Company Registered No:
12757121
OBAN CARDS 2021-1 PLC
ANNUAL REPORT AND FINANCIAL
STATEMENTS
For the financial year ended
31 December 2023
CONTENTS
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Page
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OFFICERS
AND PROFESSIONAL ADVISERS
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1
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STRATEGIC
REPORT
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2
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DIRECTORS' REPORT
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4
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DIRECTORS' RESPONSIBILITIES STATEMENT
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6
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INDEPENDENT AUDITOR'S REPORT
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7
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STATEMENT
OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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15
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STATEMENT
OF FINANCIAL POSITION
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16
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STATEMENT
OF CHANGES IN EQUITY
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17
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NOTES TO
THE FINANCIAL STATEMENTS
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18
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OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS:
Lara Nasato (resigned 21 February 2024) Catherine McGrath
(appointed 21 February 2024) CSC DIRECTORS (NO.1) LIMITED
CSC DIRECTORS (NO.2) LIMITED
COMPANY SECRETARY:
CSC Corporate Services (UK) Limited
REGISTERED
OFFICE:
5 Churchill Place 10th Floor London
E14 5HU
United Kingdom
INDEPENDENT AUDITOR:
Deloitte LLP
4 Brindley Place Birmingham
B1 2HZ
BANKER:
Bank of New York Mellon, London Branch One Canada Square
London
The Directors present the Strategic Report for Oban
Cards 2021-1 PLC (the 'Company') for the financial year ended 31
December 2023.
Business review and principal activities
The Company was incorporated on 21 July 2020 as a
special purpose entity ("SPE") to issue series of asset backed
floating rate notes as part of the securitisation of credit card
receivables (the "Receivables") originated by Vanquis Bank Limited
("Vanquis", the "Originator", the "Servicer"). As part of the
securitisation structure, Vanquis sells a beneficial interest in
present and future credit card receivables originated by Vanquis on
designated consumer credit card accounts to Oban Cards Receivables
Trustee Limited (the 'Receivables Trustee', a SPE incorporated in
England and Wales), who hold the Receivables on trust for the
benefit of the Company.
On 26 January 2021, the Company issued £233,346,000
Class A notes and £219,754,000 Class D notes (the 'Loan Notes').
The Loan Notes were purchased by Vanquis.
Vanquis Bank Limited fails the derecognition test
under IFRS 9 as it retains the risks and rewards of the
Receivables. Therefore the Receivables remain on the balance sheet
of Vanquis and the Company recognises a Deemed Loan to the
Originator (the "Deemed Loan to the Originator") for an initial
amount of £453,100,000 which represents the obligation on the
Originator to transfer the cash flows on the credit credit card
receivables. The Company funds the purchase of the Deemed Loan to
the Originator through the issuance of the Loan Notes. Further
details on the Deemed Loan to the Originator are outlined in Note
8.
Business performance
During the financial year, the Company made a profit
and total comprehensive income for the financial year of £900
(2022:£972). The total net assets at the end of the financial year
were £31,626 (2022:
£30,726).
Principal risks and uncertainties
The Company is exposed to internal and external
risks of ongoing activities. The risks are managed as part of the
Company's business model.
The principal risk is that the Company is unable to
meet its obligations should the interest and principal received on
the Deemed Loan to the Originator not be sufficient to pay the note
holders interest and principal and the associated expenses of the
Company. This could arise if the cash flows generated on the Deemed
Loan to the Originator from the revolving credit card receivables
are not sufficient to settle interest and principal due on the Loan
Notes.
Information on how the Company's Directors manage
these risks and uncertainties is explained in Note 14 to the
accompanying financial statements.
Key performance indicators
The Company receives a full breakdown of the
performance from the Servicer around the underlying receivables to
the Deemed Loan to the Originator. The value of the Deemed Loan to
the Originator is a key performance indicator held by the Company
which decreased from £225,134,268 (2022: decreased from
£226,544,230) at the start of the financial year to £223,914,867
(2022: £225,134,268) as at 31 December 2023 largely due to the sale
of Receivables and netting of the Note Class D as outlined in Note
8.
Key performance indicators (Continued)
The profit after tax for the financial year was £900
(2022: £972) and the Company received interest income on the Deemed
Loan to the Originator of £32,583,610 (2022: £20,650,548) during
the financial year.
The increase in the income interest when compared to
prior year is due to an increase in the interest rate on the
underlying receivables.
At the financial year end the balance of the Class A
Loan Notes outstanding amounted to £233,346,000 (2022:
£233,346,000).
Financial Instruments
The Company's operations are financed primarily by
means of issuance of the Loan Notes. The Company issued such Loan
Notes to finance the acquisition of the Deemed Loan to the
Originator as explained in the business review above. The risk
profile of the Company is such that all risks of the Deemed Loan to
the Originator are ultimately borne by the Noteholders.
Streamlined Energy and Carbon Reporting
The Company is out of the scope of the Streamlined
Energy and Carbon Reporting (SECR), as it does not meet the
numerical thresholds in relation to turnover and number of
employees.
Directors' statement of compliance with Section
172(1) of the Companies Act 2006
As an securitisation entity, the governance
structure of the Company is such that the key policies have been
predetermined at the time of issuance. The Directors have had
regards to the matters set out in section 172(1) of the Companies
Act 2006 as follows:
a) the transaction documents have been formulated to
achieve the Company's purpose and business objectives, safeguard
the assets and promote the success of the Company with a long term
view and in accordance with relevant securitisation legislation
the Company is
only permitted
to retain minimal
profit;
(b) the Company has no employees;
(c) the
Company is a securitisation vehicle and fosters its relationships
with suppliers and others via professional third parties who have
been assigned operational roles with their roles strictly governed
by the transaction documents and fee arrangements agreed in
advance. The Company has no customers;
(d) as a
securitisation vehicle the Company has no physical presence or
operations and accordingly has minimal impact on the community and
the environment;
(e) the Company maintains a reputation for high standards of
business conduct via professional third parties who have been
assigned operational roles. Fee arrangements have been agreed in
advance and supplier invoices paid strictly in accordance with the
transaction documents including a priority of payments, if
applicable; and
(f) the Company has a sole member with the issued shares all held
on a discretionary trust basis for charitable purpose.
In accordance with s.426B of the Companies Act 2006,
a copy of this statement is available at https://portal.cscgfm.com/issuers/oban-cards-2021-1-plc
This report was approved by the board and signed on
its behalf by:
Dragos Savacenco, per pro CSC Directors (No.1)
Limited
Director
Date 17 May 2024
The Directors present their annual report together
with the audited financial statements of Oban Cards 2021-1 PLC
("the Company") for the financial year ended 31 December 2023.
Profits and dividends
Per the transaction agreements governing the Company
("the Transaction Documents"), the Company is required to recognise
£3,000 profit before tax per month up to September 2021 and £100
per month thereafter. During the financial year, the Company made a
profit after tax of £900 (2022: £972). The Directors have not
recommended the payment of a dividend for the financial year ended
31 December 2023 (2022: none).
Subsequent events
There have been no significant events affecting the
Company since the financial year end.
Directors and Company shareholdings
The Directors who served during the year and up to
the date of signing the financial statements were:
Lara Nasato (resigned 21 February 2024)
Catherine McGrath (appointed 21 February 2024) CSC
DIRECTORS (NO.1) LIMITED
CSC DIRECTORS (NO.2) LIMITED
CSC Corporate Services (UK) Limited was appointed
Company secretary on 21 July 2020 and Continued to act as secretary
for the financial year ending 31 December 2023.
The Directors and their immediate relatives and the
Company secretary did not hold an interest in any shares, share
options, deferred shares or loan stock of the Company as at 31
December 2023 or at any time during or since the financial year
end.
The Directors do not recommend payment of a
dividend.
Directors' interest in contracts
The Company has no employees. CSC Capital Markets UK
Limited provides corporate services to the Company at arm's length
commercial rates. CSC Capital Markets UK Limited received fees in
the amount of £28,475 (2022: £25,685) for corporate administrative
services which includes the provision of directorship services by
its employees. The Directors provided are not remunerated directly
by the Company for their services.
Going concern
The Directors, having a reasonable expectation that
the Company will continue in operational existence for a period of
not less than twelve months, have prepared the financial statements
on a going concern basis. Please see further details relating to
going concern at Note 2 b) to the financial statements.
Corporate governance
The Directors have been charged with governance in
accordance with the Transaction Documents describing the structure
and operation of the transaction. The governance structure of the
Company is such that the key policies have been predetermined at
the time of issuance of the Loan Notes and the operational roles
have been assigned to third parties with their roles strictly
governed by the transaction documents.
The transaction documents provide for procedures
that have been designed for safeguarding assets against
unauthorised use or disposition, for maintaining proper accounting
records and for the reliability and usefulness of financial
information used within the business or for publication. Such
procedures are designed to manage rather than eliminate the risk of
failure to achieve business objectives whilst enabling them to
comply with the regulatory obligations.
Share capital
The issued share capital consists of 1 Ordinary
Share of £1 fully paid and 49,999 £1 Ordinary Shares quarter
paid.
Charitable and political donations
During the year the Company made no political
donations and donated £NIL (2022: £NIL) to charities.
Third party indemneties
No qualifying third party indemnity provisions were
in force during the year under review or as at the date of approval
of the annual reports and financial statements.
Future outlook
Based upon the performance of the underlying
receivables and the various levels of support offered by the
structure of the instruments, the Directors remain confident that
the Deemed Loan to the Originator will be repaid in full and
therefore that the Company will be able to repay the Loan Notes in
issue in full, along with their interest, at maturity. The
Directors intention in the future is to continue issuing additional
Loan Notes and increasing its interest in the Deemed Loan to the
Originator when it is strategically optimal to do so.
The Directors do not expect there to be any change
in the Company's principal activity in the foreseeable future.
Financial risk management
The Company's activities are exposed to a variety of
financial risks. The Company is required to follow the requirements
of the Vanquis Banking Group PLC (the "Group") risk management
policies, which include specific guidelines on the management of
foreign exchange, interest rate and credit risks, and advice on the
use of financial instruments to manage them. The main financial
risks that the Company is exposed to are outlined in note 14.
Independent auditors
The auditors, Deloitte LLP, will be proposed for
reappointment in accordance with section 489 of the Companies Act
2006.
Disclosure of information to auditors
Each of the persons who are Directors at the time
when this Directors' Report is approved has confirmed that:
1.
so far as the Director is aware, there is no
relevant audit information of which the Company's auditors are
unaware, and
2.
the Director has taken all the steps that ought
to have been taken as a Director in order to be aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
This report was approved
by the Board and signed on behalf its behalf:
Dragos Savacenco, per pro CSC Directors (no.1)
Limited
Director
Date 17 May 2024
Statement of Directors responsibilities in respect
of the Strategic Report, the Directors' Report and the financial
statements
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 are required to prepare the Company financial statements
in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law),
including FRS 101 "Reduced Disclosure Framework". 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 year. In preparing these financial statements, the directors
are required to:
· select suitable accounting policies and then apply them
consistently;
· make
judgments 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.
Dragos Savacenco, per pro CSC Directors (no.1)
Limited
Director
Date 17 May 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OBAN
CARDS 2021- 1 PLC
Report on the audit of the
financial statements
1. Opinion
In our opinion the financial
statements of Oban Cards 2021-1 PLC (the 'company'):
·
give a true and fair view of the state of the
company's affairs as at 31 December 2023 and of its profit for the
year then ended;
·
have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, including
Financial Reporting Standard 101 "Reduced Disclosure Framework";
and
·
have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial
statements which comprise:
· the
statement of profit or loss and other comprehensive income;
· the
statement of financial position;
· the
statement of changes in equity; 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, including Financial Reporting
Standard 101 "Reduced Disclosure Framework" (United Kingdom
Generally Accepted Accounting Practice).
2. Basis for
opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor's responsibilities
for the audit of the financial statements section of our
report.
We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
Financial Reporting Council's (the 'FRC's') Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. We confirm that we have not provided any non-audit
services prohibited by the FRC's Ethical Standard to the
company.
We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit
matter
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The key audit matter that
we identified in the current year was:
· Interest income on the Deemed Loan to the
Originator
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Materiality
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The materiality that we
used in the current year was £2.24m which represents 1% of Deemed
Loan to the Originator.
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Scoping
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Our audit was scoped by obtaining an understanding
of the Company and its environment including internal control and
assessing the risks of material misstatement. Audit work to respond
to the risks of material misstatements was performed directly by
the audit engagement team.
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Significant changes in our approach
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There have been no
significant changes to our approach in comparison to the prior
year.
|
4. Conclusions relating to going concern
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going
concern basis of accounting included:
·
Inspecting the prospectus and other agreements between the company
and Vanquis Bank Limited ("Transaction Documents") to assess the
appropriateness of assumptions applied by management in arriving at
their conclusions on going concern; and
·
Evaluating the going concern disclosures included within the
financial statements.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability
to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for
issue.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit
matter
Key audit matters are those
matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the
current year and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest
effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement
team.
The matter was addressed in the
context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on the matter.
Interest income on the Deemed Loan to the Originator
Key audit
matter description
|
During the year the company held £233.35m (FY22:
£233.35m) Class A loan notes and £227.65m (FY22: £229.22m) Class D
loan notes ("the Loan Notes") to a related entity, Vanquis Limited
("Bank"), as disclosed in Note 11 and Note 8, respectively. As
disclosed in Note 8, the Loan Notes Class D was netted off against
securitised
|
|
credit card receivables to arrive at Deemed Loan to
the Originator balance of
£223.91m (FY22: £225.13m)
Subsequently, the company recognised interest income
due on the Deemed Loan to the Originator totalling £32.58m (FY22:
£25.64m) in the current financial year.
This is calculated by interest on Loan Notes Class D
being offset against interest on securitised credit card
receivables to arrive at interest receivable and similar income
balance which represent Interest income on the Deemed Loan to the
Originator.
The classification of the Deemed Loan to the
Originator and the related interest is governed by the Transaction
documents.
As the Deemed Loan to the Originator is measured at
amortised cost, its interest income is recognised on an effective
interest rate ('EIR') basis. In accordance with IFRS 39, management
is required to determine EIR based on the expectation of future
cash flow. Management use cash flows considering all contractual
terms of the Deemed Loan to the Originator as a proxy for EIR
interest income. Given the judgement
involved in
accounting for
EIR, we
determined it
to be
a key
audit matter.
Further detail in respect of Loan Notes held and the
accounting policies is set out in Page 2 of the Strategic report,
in note 4 and note 8 of the financial statements.
|
How the scope of our audit
responded to the key audit matter
|
Our procedures included:
·
Obtaining an understanding of the relevant controls over the
valuation of interest income on the Deemed Loan to the
Originator;
·
Assessing the Transaction Documents governing the company to
understand the composition of Deemed Loan to the Originator and the
respective interest income;
·
Evaluating management's analysis over cash received on the Deemed
Loan to the Originator to assess whether it is a reasonable proxy
for EIR interest income; and
·
Recalculating interest income and tracing the amounts to third
party evidence.
|
Key
observations
|
Based on our substantive
testing, the interest income on the Deemed Loan to the Originator
is appropriate.
|
6. Our application of materiality
6.1. Materiality
We define materiality as the
magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable
person would be changed or influenced. We use materiality both in
planning the scope of our audit work and in evaluating the results
of our work.
Based on our professional
judgement, we determined materiality for the financial statements
as a whole as follows:
Materiality
|
£2.24m (FY22: £2.25m)
|
Basis
for
determining materiality
|
1.0% of Deemed Loan to the
Originator (FY22: 1.0% of Deemed Loan to the Originator)
|
Rationale for the
benchmark applied
|
This balance represents the receivables transferred
as part of the master trust arrangement and as such this is the
balance that the users of the financial statements are most
concerned with.
|
6.2. Performance
materiality
We set performance materiality at
a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the
materiality for the financial statements as a whole. Performance
materiality was set at 70% of materiality for the 2023 audit (2022:
70%). In determining performance materiality, we considered the
following factors:
· Our
understanding of the business;
· the
quality of the control environment and whether we were able to rely
on controls; and
· the low
number of corrected and uncorrected misstatements identified in the
prior period.
6.3. Error reporting
threshold
We agreed with those charged with
governance that we would report all audit differences in excess of
£0.11m (FY22: £0.11m), as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds. We
also report to those charged with governance on disclosure matters
that we identified when assessing the overall presentation of the
financial statements.
7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining
an understanding of the Company and its environment, including
internal control, and assessing the risks of material misstatement.
Audit work to respond to the risks of material misstatement was
performed directly by the audit engagement team.
7.2. Our
consideration of the control environment
We identified the financial
reporting systems to be the most relevant to the audit. We have
obtained an understanding of the financial reporting process and of
the related relevant controls. Due to the size and nature of the
business, we have not placed reliance on controls and taken a fully
substantive approach.
8. Other
information
The other information comprises
the information included in the annual report, other than the
financial statements and our auditor's report thereon. The
directors are responsible for the other information contained
within the annual report.
Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that
fact.
We have nothing to report in this
regard.
9.
Responsibilities of directors
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, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial
statements, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
10. Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
A further description of our
responsibilities for the audit of the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's
report.
11. Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below.
11.1.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks
of material misstatement in respect of irregularities, including
fraud and non- compliance with laws and regulations, we considered
the following:
· the
nature of the industry and sector, control environment and business
performance including the design of the company's remuneration
policies, key drivers for directors' remuneration, bonus levels and
performance targets;
· results
of our enquiries of management and the directors and those charged
with governance about their own identification and assessment of
the risks of irregularities, including those that are specific to
the company's sector;
· any
matters we identified having obtained and reviewed the company's
documentation of their policies and procedures relating to:
o identifying,
evaluating and complying with laws and regulations and whether they
were aware of any instances of non-compliance;
o detecting and
responding to the risks of fraud and whether they have knowledge of
any actual, suspected or alleged fraud;
o the internal
controls established to mitigate risks of fraud or non-compliance
with laws and regulations;
· the
matters discussed among the audit engagement team regarding how and
where fraud might occur in the financial statements and any
potential indicators of fraud.
As a result of these procedures,
we considered the opportunities and incentives that may exist
within the organisation for fraud. In common with all audits under
ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding
of the legal and regulatory frameworks that the Company operates
in, focusing on provisions of those laws and regulations that had a
direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies
Act 2006 and tax legislation.
In addition, we considered
provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which may be
fundamental to the Company's ability to operate or to avoid a
material penalty. These included the Bank's compliance with the
Prudential Regulation Authority (PRA) Rulebook and the Financial
Conduct Authority (FCA) Handbook.
11.2.
Audit response to risks identified
As a result of performing the
above, we did not identify any key audit matters related to the
potential risk of fraud or non-compliance with laws and
regulations.
Our procedures to respond to risks
identified included the following:
• reviewing the
financial statement disclosures and testing to supporting
documentation to assess compliance with provisions of relevant laws
and regulations described as having a direct effect on the
financial statements;
• enquiring of
management and the Directors concerning actual and potential
litigation and claims;
• performing
analytical procedures to identify any unusual or unexpected
relationships that may indicate risks of material misstatement due
to fraud;
• reading
minutes of meetings of those charged with governance; and
• in addressing
the risk of fraud through management override of controls, testing
the appropriateness of journal entries and other adjustments;
assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant
identified laws and regulations and potential fraud risks to all
engagement team members, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the
audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work
undertaken in the course of the audit:
· the
information given in the strategic report and the directors' report
for the financial year for which the financial statements are
prepared is consistent with the financial statements;
and
· the
strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and
understanding of the company and its environment obtained in the
course of the audit, we have not identified any material
misstatements in the strategic report or the directors'
report.
13. Matters on which we are required to report by exception
13.1.
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we
are required to report to you if, in our opinion:
· we have
not received all the information and explanations we require for
our audit; or
·
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.
We have nothing to report in
respect of these matters.
13.2.
Directors' remuneration
Under the Companies Act 2006 we
are also required to report if in our opinion certain disclosures
of directors' remuneration have not been made.
We have nothing to report in
respect of this matter
14. Other matters which we are required to address
14.1.
Auditor tenure
Following the recommendation of
those charged with governance, we were appointed by the Directors
of the Company on 28 March 2022 to audit the financial statements
for the period ending 31 December 2021 and subsequent financial
periods. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 3 years,
covering the years ending 31 December 2021 to 31 December
2023.
14.2.
Consistency of the audit report with the additional report to those
charged with governance
Our audit opinion is consistent
with the additional report to those charged with governance we are
required to provide in accordance with ISAs (UK).
15. Use of our report
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.
Kieren Cooper (Senior statutory
auditor) For and on behalf of Deloitte LLP Statutory
Auditor
Birmingham, United Kingdom 17 May
2024
Company Registration number: 12757121
Statement of Profit or Loss and Other Comprehensive Income
for the financial year ended 31 December 2023
|
|
Financial
year ended
|
|
Financial
year ended
|
|
Notes
|
31-Dec-23
|
|
31-Dec-22
|
|
|
£
|
|
£
|
Interest
receivable and similar income
|
4
|
33,518,029
|
|
25,771,618
|
Interest
payable and similar expenses
|
5
|
(14,278,076)
|
|
(6,754,415)
|
|
|
19,239,953
|
|
19,017,203
|
Other
operating expenses
|
6
|
(19,238,753)
|
|
(19,016,003)
|
Profit on ordinary
activities before taxation
|
|
1,200
|
|
1,200
|
Tax on
profit
|
7
|
(300)
|
|
(228)
|
Profit for the financial
year
|
|
900
|
|
972
|
Other
comprehensive income
|
|
-
|
|
-
|
Total comprehensive
income
|
|
900
|
|
972
|
The accompanying notes on pages 17 to 29 form an
integral part of these financial statements.
Statement of Financial Position as at 31 December
2023
|
Notes
|
31-Dec-23
|
|
31-Dec-22
|
|
|
|
|
£
|
Assets
|
|
|
|
|
Deemed
Loan to the Originator
|
8
|
223,914,867
|
|
225,134,268
|
Other
receivables
|
9
|
11,102,434
|
|
9,665,539
|
Total assets
|
|
235,017,301
|
|
234,799,807
|
Liabilities
|
|
|
|
|
Accruals,
deferred income and other liabilities
|
10
|
1,639,675
|
|
1,423,081
|
Loan
Notes
|
11
|
233,346,000
|
|
233,346,000
|
Total liabilities
|
|
234,985,675
|
|
234,769,081
|
Equity
|
|
|
|
|
Share
capital
|
12
|
12,501
|
|
12,501
|
Retained
earnings
|
|
19,125
|
|
18,225
|
Total equity
|
|
31,626
|
|
30,726
|
Total equity and
liabilities
|
|
235,017,301
|
|
234,799,807
|
The accompanying notes on pages 17 to 29 form an
integral part of these financial statements.
The financial statements
of the Company were authorised and approved by the Board of
Directors on 15thMay 2024 and signed on
its behalf by:
Dragos Savacenco, per pro CSC Directors (no.1)
Limited
Director
Date 17 May 2024
Statement of Changes in Equity
for the financial year ended 31 December 2023
|
Called-up
|
Retained
|
Total
|
|
share capital
|
earnings
|
|
|
£
|
£
|
£
|
Balance
as at 1 January 2023
|
12,501
|
18,225
|
30,726
|
Total
profit and comprehensive income for
the
year
|
-
|
900
|
900
|
Balance
as at 31 December 2023
|
12,501
|
19,125
|
31,626
|
|
Note
|
Called-up
|
Retained
|
Total
|
|
|
share capital
|
earnings
|
|
|
|
£
|
£
|
£
|
Balance
as at 1 January 2022
|
|
12,501
|
17,253
|
29,754
|
Issued
share capital
|
12
|
-
|
-
|
-
|
Total
profit and comprehensive income for the year
|
|
-
|
972
|
972
|
Balance
as at 31 December 2022
|
|
12,501
|
18,225
|
30,726
|
The accompanying notes on pages 17 to 29 form an
integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General
Information
The Company was incorporated on 21 July 2020 in the
United Kingdom and registered in England
and Wales under the Companies Act 2006 as a public
limited Company. The address of its registered office is
10thFloor, 5 Churchill Place, London, E14
5HU, United Kingdom.
The following principal accounting policies have
been applied:
2.
Accounting policies
a) Preparation and presentation
of financial statements
These financial statements are prepared:
· on a
going concern basis;
· under FRS 101 in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards
and applicable law), including FRS 101 "Reduced Disclosure
Framework"; and
· on
the historical cost basis.
The Company meets the definition of a qualifying
entity under Financial Reporting Standard 100 Application of
Financial Reporting Requirements issued by the Financial Reporting
Council. The Company's financial results are consolidated into the
results of Vanquis Banking Group PLC and are eligible to prepare
the financial statements under Financial Reporting Standard
101.
The Company is incorporated and registered in
England and Wales as a public Company (Registration number -
12757121).
The financial statements are presented:
· in
accordance with the Companies Act 2006;
· in
GBP (£) which is the functional currency of the Company;
and
· with
the benefit of the disclosure exemptions permitted by FRS 101 with
regard to:
i. a cash flow statement;
ii.
related party transactions;
iii.
paragraph 40A of IAS 1 'Presentation of Financial
Statements';
iv.
standards not yet effective.
Where required, equivalent disclosures are given in
the financial statements of Vanquis Banking Group PLC. These
financial statements are available to the public.
Adoption of new and revised accounting standards
The changes to IFRS that were effective from 1
January 2023 have had no material effect on the Company's financial
statements for the financial year ended 31 December 2023.
2. Accounting policies
(Continued)
b) Going concern
During the year the Company made a profit of £900
(2022: £972) as shown in the Statement of Profit or Loss and Other
Comprehensive Income. The obligations of the Company to pay amounts
due on the Loan Notes are limited to the application of receipts
from the Deemed Loan to the Originator under the terms of the
priority of payments as set out in the terms and conditions of the
Loan Notes. If on full realisation of the security, insufficient
funds exist to settle the liabilities owed to the Noteholders,
there will be no further recourse to the Company (even in the event
of default).
The Directors, having a reasonable expectation that
the Company will continue in operational existence for a period of
not less than twelve months, have prepared the financial statements
on a going concern basis. The Loan Notes are of limited recourse in
nature, so repayments are only made to the extent of funds received
from the Deemed Loan to the Originator.
The Directors do not believe, given the current
operational level and liquidity resources, cash outflows over the
coming 12 months and the limited recourse nature of the Loan Notes,
that a material uncertainty exists that would cast a significant
doubt over the Company's ability to continue as a going concern in
the next 12 months after the date of signing the financial
statements.
It is the intention of the Directors for the Company
to continue operations until such a time as the amounts due from
the receivables have been fully realised. Ultimately, due to the
limited recourse nature of the Loan Notes, any shortfall in the
proceeds of the receivables will be a risk to the holders of these
Loan Notes.
Therefore, the Directors consider that the Company
is able to meet its liabilities as they fall due, and accordingly,
the financial statements have been prepared on a going concern
basis.
c)
Interest income and expense
Interest income and expense are recognised within
'interest receivable and similar income' and 'interest payable and
similar charges' in the Statement of Profit or Loss and Other
Comprehensive Income. Accrued interest income and accrued interest
expense are recognised in other receivables and current liabilities
on the Statement of Financial Position. All income and expenses are
accounted for on an accruals basis.
The Company accounts for interest income and
interest expense on an effective interest rate basis. The effective
interest method is a method of calculating the amortised cost of a
financial asset or liability and of allocating the interest income
or interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future
cash payments or receipts through the expected life of the
financial instrument or, when appropriate, a shorter period to the
net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Company estimates
cash flows considering all contractual terms of the financial
instrument but does not consider future credit losses.
d) Taxation
For UK corporation tax purposes, the Company has
been considered as a securitisation Company under the 'Taxation of
Securitisation Companies Regulations 2006' (SI 2006/3296).
Therefore, the Company is not required to pay corporation tax on
its accounting profit or loss. Instead, the Company is required to
pay tax on its retained profit, which was £1,200 (2022: £1,200) for
the financial year ending 31 December 2023, as specified in the
documentation governing the securitisation transaction into which
the Company has entered.
2. Accounting policies
(Continued)
d) Taxation (Continued)
Income tax expense or income, comprising current tax
and deferred tax, is recorded in the Statement of Profit or Loss
and Other Comprehensive Income account except income tax on items
recognised outside profit or loss which is credited or charged to
other comprehensive income or to equity as appropriate.
Current tax is income tax payable or recoverable in
respect of the taxable profit or loss for the financial year
arising in income or in equity. Provision is made for current tax
at rates enacted or substantively enacted at the Statement of
Financial Position date.
Deferred tax is the tax expected to be payable or
recoverable in respect of temporary differences between the
carrying amount of an asset or liability for accounting purposes
and its carrying amount for tax purposes. Deferred tax liabilities
are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that they will be recovered. Deferred tax is not
recognised on temporary differences that arise from initial
recognition of an asset or liability in a transaction (other than a
business combination) that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred tax is
calculated using tax rates expected to apply in the periods when
the assets will be realised or the liabilities settled, based on
tax rates and laws enacted, or substantively enacted, at the
Statement of Financial Position date.
e) Cash and cash
equivalents
Cash and cash equivalents comprise cash and demand
deposits with banks together with short-term highly liquid
investments that are readily convertible to known amounts of cash
and subject to insignificant risk of change in value.
f) Financial
assets and liabilities
The Company applies IFRS 9 Financial Instruments to
the recognition, classification and measurement, and derecognition
of financial assets and financial liabilities and the impairment of
financial assets.
Recognition
Financial assets are recognised on the balance sheet
when, and only when, the Company becomes a party to the contractual
provision of the instrument. Where a transfer of a financial asset
under IFRS 9 does not qualify for de-recognition, the transferee
does not recognise the transferred asset as its asset. The
transferee derecognises the cash or other consideration paid and
recognises a receivable from the transferor. In relation to the
Receivables transferred to the Company, de-recognition is
considered to be inappropriate for the Originator's own financial
statements as the Originator has retained the significant risks of
the Receivables portfolio. The Loan Notes are classified as other
financial liabilities and are initially recognised at fair value at
the date of issuance of the liability, and are subsequently
measured at amortised cost using the effective interest rate
method.
Derecognition
Financial assets and liabilities are de-recognised
when the rights to receive cash flows from them has expired or
where the Company has transferred substantially all the risks and
rewards of ownership.
Classification and measurement
Financial assets are classified on the basis of two
criteria:
I)
the business model within which financial assets
are managed; and
II)
their contractual cash flow characteristics
(whether the cash flows represent 'solely payments of principal and
interest' (SPPI).
The Company assesses the business model criteria at
a portfolio level. Information that is·considered in determining
the applicable business model includes (i) policies and objectives
for the relevant portfolio, (ii) how the performance and risks of
the portfolio are managed, evaluated and reported to management,
and (iii) the frequency, volume and timing of sales in prior
periods, sales expectation for future periods, and the reasons for
such sales.
2. Accounting policies
(Continued)
f) Financial assets and liabilities (Continued)
Classification and measurement (Continued)
The contractual cash flow characteristics of
financial assets are assessed with reference to whether the cash
flows represent SPPI. In assessing whether contractual cash flows
are SPPI compliant, interest is defined as consideration primarily
for the time value of money and the credit risk of the principal
outstanding. The time value of money is defined as the element of
interest that provides consideration only for the passage of time
and not consideration for other risks or costs associated with
holding the· financial asset. Terms that could change the
contractual cash flows so that it would not meet the condition for
SPPI are considered, including: (i) contingent and leverage
features and (ii) features that could modify the time value of
money.
Financial assets will be measured at amortised cost
if they are held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows, and
their contractual cash flows represent solely payments of principal
and interest. The carrying value of these financial assets at
initial recognition includes any directly attributable transaction
costs.
Financial assets will be measured at fair value
through other comprehensive income if they are held within a
business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets; and their
contractual cash flows represent solely payments of principal and
interest.
The Deemed Loan to the Originator, trade and other
receivables and cash and cash equivalents are held at amortised
cost. That is, the initial fair value is adjusted for repayments
and the amortisation of coupon, fees and expenses to represent the
effective interest rate of the asset or liability.
In determining whether the business model is a 'hold
to collect' model, the objective of the business model must be to
hold the financial asset to collect contractual cash flows rather
than holding the financial asset for trading or short-term profit
taking purposes. While the objective of the business model must be
to hold the financial asset to collect contractual cash flows, this
does not mean the Company is required to hold the financial assets
until maturity. When determining if the business model objective is
to collect contractual cash flows, the Company will consider past
sales and expectations about future sales.
Deemed Loan to the Originator
The Deemed Loan to the Originator is initially
recognised at fair value and subsequently carried at amortised
cost. The amortised cost of a financial asset is the amount at
which the financial asset is measured at initial recognition, minus
principal repayments, plus or minus the cumulative amortisation
using the effective interest rate method of any difference between
the initial amount recognised and the maturity amount, minus any
reduction for impairment.
Impairment of financial assets - Deemed Loan to the
Originator
The Company's Deemed Loan to the Originator as
defined above, was subject to IFRS 9's expected credit loss model.
The Company recognises expected credit loss impairment on the
Deemed Loan to the Originator at amortised cost when it is
estimated that it will not be in a position to receive all payments
due. At each reporting date, an impairment loss equal to 12-month
expected credit losses (allocated to stage 1) is recognised for all
financial assets for which there is no significant increase in
credit risk since initial recognition. For financial assets for
which there is a significant increase in credit risk since their
initial recognition (allocated to Stage 2), and those that are
credit impaired (allocated to stage 3), an impairment loss equal to
lifetime expected credit losses will be recognised.
2.
Accounting policies (Continued)
f)
Financial assets
and liabilities (Continued)
Impairment of financial assets - Deemed Loan to the
Originator (Continued)
The recoverability of the Deemed Loan to the
Originator is dependent on the collections from the underlying
Receivables and the credit enhancement available in the structure.
If there is no enhanced credit available within the entity (Class D
Notes payable to the Originator), this would result in the Deemed
Loan to the Originator to be classified as Stage 2. The key
assumptions for recoverability relate
to estimates of the probability of any account going
into default and cash flows from borrowers' accounts and their
timing. These key assumptions are based on observed data from
historical patterns which is updated regularly and reviewed by
management as new data becomes available.
IFRS 9 does not include a definition of what
constitutes a significant increase in credit risk ("SICR"). An
assessment of whether credit risk has increased significantly since
the initial recognition of the Deemed Loan to the Originator is
performed at each reporting period by considering primarily the
change in the risk of default occurring over the remaining life of
the Deemed Loan to the Originator.
The Company assess whether a SICR has occurred since
the initial recognition based on qualitative and quantitative,
reasonable and supportable forward-looking information that
includes a degree of management judgement.
g) Loan Notes held
at amortised cost
The notes were initially recognised at the fair
value of the issue proceeds incurred and are subsequently stated at
amortised cost using the effective interest method. In the event
that impairment losses exceed the credit enhancement provided by
the Originator, some loss may be borne by the Noteholders.
h) Accruals and deferred
income
Accruals and deferred income are not interest
bearing and are stated at their nominal value.
i) Segmental
analysis
The main asset of the Company is the Deemed Loan to
the Originator, collateralised by the credit card Receivables
originated in the UK.
3.
Critical accounting estimates and areas of judgement
The preparation of the financial statements requires
management to make judgements, estimates and assumptions that may
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical and various
other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on
an ongoing basis. Revision to accounting estimates are recognised
in the year in which the estimate is revised if the revision
affects only that year or in the year of the revision and future
years if the revision affects both current and future years.
The judgments and estimates involved in the
Company's accounting policies that are considered by the Directors
to be the most important to the portrayal of the Company's
financial condition and that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed on the
below:
Judgements - Deemed Loan to the Originator
The decision to recognise the Deemed Loan in respect
of the Receivables is considered as a significant judgement.
Details have been described above in accounting policies section
'Deemed Loan to the Originator'.
3.
Critical accounting estimates and areas of judgement (Continued)
Estimates - Impairment of the Deemed Loan
The impairment of the Deemed Loan depends on the
recoverability of the underlying Receivables
and credit enhancement available within the Company.
The recoverability of the Receivables is dependent on the
collections from the borrowers. The key assumptions for
recoverability relate to estimates of the probability of any
account going into default, cash flows from borrowers' accounts and
their timing. The Directors are confident that sufficient means of
credit enhancement are available in the Company to protect against
any significant downturn in the market. The impairment provision on
the Receivables would have to increase to £227,649,498 (2022:
£229,216,844) before the Receivables become impaired. Please refer
to note 8 for the carrying amount of the Deemed Loan.
4.
Interest receivable and similar income
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Interest
income from Deemed Loan to the Originator
|
32,583,610
|
25,638,489
|
Other
income
|
934,419
|
133,129*
|
|
33,518,029
|
25,771,618
|
Interest income from Deemed Loan to the Originator
represents finance charges earned on the Receivables underpinning
the Deemed Loan. The Note Class D interest expense is netted
against interest receivable and similar income due on the Company's
recognition of a Deemed Loan from the Originator. Other income is
generate by cash held in the bank account.
*Interest receivables and similar
income was re-presented in the comparative year to align with
current year showing the split between interest income from deemed
loan and other income.
5.
Interest payable and similar charges
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Note
Class A interest expense
|
(14,278,076)
|
(6,754,415)
|
|
(14,278,076)
|
(6,754,415)
|
6. Other operating expenses
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Servicer
fees
|
(19,102,626)
|
(18,903,064)
|
Other
expenses
|
(136,127)
|
(112,939)
|
|
(19,238,753)
|
(19,016,003)
|
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Fees
payable to the Company's auditor for the audit of the Company's
annual accounts (excluding expenses and excluding VAT)
|
(22,550)
|
(16,250)
|
The Company has no employees. The Directors received
no remuneration from the Company in respect of qualifying services
rendered during the financial year. CSC Capital Markets UK Limited
as corporate service provider received fees of £28,475 (2022:
£25,685) during the financial year in respect of the provision of a
suite of corporate services, including the provision of Directors.
No additional payment or specific payment was due in respect of
Director services.
7. Tax on
profit
The tax assessed for the financial year is the same
as the standard rate of corporation tax in the UK of 25% as set out
below:
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Profit
before taxation
|
1,200
|
1,200
|
Current
tax charge at 25% (2022:19%)
|
(300)
|
(228)
|
Total tax
charge for the year
|
300
|
228
|
For UK Corporation tax purposes, the Company has
been considered as a Securitisation Company under the Taxation of
Securitisation Companies Regulations 2006 (SI 2006/3296).
Therefore, the Company is not required to pay corporation tax on
its accounting profit nor recover tax on its loss. Instead, the
Company is required to pay tax on its cash retained profits of
£1,200 (2022: £1,200), as specified in the documentation the
securitisation transaction.
8. Deemed
Loan to the Originator
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Deemed
Loan to the Originator
|
223,914,867
|
225,134,268
|
|
223,914,867
|
225,134,268
|
Deemed Loan to the Originator relates to the
Company's interest in the Receivables. As part of the
securitisation structure, Vanquis transferred a beneficial interest
in present and future credit card receivables originated by Vanquis
on designated consumer credit card accounts to Oban Cards
Receivables Trustee, who hold the receivables in Trust for the
Company.
The Loan Notes Class D were funded by the Originator
and are subordinated to the Class A Notes in the structure. As the
Deemed Loan and Loan Notes Class D have the same counterparty the
net position is shown on the Statement of Financial Position. The
Loan Notes Class D amounted to £227,649,498 (2022:
£229,216,844).
The Deemed Loan is classifed as Non-Current.
9. Other
receivables
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Other
debtors
|
1,080,049
|
145,630
|
Cash held
by Oban Cards Receivables Trustee
|
10,022,385
|
9,519,909
|
|
11,102,434
|
9,665,539
|
10. Accruals, deferred income
and other current liabilities
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Servicing
fee accrual
|
(822,448)
|
(829,306)
|
Other
creditors
|
(126,775)
|
(79,046)
|
Corporation tax accrual
|
(300)
|
(228)
|
Interest
due on Class A notes
|
(690,152)
|
(514,500)
|
|
(1,639,675)
|
(1,423,081)
|
The above are all considered current as they are
payable within one year of the reporting period date.
11. Loan Notes
Loan Note
|
ISIN
|
Interest rate
|
Opening
|
Repayments
|
Closing
|
|
|
|
Balance
|
|
Balance
|
|
|
|
£
|
£
|
£
|
Class A
Notes
|
XS2274099832
|
Compounded daily SONIA plus
1.55%
|
233,346,000
|
-
|
233,346,000
|
|
|
|
233,346,000
|
-
|
233,346,000
|
The Loan Notes are listed on the main market of the
London Stock Exchange and have a maturity date of 15 January 2026.
The Class A Loan Notes are considered non-current as their
scheduled redemption date is 15 January 2026.
12. Share capital
presented as equity
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-23
|
31-Dec-22
|
|
£
|
£
|
Authorised, allotted and
issued
|
|
|
1
ordinary share issued
|
1
|
1
|
Ordinary
shares of £1 each: 49,999 - quarter paid
|
12,500
|
12,500
|
|
12,501
|
12,501
|
Oban Cards 2021-1 Holdings Limited is the sole
member of the Company. All shares were issued at par; one share was
issued on incorporation and 49,999 partly paid shares were issued
on 27 October 2020.
13. Related
parties
The Company has no employees. CSC Capital Markets UK
Limited entered into an agreement with the Company to certain
corporate administrative services, bookkeeping and accounting
services to the Company. CSC Corporate Services (UK) Limited acted
as Company Secretary and so had an interest in this fee. During the
financial year ended 31 December 2023, the Company paid £28,475
(2022:
£25,685) to CSC Capital Markets UK Limited for the
provision of services. The Company paid CSC fees of Oban Cards
Receivables Trustee Limited amounting to £19,384 and Oban Cards
2021-1 Holdings Limited fees of £5,022.
The terms of the corporate services agreement in
place between the Company and CSC provide for a single fee for the
provision of corporate administration services (including the
making available of individuals to act as Directors of the
Company). As a result, the allocation of fees between the different
services provided is a subjective and approximate calculation. The
Directors estimate that approximately less than 10% of the fees
relate to provision of Directors to the board of the Company.
Auditor's fees of £37,500 (2022: £37,500), net of
VAT, will be paid to the Company's external auditors. Of this fee,
£7,500 (2022: £7,500), net of VAT, is related to the audit fee of
Oban Cards 2021-1 Holdings Limited and a further £7,500 (2022:
£7,500), net of VAT, is related to the audit fee of the Receivables
Trustee.
14. Financial risk
management
The Company's Directors follow the risk management
policies of Vanquis Banking Group PLC because the Company is
ultimately controlled, under IFRS, by Vanquis Banking Group PLC and
is consolidated into the financial statements of Vanquis Banking
Group PLC as they consider these policies to be the most
appropriate ones for the Company. These policies include specific
guidelines on the management of interest rate and credit risks and
advice on the use of financial instruments to manage them. The
Board of Directors monitors the Company's financial risks and has
responsibility for ensuring effective risk management and
control.
The Company's activities expose it to a variety of
financial risks, which can be categorised as credit risk, liquidity
risk, interest rate risk, foreign exchange rate risk and market
risk. The objective of the Company's risk management framework is
to identify and assess the risks facing the Company and to minimise
the potential adverse effects of these risks on the Company's
financial performance. Financial risk management is overseen by the
Group Risk Committee.
The Company's financial instruments comprise of
loans and advances at amortised cost (Deemed Loan to the
Originator), borrowings (Loan Notes), cash and trade payables that
arise directly from its operations. It is, and has been throughout
the year, the Company's policy that no trading in financial
instruments shall be undertaken. The main risks arising from the
Company's financial instruments are interest rate risk and credit
risk. The Board reviews and agrees policies for managing these
risks as summarised below.
14. Financial risk management (Continued)
Credit risk
Credit risk is the risk that the Group will suffer
loss in the event of a default by a customer or bank counterparty.
A default occurs when the customer or bank fails to honour
repayments as they fall due.
The Group Risk Committee is responsible for setting
the credit policy. The Chief Risk Officer (the "CRO") is
responsible for ensuring that the approach to lending is within
sound risk and financial parameters and that key metrics are
reviewed to ensure compliance with policy. The CRO discharges and
informs this decision making through the Credit Committee. The
Credit Committee meets quarterly, or more frequently if
required.
A customer's risk profile and credit line are
evaluated at the point of application and at various times during
the agreement. Internally generated scorecards based on historical
payment patterns of customers are used to assess the applicant's
potential default risk and their ability to manage a specific
credit line. For new customers, the scorecards incorporate data
from the applicant, such as income/expenditure and employment, and
data from external credit bureau.
Initial credit limits are low, typically as low as
£250. For existing customers, the scorecards also incorporate data
on actual payment performance and product utilisation and take data
from an external credit bureau each month to refresh customers'
payment performance position with other lenders. Credit lines can
go up as well as down according to this point in time risk
assessment.
Arrears management is a combination of central
letters, inbound and outbound telephony, SMS, email and outsourced
debt collection agency activities. Contact is made with the
customer to discuss the reasons for non-payment and specific
strategies are employed to support the customer in returning to a
good standing or appropriate forbearance arrangements are put in
place.
Maximum exposure to credit risk
The Company's maximum exposure to credit risk is
reflected by the amounts disclosed in the statement of financial
position. The follow table shows the maximum exposure to credit
risk at 31 December 2023:
|
Financial year
|
Financial year
|
|
ended
|
ended
|
|
31-Dec-2023
|
31-Dec-2022
|
|
£
|
£
|
Deemed
Loan to the Originator
|
223,914,867
|
225,134,268
|
Total maximum exposure
|
223,914,867
|
225,134,268
|
The Company's Deemed Loan to the Originator
represents a beneficial interest in a portfolio of underlying
credit card receivables. The Deemed Loan to the Originator entitles
the Company to payments of interest and principal from collections
on the underlying receivables. Therefore, the Company's credit risk
is that the cash generated by the Deemed Loan to the Originator and
credit enhancement (the buffer of excess credit card receivables
assigned to the Receivables Trustee) will not be sufficient for the
Company to be able to meet its debts as they fall due. Vanquis have
been appointed as Servicer to the Receivables. They manage credit
risk by assessing a borrowers' ability to repay the receivables and
the borrower's risk profile. Additionally, credit risk is monitored
and managed on a regular basis through preparation and review of
monthly reports.
14. Financial risk management (Continued)
Financial assets subject to credit risk
For the purposes of the Company's disclosures
regarding credit quality, financial assets subject to credit risk
relate to the Deemed Loan to the Originator, which in turn is
dependent on underlying credit card receivables to the interest and
cash at bank. Collections received on the revolving credit card
receivables are used to settle principal and interest due on the
Deemed Loan to the Originator.
For the purposes of the Company's disclosures
regarding credit quality, financial assets against which the
Company is subject to credit risk have been analysed as
follows:
As at 31 December
2023
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
Gross
Exposure
|
£
|
£
|
£
|
£
|
Deemed
Loan to the Originator
|
223,914,867
|
-
|
-
|
224,512,609
|
|
223,914,867
|
-
|
-
|
224,512,609
|
As at 31 December
2022
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
Gross
Exposure
|
£
|
£
|
£
|
£
|
Deemed
Loan to the Originator
|
225,134,268
|
-
|
-
|
225,134,268
|
|
225,134,268
|
-
|
-
|
225,134,268
|
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£
|
£
|
£
|
£
|
Deemed Loan to the
Originator as at 1 January 2023
|
225,134,268
|
-
|
-
|
225,134,268
|
Collections due
|
(11,309,126)
|
-
|
-
|
(11,309,126)
|
Loan Note
Class D
|
1,567,346
|
-
|
-
|
1,567,346
|
Accrued
interest income
|
8,522,379
|
-
|
-
|
8,522,379
|
Deemed Loan to the
Originator as at 31 December 2023
|
223,914,867
|
-
|
-
|
223,914,867
|
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£
|
£
|
£
|
£
|
Deemed Loan to the
Originator as at 1 January 2022
|
226,544,230
|
-
|
-
|
226,544,230
|
Collections due
|
(13,227,058)
|
-
|
-
|
(13,227,058)
|
Loan Note
Class D
|
1,046,075
|
-
|
-
|
1,046,075
|
Accrued
interest income
|
10,771,022
|
-
|
-
|
10,771,022
|
Deemed Loan to the
Originator as at 31 December 2022
|
225,134,268
|
-
|
-
|
225,134,268
|
14.Financial risk management
(Continued)
Market risk
Market risk is the risk of loss due to adverse
market movements caused by active trading positions taken in
interest rates, foreign exchange markets, bonds and equities.
The Company's corporate policies do not permit it to
undertake position taking or trading books of this type and
therefore it does not do so.
Interest rate risk
Interest rate risk is the risk of potential loss
through unhedged or mismatched asset and liability positions, which
are sensitive to changes in interest rates. Primarily, the Group is
at risk of a change in external interest rates which leads to an
increase in the Group's cost of borrowing.
The Group's exposure to movements in interest rates
is managed by the Assets and Liabilities Committee and is governed
by a Board-approved Interest Rate Hedging Policy which forms part
of the Group's treasury policies.
The Group seeks to limit the net exposure to changes
in interest rates. This is achieved through a combination of
issuing fixed-rate debt and by the use of derivative financial
instruments.
The Company has mitigated its interest rate risk as
interest due on the Loan Notes is only due to the extent funds are
received from the Deemed Loan to the Originator. Therefore,
interest rate risk is minimal. Due to the nature of the Company,
any fluctuations in the inputs would be reflected equally on both
the asset and liability side and therefore would have no effect on
the total profit of the Company.
Liquidity risk
Liquidity risk is the risk that the Company will
have insufficient liquid resources available to fulfil its
operational plans and/or to meet its financial obligations as they
fall due.
The table below analyses the Company's financial
liabilities into relevant maturity groupings based on the remaining
years and current interest rates at the Statement of Financial
Position date to the contractual maturity date. The amounts in the
table are the contractual undiscounted cash flows.
14. Financial risk
management (Continued)
2023
|
0 month to
3 months
|
3 months to
1 year
|
1 year
to 2 years
|
2 years
to 5 years
|
Over
5
years
|
Total
|
Loan Notes
|
(4,627,866)
|
(11,813,141)
|
(15,750,855)
|
(264,847,710)
|
-
|
(297,039,572)
|
Accrued
Expenses
|
(860,248)
|
-
|
-
|
-
|
-
|
(860,248)
|
|
(5,488,114)
|
(11,813,141)
|
(15,750,855)
|
(264,847,710)
|
-
|
(297,899,820)
|
2022
|
0 month
to
|
3 months
to
|
1 year
|
2 years
|
Over
|
Total
|
|
3 months
|
1 year
|
to 2 years
|
to 5 years
|
5 years
|
|
Loan Notes
|
(3,355,488)
|
(8,522,963)
|
(11,363,950)
|
(256,073,900)
|
-
|
(279,316,301)
|
Accrued
Expenses
|
(908,580)
|
-
|
-
|
-
|
-
|
(908,580)
|
|
(4,264,068)
|
(8,522,963)
|
(11,363,950)
|
(256,073,900)
|
-
|
(280,224,881)
|
All payments made by the Company are made in strict
order using a payment waterfall set out in the transaction
documents and the funding raised by the Company is limited recourse
in nature which means that it is only obliged to pay amounts
falling due to the extent that it has received income from the
Deemed Loan to the Originator.
Foreign exchange rate risk
Foreign exchange rate risk is the risk of a change
in foreign currency exchange rates leading to a reduction in
profits or equity.
All of the Company's assets and liabilities are
denominated in GBP ("£"), and therefore currently there is no
foreign currency risk.
15. Capital
management
The Company considers its capital to comprise its
ordinary share capital and its profits. The Company is not subject
to any external capital requirements except for the minimum
requirement under the Companies Act 2006. The Company has not
breached the minimum requirement.
16. Financial
instruments
Classification of financial assets and financial
liabilities
All of the Company's financial assets and financial
liabilities are classified at amortised cost.
Fair values of financial assets and financial
liabilities
The Directors consider that the carrying values of
cash and cash equivalents and other receivables recorded on the
Statement of Financial Position are approximately equal to their
fair values due to their short-term nature.
The fair values of the Deemed Loan and the Loan
Notes in Issue are not materially different to their carrying
values. Based on the method used to establish their fair values,
the Deemed Loan is considered to be Level 3 in the fair value
hierarchy and the Loan Notes are considered to be Level 2.
16. Financial instruments (continued)
Fair values of financial assets and financial
liabilities
Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
Where an active market is considered to exist, fair values are
based on quoted prices. For instruments which do not have active
markets, fair value is calculated using present value models, which
take individual cash flows together with assumptions based on
market conditions and credit spreads and are consistent with
accepted economic methodologies for pricing financial
instruments.
In each case the fair value is calculated by
discounting future cash flows using benchmark observable market
interest rates. This is kept under review. There are three levels
to the hierarchy as follows:
Level 1- Quoted prices (unadjusted) in active
markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly (for example, as prices) or indirectly (for
example, derived from prices).
Level 3 - Inputs for the asset or liability are not
based on observable market data (unobservable inputs). There were
no transfers between levels in the financial year to 31 December
2023.
16. Subsequent events
There have been no significant events affecting the
Company since the financial year end.
17. Controlling
party
The entire share capital of Oban Cards 2021-1 PLC is
held by Oban Cards 2021-1 Holdings Limited, a Company incorporated
in the United Kingdom and registered in England and Wales.
The smallest and largest group in which the Company
is consolidated is Vanquis Banking Group PLC., a limited Company
registered in the United Kingdom. Copies of the financial
statements of Vanquis Banking Group PLC. may be obtained from No. 1
Godwin Street, Bradford, West Yorkshire, BD1 2SU.
18. Contingent
liabilities and commitments
There were no contingent liabilities or commitments
as of 31 December 2023. Contingent liabilities are assessed
continually to determine whether transfers of economic benefits
have become probable. Where future transfers of economic benefits
change from previous disclosed contingent liabilities, provisions
are recognised in the year in which the changes in probability
occur.