Information  X 
Enter a valid email address

Henderson UK Fin (94RS)

  Print      Mail a friend

Wednesday 24 June, 2015

Henderson UK Fin

Henderson UK Finance plc - Annual Financial Report

RNS Number : 0768R
Henderson UK Finance PLC
24 June 2015
 



 

 

 

Henderson UK Finance plc

 

2014 Report and Financial Statements: Listing Rule 17.3.4 and Disclosure and Transparency Rule 6.3.5

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

 

 

STRATEGIC REPORT

 

The Directors present their report and the financial statements ("Annual Report and Accounts") of Henderson UK Finance plc (the "Company") for the year ended 31 December 2014.

 

Principal activities

 

The Company was incorporated on 9 February 2011. The principal activity of the Company is that of a group financing company. The Business Review sets out the Directors intention regarding the repayment of the £150,000,000 7.25% p.a. senior notes due for repayment on 24 March 2016 (the "Notes").

 

Business review

 

On 18 March 2011 the Company announced the issue of the Notes are unconditionally and irrevocably guaranteed by Henderson Group plc and by Henderson Global Investors (Holdings) Limited. The Company intends to repay the £150.0m notes on 24 March 2016 using the proceeds received from loans and receivables due from group undertaking, see note 11.

 

The Company is a wholly-owned subsidiary of Henderson Group plc ("HG plc" or "the Group"). The Group is run on an integrated basis through business units. Therefore the Company's strategy and business model is governed by that of the Group which is set out in considerable detail in the Annual Report and Accounts of the Group which can be obtained from its registered office as set out in note 19. The Group provides investment management services throughout Europe, the Americas and Asia. The Group manages a broad range of actively managed investment products for institutional and retail investors, across capabilities, including European Equities, Global Equities, Global Fixed Income, Multi Assets and Alternatives.

 

Key performance measures

 

The Board of HG plc, the Company's ultimate parent undertaking, monitors the performance of the Group using a number of financial and non-financial performance measures.  The performance of the Company contributes to the Group's KPIs.  Please refer to the Henderson Group plc Annual Report and Accounts for a review of the Group's KPIs. 

 

Financial position

Total Shareholders' funds attributable to equity holders of the parent increased by £48,000 to £408,000 as at 31 December 2014. This was due to profit of £48,000.

 

Principal risks and uncertainties

 

Henderson's risk management framework helps the Group meet its business objectives within acceptable risk parameters and it is reviewed regularly so that new and emerging risks are identified early on. The Group's culture embeds the management of risk at all levels within the organisation. The framework under which it operates also ensures that it meets its business objectives without exceeding its risk appetite and it is subject to continuous review to ensure it recognises both new and emerging risks in the business. Key risks for the Company are set out below in alphabetical order:

 

Key Risks

Description

Mitigation

Credit

Risk of a counterparty to the Company defaulting on repayment of debt. All the companies receivables are due from group undertakings.

Credit risk arising from transactions with group undertakings is assessed, managed and monitored in line with the wider Group's financing structure.

Liquidity

Liquidity risk is the risk that the Company may be unable to meet its payment obligations as they fall due.

The Company's liquidity is managed by the Group's finance function, which ensures that the Company has sufficient cash and/or highly liquid assets available to meet its liabilities. The Company ensures that it has access to funds to cover all forecasted commitments for at least the following 12 months.

 

Operational and legal

Risk of losses through inadequate or failed internal processes, people or systems or through external events. Risk of losses from litigation.

The Company operates a system of controls which is designed to ensure operational risks are mitigated to an appropriate level. The three lines of defence model is key which is set out in the Annual Report and Accounts of the Group which can be obtained from its registered office as set out in note 19.

Regulatory change

Regulatory risk is the risk that a change in laws and regulations will materially affect the Company's business or markets in which it operates.

Active and constructive engagement with regulators. Regulatory developments are monitored by a dedicated team in Compliance who provide training to the first line where needed. Working groups implement required changes to the Group's business processes. Compliance monitors ongoing regulatory obligations and engages in regular dialogue with the Group's regulators.

Reputational

Reputational risk is the risk that negative publicity regarding the Company will lead to litigation. The risk of damage to the Company's reputation is more likely to result from one of the risks described above materialising rather than as a standalone risk.

The Company believes that reputational risk is mitigated through the effective mitigation of the other key risks.

 

Henderson Secretarial Services Limited

Secretary

DIRECTORS' REPORT

 

The Directors present their report and the financial statements of the Company for the year ended 31 December 2014.

 

Results and dividends

 

The Company's results for the year are shown in the Income Statement on page 9. The profit for the financial year, after tax, amounted to £48,000 (2013: £48,000).

 

The Directors do not recommend the payment of any dividends in respect of the financial year (2013: £nil).

 

Directors

 

The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:

 

A J Formica

R P McNamara

R M Thompson

 

Directors' indemnity

 

Henderson Group plc provides a deed of indemnity to the Directors to the extent permitted by United Kingdom law whereby Henderson Group plc is able to indemnify a director against any liability incurred in proceedings in which the Director is successful, and against the cost of successfully applying to the court to be excused for breach of duty where the Director acted honestly and reasonably. The indemnity has been in force for the year to 31 December 2014 and up to the date of approval of the annual report and accounts.

 

Provision of information to Auditors

 

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information, being information needed by the Auditors in connection with preparing their report, of which the Auditors are unaware. Having made enquiries of fellow Directors and the Auditors, each Director has taken all the steps that they are obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the Auditors are aware of that information.

 

Financial instruments

 

A statement on the risk management objectives, policies and related matters in respect of the use of financial instruments, including the exposure to, interest rate, liquidity and credit risk, can be found in note 16 to the financial statements.

 

Going concern

 

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The financial position of the Company, its cash flows and liquidity position are described in the financial statements and notes. 

 

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors have adopted the going concern basis of accounting in preparing the financial statements.

 

Corporate governance

 

Throughout the year ended 31 December 2014, the Group has been in compliance with the code provisions contained in the UK Corporate Governance Code issued by the Financial Reporting Council (FRC) in September 2012 (UK Code). A full Report on Corporate Governance has been included in the Annual Report and Accounts of Henderson Group plc.  A copy of the Annual Report can be obtained as set out in note 19.

 

Internal controls over financial reporting

 

The Company's financial reporting process has been designed to provide reasonable assurance regarding the reliability of the financial reporting and preparation of financial statements for external purposes, in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRS'). This process is under the supervision of the Directors and has appropriate internal controls to ensure its effectiveness.

 

The internal controls include: policies and procedures that: (1) relate to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and disposals of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements, and that the receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposal of Company assets that could have a material effect on the Company's financial statements.

 

Reporting

 

The Company has listed the Notes on the London Stock Exchange ('LSE') and therefore the Company complies with the LSE disclosure requirements.

 

Independent auditors

 

Following a competitive tender process by the Company's ultimate parent company, Henderson Group plc, PricewaterhouseCoopers LLP was appointed as auditor to the Company for the year ended 31 December 2014 in accordance with the provisions of the Companies Act 2006.
 
It is the intention of the Directors to reappoint the auditor under the deemed appointment rules of section 487 of the Companies Act 2006.
 

This report was approved by the Board of Directors on 23 June 2015 and signed on its behalf by:

 

Henderson Secretarial Services Limited

Secretary

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Annual Report and Accounts, which includes the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 Company and of the profit or loss of the Company for that period.  In preparing these financial statements, the Directors are required to:

 

·      select suitable accounting policies and then apply them consistently;

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

·      state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;

·      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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

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

 

Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:

 

·      the financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

 

·      the Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

This report was approved by the Board of Directors on 23 June 2015 and signed on its behalf by:

 

R M Thompson 

Director

23 June 2015

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HENDERSON UK FINANCE PLC

 

We have audited the financial statements of Henderson UK Finance plc for the year ended 31 December 2014 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes 1 to 21. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

Our opinion

In our opinion, Henderson UK Finance plc's financial statements (the "financial statements"):

·      give a true and fair view of the state of the Company's affairs as at 31 December 2014 and of its profit for the year then ended;

·      have been properly prepared in accordance with IFRS as adopted by the European Union; and

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

 

What we have audited

Henderson UK Finance plc's financial statements comprise:

·      the Statement of Financial Position as at 31 December 2014;

·      the Statement of Comprehensive Income for the year then ended;

·      the Statement of Changes in Equity;

·      the Statement of Cash Flows; and

·      the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

 

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRS as adopted by the European Union.

 

In applying the financial reporting framework, the Directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

 

Opinion on other matters prescribed by the Companies Act 2006

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

 

Other matters on which we are required to report by exception

 

Adequacy of accounting records and information and explanations received

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 no exceptions to report arising from this responsibility.

 

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

 

Responsibilities for the financial statements and the audit

Our responsibilities and those of the directors

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

 

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

 

This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, 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.

 

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

·      whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed;

·      the reasonableness of significant accounting estimates made by the Directors; and

·      the overall presentation of the financial statements.

 

We primarily focus our work in these areas by assessing the Directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

 

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

 

In addition, we read all the financial and non-financial information in the Annual Report and Accounts to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Parwinder Purewal (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

23 June 2015

 

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2014

 

 

 

2014

2013

 

 

Notes

£000

£000

Income

 

 

 

 

Finance income

 

 

11,369

11,369

Total income

 

3

11,369

11,369

 

 

 

 

 

Expenses

 

 

 

 

Operating expenses

 

4

(157)

(157)

Total expenses before finance expenses

 

 

(157)

(157)

Finance expenses

 

5

(11,164)

(11,164)

Total expenses

 

 

(11,321)

(11,321)

Profit before tax

 

 

48

48

Tax charge

 

8

-

-

Profit after tax

 

 

48

48

Other comprehensive income

 

 

-

-

Total comprehensive income

 

 

48

48

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF FINANCIAL POSITION

As at 31 December 2014


 

2014

2013

 

Notes

£000

£000

Current assets




Trade and other receivables

11

158,870

152,688

Total assets

 

158,870

152,688


 

 

 

Non-current liabilities

 

 

 

Debt instrument in issue

13

149,650

149,363


 

149,650

149,363

Current liabilities

 

 

 

Trade and other payables

14

8,812

2,965

Total liabilities

 

158,462

152,328

Net assets

 

408

360


 

 

 

Capital and reserves

 

 

 

Share capital

15

50

50

Profit and loss reserve

 

358

310

Total equity

 

408

360

 

The financial statements were approved and authorised for issue by the Board of Directors on 23 June 2015 and were signed on its behalf by:   

 

 

R M Thompson

Director

 

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2014

 

 

 

Share capital

Profit and loss reserve

 

Total

 

 

 

£000

£000

£000

At 1 January 2013

 

 

50

262

312

Total comprehensive income after tax

 

 

-

48

48

At 31 December 2013

 

 

50

310

360

Total comprehensive income after tax

 

 

-

48

48

At 31 December 2014

 

 

50

358

408

 

STATEMENT OF CASH FLOWS

For the year ended 31 December 2014

 

 

 

2014

 

2013

 

Notes

£000

£000

Cash flows from operating activities

 

 

 

Profit before tax

 

48

48

Adjustments to reconcile profit before tax to net cash flows from operating activities:

 

 

 

- finance income

3

(11,369)

(11,369)

- debt instrument interest expense

5

11,164

11,164

Cash flows from operating activities before changes in operating assets and liabilities

 

(157)

(157)

Changes in operating assets and liabilities

12

157

(4,539)

Net cash flows from operating activities

 

-

(4,696)

 

 

 

 

 

 

 

 

Net movement in cash and cash equivalents

 

-

(4,696)

Cash and cash equivalents at beginning of year

 

-

4,696

Cash and cash equivalents at end of year

 

-

-

 

Notes to the Financial Statements

 

1.    Authorisation of financial statements and statement of compliance with IFRS

 

The financial statements for the year ended 31 December 2014 were authorised for issue by the Board of Directors on 23 June 2015 and the Statement of Financial Position was signed on the Board's behalf by a Director, Mr R M Thompson. Henderson UK Finance plc is a company incorporated in England and Wales and tax resident in the United Kingdom.

The financial statements have been prepared in accordance with IFRS as adopted by the EU and interpretations assumed by the IFRS Interpretation Committee (IFRS IC) and the provisions of the Companies Act 2006. As applicable to companies under IFRS.

The principal accounting policies adopted by the Company are set out in note 2 and applied consistently.

 

2.    Accounting policies

 

2.1 Significant accounting policies

 

Basis of preparation

The financial statements have been prepared on a going concern basis and on the historical cost basis.

The financial statements are presented in Pounds sterling ("GBP") and all values are rounded to the nearest thousand pounds, except when otherwise indicated.

 

Finance income

Interest income is recognised as it accrues using the effective interest rate method.

 

 

Finance expenses

Interest payable is charged as it accrues using the effective interest rate method.

 

Income taxes

The Company provides for current tax expense according to the tax laws in the jurisdiction in which it operates, using tax rates that have been enacted or substantively enacted by the reporting date. 

 

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised only to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date.

 

Income tax relating to items recognised in the Statement of Comprehensive Income is also recognised in that statement and not in the Income Statement.

 

Financial assets

Financial assets are initially recognised at fair value in the Statement of Financial Position when the Company becomes a party to the contractual provisions of an instrument and subsequently carried at amortised cost.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or where they have been transferred and the Company has also transferred substantially all risks and rewards of ownership.

 

Financial liabilities

Financial liabilities are stated at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement or issue.

 

Equity shares

The Company's ordinary equity shares of £1 each are classified as equity instruments. Equity shares issued by the Company are recorded at the proceeds or fair value received.

 

2.2 Future changes in accounting policies

 

A number of new standards and amendments to standards and interpretations are effective for periods beginning on or after 1 January 2015. These are not expected to have an impact on the Company's financial statements when they become effective.

 

3.   Total Income

 

2014

2013

 

£000

£000

Finance income

 

 

Interest receivable from Group undertakings

11,369

11,369

Total income

11,369

11,369

 

4.   Expenses

4.1  Operating expenses

 

2014

2013

 

£000

£000

Recharges from Group undertakings

157

157

Total operating expenses

157

157

 

4.2  Auditors' remuneration

 

Auditors' Remuneration of £16,712 (2013: £16,000) in respect of the audit of the Company's financial statements is borne by a fellow Group undertaking.

 

5.   Finance expenses

 

2014

2013

 

£000

£000

Interest payable on the Notes

11,164

11,164

Total finance expenses

11,164

11,164

 

6.   Employees

The Company has no employees. The employees in the UK group have contracts of employment with Henderson Administration Limited, a Group undertaking, and staff costs are disclosed in that company's financial statements.

 

7.   Directors' remuneration

The Directors of the Company were employed and remunerated as directors and executives of the Group in respect of their services to the Group as a whole. As no significant trading activity relating to the Group occurred in the Company, the Directors do not believe that the remuneration received is in respect of qualifying services to the Company. Therefore, no apportionment of Directors' remuneration has been made.

Mr A J Formica and Mr R M Thompson were also directors of Henderson Group plc during the year and particulars of their remuneration for the period that they were Directors are set out in the Group's Annual Report and Accounts as described in note 19. The Directors are all paid by Henderson Administration Limited and further details of remuneration paid to the Directors are set out in the financial statements of that entity.

 

8.   Tax

Analysis of tax charge in the year


2014

2013

 

£000

£000

Current tax

 

 

Charge for the year

-

-

Total tax charge on ordinary activities

-

-

 

Factors affecting tax charge for the year

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


2014

2013

 

£000

£000

Profit on ordinary activities before tax

48

48

 

 

 

Tax on profit on ordinary activities at the standard UK corporation tax rate of 21.5% pro rata (2013: 23.25% pro rata)

10

11

Effects of:

 

 

Group relief claimed for nil consideration and worldwide debt cap adjustments

(10)

(11)

Total tax charged for the year

-

-

 

Factors that may affect future tax charges

 

The Government previously announced its intention to reduce the main corporation tax rate to 21% from 1 April 2014 and 20% from 1 April 2015. These were substantively enacted as part of the Finance Bill 2013 on 2 July 2013.

 

9.    Segmental information

Operating income and net assets

 

 

The Company's operating income is finance income receivable from Group companies. The Company has no non-current assets. It's operating income and net assets are managed in the UK.

 

10.    Fair value of financial instruments

 

 

Carrying value

Fair value

Carrying value

Fair value

 

Notes

2014

£000

2014

£000

2013

£000

2013

£000

Financial assets

 

 

 

 

 

Current assets (loans and receivables):

 

 

 

 

 

 

Amounts owed by Group undertakings

11

158,870

158,870

152,688

152,688

 

Total financial assets

 

158,870

158,870

152,688

152,688

 

 

 

 

 

 

 

Financial liabilities measured at amortised cost

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Debt instrument in issue

13

149,650

157,391

149,363

159,514

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Amounts owed to Group undertakings

14

5,847

5,847

-

-

Accruals

14

2,965

2,965

2,965

2,965

 

 

8,812

8,812

2,965

2,965

 

 

 

 

 

 

Total financial liabilities

 

158,462

166,203

152,328

162,479

 

Current asset and liability balances included in the table above, are balances capable of settling in a short time frame, and accordingly the fair value of these assets and liabilities is considered to approximate the carrying value after taking into account any likely impairment. The fair value of the Notes has been obtained applying a Level 1 valuation technique, being quoted unadjusted prices in an active market.

 

11.    Trade and other receivables

 

2014

2013

 

£000

£000

Amounts owed by Group undertakings

11,212

5,030

Loans to Group undertakings

147,658

147,658

 

158,870

152,688

 

Loans to Group undertakings comprise two loans to Henderson Global Investors (Holdings) Limited, one for a principal amount of £115,250,000, and one for a principal amount of £32,408,000, both of which bear interest at 7.7% per annum and are repayable on demand.

 

12.    Changes in operating assets and liabilities

 


2014

2013

 

 

£000

£000

Decrease/(increase) in other assets

157

(4,539)

Change in operating assets and liabilities

157

(4,539)

 

13.    Debt instrument in issue

 

Carrying value

Fair value

Carrying value

Fair value

 

2014

2014

2013

2013

 

£000

£000

£000

£000

Debt instrument in issue

149,650

157,391

149,363

159,514

 

On 18 March 2011, the Company announced the issue of the Notes, being £150,000,000 with interest set at 7.25% per annum due for repayment on 24 March 2016.  The Notes are unconditionally and irrevocably guaranteed by Henderson Group plc and Henderson Global Investors (Holdings) Limited.

 

14.    Trade and other payables

 

 

2014

2013

 

£000

£000

Accruals

2,965

2,965

Amounts owed to group undertakings

5,847

-

 

8,812

2,965

 

15.    Share capital

 

Allotted, called up and fully paid shares at £1.00 each:

 

no.

£000

Ordinary shares

 

 

Shares in issue at 31 December 2014 and 2013

50,000

50

 

All ordinary shares in issue carry the same right to receive dividends and other distributions declared, made or paid by the Company.

 

The Directors consider shareholder's equity to represent the Company's capital. The Directors manage the Company's capital structure on an ongoing basis. Changes to the Company's capital structure can be affected by adjusting the dividend policy, returning capital to shareholders or issuing new shares and other forms of capital.

 

Nature and purpose of reserves

 

 

The Statement of Changes in Equity on page 11 provides details of movements in equity and reserves during the year.

 

Profit and loss reserve

 

The profit and loss reserve comprises results recognised through the Income Statement. 

 

16.    Financial risk management

Financial risk management objectives and policies

Financial assets principally comprise trade and other receivables including amounts owed by Group undertakings. Financial liabilities comprise debt instrument in issue and trade and other payables including amounts owed to Group undertakings. The main risks arising from the Company's financial instruments are interest rate risk, liquidity risk and credit risk. Each of these risks is examined in detail below.

 

The management of risk within the Group is governed by the Board of Henderson Group plc and overseen by the Henderson Group Board Risk Committee. The Company is managed in line with the Group's risk policy.

 

16.1   Interest rate risk

 

Interest rate risk is the risk that the Company will sustain losses from adverse movements in interest rates, either through a mismatch of interest-bearing assets and liabilities, or through the effect that such movements have on the value of interest-bearing assets.

 

The Company has no financial instruments bearing interest at a floating rate. None of the financial assets and liabilities are exposed to interest rate risk.

 

Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. 

 

16.2 Liquidity risk

 

Liquidity risk is the risk that the Company may be unable to meet its payment obligations as they fall due.

 

Company liquidity is managed by Group Finance, to ensure that the Company has sufficient cash and/or highly liquid assets available to meet its liabilities. Group Finance also controls and monitors the use of the Company's non-operating capital resources. It is the Company's policy to ensure that it has access to funds to cover all forecast commitments for the next 12 months. 

 

Refer to note 13 for a description of guarantees provided by Group undertakings in respect of the Notes in issue.

 

The maturity dates of the Company's financial liabilities are as follows:

 

At 31 December 2014

 


Within 1 year or repayable on demand

Within 2-5 years

Total

Carrying value in the Statement of Financial Position

 


£000

£000

£000

£000


 

 

 

 

Debt instrument in issue (including interest)

10,875

155,438

166,313

152,615

Amount owed to group undertaking

5,847

-

5,847

5,847


16,722

155,438

172,160

158,462

 

At 31 December 2013

 


Within 1 year or repayable on demand

Within 2-5 years

Total

Carrying value in the Statement of Financial Position


£000

£000

£000

£000


 

 

 

 

Debt instrument in issue (including interest)

10,875

166,313

177,188

149,363


10,875

166,313

177,188

149,363

 

16.3 Credit risk

 

Credit risk is the risk of a counterparty of the Company defaulting on funds deposited with it or the non-receipt of a debt. 

 

All receivables are amounts due from Group undertakings on demand.

 

The Company has no overdue financial assets as at 31 December 2014 (2013: £nil).

 

17.    Capital commitments

The amounts of capital expenditure contracted for but not provided for in the financial statements at 31 December 2014 amounted to £nil (2013: £nil).

 

18.    Related party transactions

Details of transactions between the Company and the Group's controlled entities, which are related parties, together with amounts due from and to these related parties at the reporting date, are disclosed below:

 

2014

2013

 

£000

£000

Transactions with related parties

 

 

Recharges from other related parties

157

157

Interest receivable from Group undertakings

11,369

11,369

 

 

 

 

As at 31 December 2014

As at 31 December 2013

 

£000

£000

Amounts owed by related parties

 

 

Amounts owed by other related parties

Amounts owed to Group undertakings

158,870

5,847

152,688

-

 

The Directors of the Company are also considered to be the Key Management Personnel of the Company. Details of the Directors remuneration are disclosed in note 7.

19.    Ultimate parent undertaking and controlling party

The Company's immediate parent undertaking is Henderson Global Investors (Holdings) Limited, a company incorporated in United Kingdom and the ultimate parent undertaking and controlling party and controlling party is Henderson Group plc, a company incorporated in Jersey which is the parent undertaking of the smallest and largest group to consolidate these financial statements. A copy of the Group's Annual Report and Accounts for the year ended 31 December 2014 can be obtained from its registered office at 47 Esplanade, St Helier, Jersey, JE1 0BD or its website, www.henderson.com.

 

20.    Contingent liabilities

There were no contingent liabilities as at 31 December 2014 (2013: £nil).

 

21.    Events after the reporting date

The Board had not, as at 23 June 2015, being the date the financial statements were approved, received any information concerning significant conditions in existence at the reporting date, which have not been reflected in the financial statements as presented. 

Forward-looking statements

This announcement contains forward-looking statements with respect to the financial condition, results and business of the Company and Henderson Group plc. By their nature, forward-looking statements involve risk and uncertainty because they relate to events, and depend on circumstances, that will occur in the future. Henderson Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements.

For further detail, please see the Report and Financial Statements for the year ended 31 December 2014, lodged together with this announcement.

To view the full details of the 2014 Report and Financial Statements, paste the following link into your web browser:

http://www.rns-pdf.londonstockexchange.com/rns/0768R_-2015-6-24.pdf

A copy of the Report and Financial Statements for the year ended 31 December 2014 has been submitted to the National Storage Mechanism: www.hemscott.com/nsm.do 

 

Copies can also be found on the Henderson Group plc website at www.henderson.com.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR GCGDLXXDBGUS

a d v e r t i s e m e n t