading                                                                                     impacted by new enforcement 
 to financial      *    Annual audits of operational standards carried out                   structure 
 and/or                 internally and by external consultants                                *    Maintenance of OHSAS 18001 certification, 
 reputational                                                                                      demonstrating consistent health and safety management 
 loss                                                                                              process and procedures across the portfolio 
                   *    Culture of visitor, staff and contractor safety 
 
                                                                                              *    Work continuing towards achieving additional 
                   *    Crisis management and business continuity plans in                         accreditations with focus on ISO 14001 
                        place and tested 
 
                                                                                              *    Award of the golden status from the Royal Society for 
                   *    Retailer liaison and briefings                                             the Prevention of Accidents 
 
 
                   *    Appropriate levels of insurance 
 
 
                   *    Staff succession-planning and development in place to 
                        ensure continued delivery of world class service 
 
 
                   *    Health and safety managers or coordinators in all 
                        centres 
---------------  ------------------------------------------------------------  -------  ---------------------------------------------------------------- 
 Cyber-security                                                                   =      Likelihood has increased 
 Loss of           *    Data and cyber security strategies                                with increased reliance 
 data and                                                                                 on operational and 
 information                                                                              third party systems 
 or failure        *    Regular testing programme and cyber scenario exercise             and data, and with 
 of key systems         and benchmarking                                                  the number of recent 
 resulting                                                                                high profile hacks. 
 in financial                                                                             Severity of potential 
 and/or            *    Appropriate levels of insurance                                   impact has reduced 
 reputational                                                                             by significant development 
 loss                                                                                     of tools and controls. 
                   *    Crisis management and business continuity plans in                We have experienced 
                        place and tested                                                  attempted cybersecurity 
                                                                                          hacks which have not 
                                                                                          resulted in any data 
                   *    Data committee and data protection officer in place               loss or major operational 
                                                                                          impacts. We continue 
                                                                                          to prioritise on the 
                   *    Monitoring of regulatory environment and best                     cybersecurity programme 
                        practice                                                          of works 
                                                                                           *    Ongoing intu-wide cybersecurity project with 
                                                                                                investment in tools, consultancy and staff to 
                   *    Cybersecurity assessment performed by external                          mitigate impact of threats from evolving 
                        consultancy and full action plan in place (programme                    cybersecurity landscape 
                        of works) 
 
 
                   *    Managing of supply chain and service providers who 
                        hold intu data 
---------------  ------------------------------------------------------------  -------  ---------------------------------------------------------------- 
 

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2017

KEY RISKS AND UNCERTAINTIES (CONTINUED)

 
 Terrorism                                                                   =   Overall likelihood 
 Terrorist     *    Strong business process and procedures, supported by         and severity of potential 
 incident           regular training and exercises, designed to adapt and        impact unchanged. 
 at intu            respond to changes in risk levels                            In May 2017 we enacted 
 Trafford                                                                        our operational plan 
 Centre or                                                                       for the period of 
 another       *    Extraordinary pre-planned operational responses to           increased threat level. 
 major              changes in national threat level                             The threat level was 
 shopping                                                                        subsequently reduced 
 centre                                                                          to the prior threat 
 resulting     *    Annual audits of operational standards and physical          level 
 in loss            protection measures carried out internally and by             *    National threat level remains at Severe 
 of                 external agencies 
 consumer 
 confidence                                                                       *    Major scenario exercise completed at intu Trafford 
 with          *    Culture of visitor, staff and contractor safety                    Centre with involvement of multiple external agencies 
 consequent 
 impact on 
 lettings      *    Crisis management and business continuity plans in            *    Operating procedures in place for the introduction of 
 and rental         place and tested with involvement of multiple                      further security measures if required 
 growth             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 
 
 
               *    Internal head of security appointed 
-----------  -------------------------------------------------------------      ------------------------------------------------------------ 
 

DIRECTORS' RESPONSIBILITY STATEMENT

FOR THE SIX MONTHSED 30 JUNE 2017

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 11 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

18 September 2017

INDEPENT REVIEW REPORT TO THE DIRECTORS OF

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 2017. 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.

This conclusion is to be read in the context of what we say in the remainder of this report.

What we have reviewed

The interim financial statements comprise:

-- the balance sheet as at 30 June 2017;

-- 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 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.

INDEPENT REVIEW REPORT TO THE DIRECTORS OF

THE TRAFFORD CENTRE FINANCE LIMITED

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 Ireland) 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

18 September 2017

INCOME STATEMENT (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                      Six months   Six months 
                                           ended        ended    Year ended 
                                         30 June      30 June   31 December 
                                            2017         2016          2016 
                              Notes       GBP000       GBP000        GBP000 
 
 Administration expenses                    (10)         (24)          (29) 
                                     -----------  -----------  ------------ 
 
 Operating loss                             (10)         (24)          (29) 
 
 Finance income                 4         24,427       24,656        48,743 
 Finance costs                  4       (24,386)     (24,633)      (48,694) 
 Change in fair value           4              -            -             - 
  of financial instruments 
                                     -----------  -----------  ------------ 
 
 Net finance income                           41           23            49 
                                     -----------  -----------  ------------ 
 
 Profit/(loss) before 
  tax                                         31          (1)            20 
 
 Taxation                                      -            -             - 
                                     -----------  -----------  ------------ 
 
 Profit/(loss) for the 
  period                                      31          (1)            20 
                                     ===========  ===========  ============ 
 

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.

BALANCE SHEET (unaudited)

AS AT 30 JUNE 2017

 
                                            As at         As at       As at 
                                          30 June   31 December     30 June 
                                             2017          2016        2016 
                                Notes      GBP000        GBP000      GBP000 
 
 Non-current assets 
 Trade and other receivables      5       745,559       755,936     762,990 
 Derivative financial 
  instruments                     8        99,830       108,396     128,871 
                                       ----------  ------------  ---------- 
                                          845,389       864,332     891,861 
 
 Current assets 
 Trade and other receivables      5        27,926        23,833      23,134 
 Derivative financial 
  instruments                     8         1,653         1,594       1,510 
 Cash and cash equivalents                    426           386         346 
                                       ----------  ------------  ---------- 
                                           30,005        25,813      24,990 
 
 Total assets                             875,394       890,145     916,851 
                                       ----------  ------------  ---------- 
 
 Current liabilities 
 Borrowings                       7      (17,417)      (14,007)    (13,682) 
 Trade and other payables         6      (10,049)       (9,357)     (8,964) 
 Derivative financial 
  instruments                     8       (1,653)       (1,594)     (1,510) 
                                       ----------  ------------  ---------- 
                                         (29,119)      (24,958)    (24,156) 
 
 Non-current liabilities 
 Borrowings                       7     (745,559)     (755,936)   (762,990) 
 Derivative financial 
  instruments                     8      (99,830)     (108,396)   (128,871) 
                                       ----------  ------------  ---------- 
                                        (845,389)     (864,332)   (891,861) 
 
 Total liabilities                      (874,508)     (889,290)   (916,017) 
                                       ----------  ------------  ---------- 
 
 Net assets                                   886           855         834 
                                       ==========  ============  ========== 
 
 Equity 
 Share capital                    9             -             -           - 
 Retained earnings                            886           855         834 
                                       ----------  ------------  ---------- 
 
 Total equity                                 886           855         834 
                                       ==========  ============  ========== 
 

STATEMENT OF CHANGES IN EQUITY (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                  Share    Retained    Total 
                                capital    earnings   equity 
                                 GBP000      GBP000   GBP000 
 
 At 1 January 2016                     -        835      835 
                              ----------  ---------  ------- 
 
 Loss for the period                   -        (1)      (1) 
                              ----------  ---------  ------- 
 
 Total comprehensive income 
  for the period                       -        (1)      (1) 
                              ----------  ---------  ------- 
 
 At 30 June 2016                       -        834      834 
                              ==========  =========  ======= 
 
 At 1 July 2016                        -        834      834 
                              ----------  ---------  ------- 
 
 Profit for the period                 -         21       21 
                              ----------  ---------  ------- 
 
 Total comprehensive income 
  for the period                       -         21       21 
                              ----------  ---------  ------- 
 
 At 31 December 2016                   -        855      855 
                              ==========  =========  ======= 
 
 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 
                              ==========  =========  ======= 
 

STATEMENT OF CASH FLOWS (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2017

 
                                           Six months   Six months 
                                                ended        ended    Year ended 
                                              30 June      30 June   31 December 
                                                 2017         2016          2016 
                                   Notes       GBP000       GBP000        GBP000 
 
 Cash generated from operations     11            255            1         1,722 
 Interest received                             23,103       24,375        46,383 
 Interest paid                               (23,318)     (24,336)      (48,025) 
                                          -----------  -----------  ------------ 
 
 Cash flows from operating 
  activities                                       40           40            80 
                                          -----------  -----------  ------------ 
 
 Amounts owed by group 
  undertaking - received                        7,415        6,953        14,129 
                                          -----------  -----------  ------------ 
 
 Cash flows from investing 
  activities                                    7,415        6,953        14,129 
 
 Borrowings repaid                            (7,415)      (6,953)      (14,129) 
 
 Cash flows from financing 
  activities                                  (7,415)      (6,953)      (14,129) 
                                          -----------  -----------  ------------ 
 
 Net increase in cash and 
  cash 
 equivalents                                       40           40            80 
 Cash and cash equivalents 
  at beginning of 
 period                                           386          306           306 
                                          -----------  -----------  ------------ 
 
 Cash and cash equivalents 
  at end of period                                426          346           386 
                                          ===========  ===========  ============ 
 

NOTES (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2017

   1.         Basis of preparation 

The condensed set of interim financial statements ("interim financial statements") for the six months ended 30 June 2017 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 2016 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 2016 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 2016. 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.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   2.         Accounting policies 

The accounting policies applied are consistent with those of the company's financial statements for the year ended 31 December 2016 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 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 
                                         2017        2016          2016 
                                       GBP000      GBP000        GBP000 
 
Finance income 
On amounts due from group 
 undertaking                           24,427      24,656        48,743 
Other interest                              -           -             - 
                                   ----------  ----------  ------------ 
 
                                       24,427      24,656        48,743 
                                   ==========  ==========  ============ 
 
Finance costs 
On borrowings                        (24,385)    (24,616)      (48,664) 
Other interest                            (1)        (17)          (30) 
                                   ----------  ----------  ------------ 
 
                                     (24,386)    (24,633)      (48,694) 
                                   ==========  ==========  ============ 
 
Change in fair value of 
 financial instruments 
On external derivative financial 
 instruments                            8,567    (40,814)      (20,338) 
On derivative financial 
 instruments with 
The Trafford Centre Limited           (8,567)      40,814        20,338 
                                   ----------  ----------  ------------ 
 
                                            -           -             - 
                                   ==========  ==========  ============ 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   5.         Trade and other receivables 
 
                              As at        As at    As at 
                            30 June  31 December  30 June 
                               2017         2016     2016 
                             GBP000       GBP000   GBP000 
 Current 
 Amounts owed by group 
  undertaking                18,342       14,927   14,591 
 Less: finance costs          (925)        (920)    (909) 
                            -------  -----------  ------- 
 Net loan amount             17,417       14,007   13,682 
 
 Accrued income and other 
  amounts due 
 from group undertaking      10,462        9,381    9,013 
 Prepayments                     44          445      439 
 Other receivables                3            -        - 
                            -------  -----------  ------- 
 
                             27,926       23,833   23,134 
                            =======  ===========  ======= 
 
 
                             As at        As at      As at 
                           30 June  31 December    30 June 
                              2017         2016       2016 
                            GBP000       GBP000     GBP000 
 
 Non-current 
 Amounts owed by group 
  undertaking              756,855      767,684    775,197 
 Less: finance costs      (11,296)     (11,748)   (12,207) 
                         ---------  -----------  --------- 
 
 Net loan amount           745,559      755,936    762,990 
                         =========  ===========  ========= 
 

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.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   6.         Trade and other payables 
 
                           As at        As at    As at 
                         30 June  31 December  30 June 
                            2017         2016     2016 
                          GBP000       GBP000   GBP000 
 
 Amounts owed to group 
  undertaking              1,802          797      318 
 Accruals                  8,247        8,560    8,646 
                         -------  -----------  ------- 
 
                          10,049        9,357    8,964 
                         =======  ===========  ======= 
 

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

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   7.         Borrowings 
 
                             Interest      Final      As at    Year ended      As at 
                                 rate   maturity    30 June   31 December    30 June 
                                                       2017          2016       2016 
                                                     GBP000        GBP000     GBP000 
          Current 
          Secured notes: 
          Class 
          D2                8.28%           2022      2,780             -          - 
          B                 7.03%           2029      4,302         4,016      4,018 
          A2                6.5%            2033     11,260        10,911     10,573 
                                                  ---------  ------------  --------- 
          Debt falling 
           due 
          within one 
           year                                      18,342        14,927     14,591 
 
          Less: finance 
          costs                                       (925)         (920)      (909) 
                                                  ---------  ------------  --------- 
 
          Net loan 
          amount                                     17,417        14,007     13,682 
                                                  =========  ============  ========= 
 
          Non-current 
          Secured notes: 
          Class 
          A2                6.5%            2033    292,438       298,158    303,698 
          A3                Floating        2035    188,500       188,500    188,500 
          A4                2.875%          2019     20,000        20,000     20,000 
          B                 7.03%           2029     69,643        71,972     73,945 
          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     47,220        50,000     50,000 
          D3                4.750%          2024     70,000        70,000     70,000 
          Debt falling 
           due 
          after one 
           year                                     756,855       767,684    775,197 
 
          Less: finance 
          Costs                                    (11,296)      (11,748)   (12,207) 
                                                  ---------  ------------  --------- 
 
          Net loan 
          amount                                    745,559       755,936    762,990 
                                                  =========  ============  ========= 
 
          Total 
          borrowings                                762,976       769,943    776,672 
                                                  =========  ============  ========= 
 
 

The fair value of borrowings as at 30 June 2017 was GBP898,890,000 (31 December 2016 GBP901,951,000, 30 June 2016 GBP923,353,000).

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   7.         Borrowings (continued) 

The maturity profile of gross debt is as follows:

 
                                As at        As at     As at 
                              30 June  31 December   30 June 
                                 2017         2016      2016 
                               GBP000       GBP000    GBP000 
 
 Repayable within one year     18,342       14,927    14,591 
 Repayable in more than 
  one year 
 but not more than two 
  years                        45,497       23,179    18,342 
 Repayable in more than 
  two years 
 but not more than five 
  years                        89,362      106,235    45,497 
 Repayable in more than 
  five years                  621,996      638,270   711,357 
                             --------  -----------  -------- 
 
                              775,197      782,611   789,787 
                             ========  ===========  ======== 
 

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 GBP233,716,000 (31 December 2016 GBP230,045,000, 30 June 2016 GBP226,541,000) with rates of 4.2%, 4.34% and 4.66% and an interest rate cap of GBP3,838,000 (31 December 2016 GBP7,509,000, 30 June 2016 GBP11,013,000) 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 2017 was a liability of GBP101,500,000 (31 December 2016 GBP109,990,000, 30 June 2016 GBP131,332,000).

   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 
 
                                                As at 
                                                   30 
                                            June 2017 
                                                  GBP 
 Issued, called up and fully paid 
 At 31 December 2016 and 30 June 2017 - 2 
  ordinary shares of GBP1 each                      2 
                                            ========= 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   10.       Financial instruments 

The table below presents the company's financial assets and liabilities recognised at fair value at 30 June 2017, 31 December 2016 and 30 June 2016.

 
                                              As at 30 June 2017 
                          Level        Level   Level       Total 
                              1            2       3 
                         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) 
                        ========  ==========  ======  ========== 
 
 
                                          As at 31 December 2016 
                          Level        Level   Level       Total 
                              1            2       3 
                         GBP000       GBP000  GBP000      GBP000 
 Assets 
 Derivative financial 
  instruments: 
 - Fair value through 
  profit or loss               -     109,990       -     109,990 
                        --------  ----------  ------  ---------- 
 
 Total assets                  -     109,990       -     109,990 
                        --------  ----------  ------  ---------- 
 
 Liabilities 
 Derivative financial 
  instruments: 
 - Fair value through 
  profit or loss               -   (109,990)       -   (109,990) 
                        --------  ----------  ------  ---------- 
 
 Total liabilities             -   (109,990)       -   (109,990) 
                        ========  ==========  ======  ========== 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   10.       Financial instruments (continued) 
 
                                              As at 30 June 2016 
                          Level        Level   Level       Total 
                              1            2       3 
                         GBP000       GBP000  GBP000      GBP000 
 Assets 
 Derivative financial 
  instruments: 
 - Fair value through 
  profit or loss               -     130,381       -     130,381 
                        --------  ----------  ------  ---------- 
 
 Total assets                  -     130,381       -     130,381 
                        --------  ----------  ------  ---------- 
 
 Liabilities 
 Derivative financial 
  instruments: 
 - Fair value through 
  profit or loss               -   (130,381)       -   (130,381) 
                        --------  ----------  ------  ---------- 
 
 Total liabilities             -   (130,381)       -   (130,381) 
                        ========  ==========  ======  ========== 
 

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.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2017

   10.       Financial instruments (continued) 

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 2017, 31 December 2016 and 30 June 2016. 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 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)             - 
                                      ==========  ==========  ============ 
 
 
                                                               Gain/(loss) 
                                        Carrying        Fair     to income 
                                           value       value     statement 
 As at 31 December 2016                   GBP000      GBP000        GBP000 
 
 Derivative financial instrument 
  assets                                 109,990     109,990        20,338 
                                      ----------  ----------  ------------ 
 
 Total held for trading assets           109,990     109,990        20,338 
                                      ----------  ----------  ------------ 
 
 Trade and other receivables             779,324     911,332             - 
 Cash and cash equivalents                   386         386             - 
                                      ----------  ----------  ------------ 
 
 Total cash and receivables              779,710     911,718             - 
                                      ----------  ----------  ------------ 
 
 Derivative financial instrument 
  liabilities                          (109,990)   (109,990)      (20,338) 
                                      ----------  ----------  ------------ 
 
 Total held for trading liabilities    (109,990)   (109,990)      (20,338) 
                                      ----------  ----------  ------------ 
 
 Trade and other payables                  (797)       (797)             - 
 Borrowings                            (769,943)   (901,951)             - 
                                      ----------  ----------  ------------ 
 
 Total loans and payables              (770,740)   (902,748)             - 
                                      ==========  ==========  ============ 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHS ENDED 30 JUNE 2017

   10.       Financial instruments (continued) 
 
                                                               Gain/(loss) 
                                        Carrying        Fair     to income 
                                           value       value     statement 
 As at 30 June 2016                       GBP000      GBP000        GBP000 
 
 Derivative financial instrument 
  assets                                 130,381     130,381        40,814 
                                      ----------  ----------  ------------ 
 
 Total held for trading assets           130,381     130,381        40,814 
                                      ----------  ----------  ------------ 
 
 Trade and other receivables             785,685     785,685             - 
 Cash and cash equivalents                   346         346             - 
                                      ----------  ----------  ------------ 
 
 Total cash and receivables              786,031     786,031             - 
                                      ----------  ----------  ------------ 
 
 Derivative financial instrument 
  liabilities                          (130,381)   (130,381)      (40,814) 
                                      ----------  ----------  ------------ 
 
 Total held for trading liabilities    (130,381)   (130,381)      (40,814) 
                                      ----------  ----------  ------------ 
 
 Trade and other payables                  (318)       (318)             - 
 Borrowings                            (776,672)   (923,353)             - 
                                      ----------  ----------  ------------ 
 
 Total loans and payables              (776,990)   (923,671)             - 
                                      ==========  ==========  ============ 
 
   11.       Cash generated from operations 
 
                              Six months  Six months 
                                   ended       ended   Year ended 
                                 30 June     30 June  31 December 
                                    2017        2016         2016 
                                  GBP000      GBP000       GBP000 
 
Profit/(loss) before tax              31         (1)           20 
 
Remove: 
Finance income                  (24,427)    (24,656)     (48,743) 
Finance costs                     24,386      24,633       48,694 
 
Changes in working capital: 
Change in trade and other 
 receivables                         194       (253)        1,004 
Change in trade and other 
 payables                             71         278          747 
                              ----------  ----------  ----------- 
 
                                     255           1        1,722 
                              ==========  ==========  =========== 
 
   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 company news service from the London Stock Exchange

END

IR BXGDCCXBBGRC

(END) Dow Jones Newswires

September 19, 2017 10:00 ET (14:00 GMT)

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