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PMGR Securities 2025 Plc - Half-year Report

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04 August 2022

PMGR Securities 2025 PLC (the ‘Company’)

Legal Entity Identifier: 213800J2XR8QTJ8Y6565

PMGR Securities 2025 PLC's half report and accounts for the six months to 30 June 2022 is available at https://www.globalrenewablestrust.com/documents/.

It has also been submitted in full unedited text to the Financial Conduct Authority's National Storage Mechanism and is available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

PMGR SECURITIES 2025 PLC

Interim Report for the period from 1 January 2022 to 30 June 2022

PMGR Securities 2025 PLC (the “Company”) announces its interim results for the period ended 30 June 2022.

The Company’s principal objective is to provide Zero Dividend Preference Shares with a predetermined final capital entitlement. It is recommended that these accounts are read in conjunction with those of its parent, Premier Miton Global Renewables Trust PLC (the “Parent Company”), also issued today.

Interim Management Report

This interim management report is provided in accordance with the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and 4.2.8.

Directors

The Directors who served in office during the six months under review are as follows:

  • Gillian Nott (Chair)

  • Melville Trimble

  • Victoria Muir

Principal Risks and Uncertainties

There have been no changes to the risks and uncertainties within the six months under review to those reported in note 9 to the Financial Statements in the Annual Report for the period ended 31 December 2021. There were no events or otherwise during the period under review which had any significant effect on the Company, its objective or purpose.

The board acknowledges its ultimate responsibility for managing the risks associated with the Company. The principal risks and uncertainties as identified by the Board are:

  • Market risk, comprising of price risk, currency risk and interest rate risk;

  • Liquidity risk; and

  • Credit risk.

Going Concern and Future Developments

The Directors consider that the Company will have sufficient funds, through funding from its Parent Company, to meet its liabilities as they fall due. The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles. As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these financial statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Directors’ Responsibility Statement

The Directors are responsible for preparing the Interim Report, in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:

• The condensed set of Financial Statements within the Interim Report has been prepared in accordance with IAS 34, “Interim Financial Reporting”, as adopted by the United Kingdom; and

• The Interim Management Report includes a fair review of the information required by 4.2.7R (indication of important events during the first six months of the year) and 4.2.8R (disclosure of related party transactions and changes therein) of the FCA’s Disclosure and Transparency Rules.

For and on behalf of the Board.

Gillian Nott OBE

Chairman

3 August 2022

Income Statement

For the six months to 30 June 2022

(Unaudited)

(Unaudited)

(Audited)

Six months to 30 June 2022

Period from 21 October 2020 (the date of incorporation) to 30 June 2021

Period from 21 October 2020 (the date of incorporation) to 31 December 2021

£’000

£’000

£’000

Finance income

367

409

773

Finance costs*

(367)

(409)

(773)

Result before taxation

-

-

-

Taxation

-

-

-

Result for the period

-

-

-

All items derive from continuing operations; the Company does not have any other recognised gains or losses.

*These costs relate to the provision for compound growth entitlement of the Zero Dividend Preference Shares.

Balance Sheet

As at 30 June 2022

(Unaudited)

(Unaudited)

(Audited)

As at 30 June 2022

As at 30 June 2021

As at 31 December 2021

£000

£000

£000

Current assets

Amount due from Parent Company

50

50

50

Non-current assets

Amount due from Parent Company

15,357

14,626

14,990

Total assets

15,407

14,676

15,040

Creditors: amounts falling due after more than one year

Other financial liabilities

(15,357)

(14,626)

(14,990)

Net assets

50

50

50

Equity Attributable to Ordinary Shareholders

Share Capital

50

50

50

Revenue Reserve

-

-

-

Total Equity Attributable to Ordinary Shareholders

50

50

50

Cashflow Statement

For the six months to 30 June 2022

The Company does not have its own bank account therefore a cashflow statement has not been prepared.

Statement of Changes in Equity

(Unaudited) For the six months to 30 June 2022

Ordinary Share Capital

Revenue Reserves

Total

£000

£000

£000

Balance at 1 January 2022

­­­50

-

50

Result for the period

-

-

-

Balance at 30 June 2022

50

-

50

(Unaudited) Period from 21 October 2020 (the date of incorporation) to 30 June 2021

Ordinary Share Capital

Revenue Reserves

Total

£000

£000

£000

Balance at 21 October 2020

­-

-

­-

Issue of Ordinary shares

50

-

50

Result for the period

-

-

-

Balance at 30 June 2021

50

-

50

(Audited) Period from 21 October 2020 (the date of incorporation) to 31 December 2021

Ordinary Share Capital

Revenue Reserves

Total

£000

£000

£000

Balance at 21 October 2020

­-

-

­-

Issue of Ordinary shares

50

-

50

Result for the period

-

-

-

Balance at 31 December 2021

50

-

50

Notes to the Financial Statements

For the period from 1 January 2022 to 30 June 2022

1. General Information

PMGR Securities 2025 PLC (the “Company”) was incorporated in England and Wales on 21 October 2020 and is a wholly owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent”) which is an investment trust registered in England and Wales. The Company commenced operation on 2 November 2020 as part of the reconstruction of the Parent when it issued 14,217,339 New Zero Dividend Preference Shares.

The financial statements are prepared from 1 January 2022 to 30 June 2022.

2. Accounting Policies

2.1 Basis of preparation

The Interim Financial Statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and in accordance with the Statement of Recommended Practice (“SORP”) for investment trusts issued by the Association of Investment Companies (“AIC”) in November 2014 (and updated in April 2021), where the SORP is not inconsistent with IFRS.

The Company's accounting policies have not varied from those described in the financial statements for the year ended 31 December 2021.

The financial information contained in this Interim Report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 and have not been audited.

The functional currency of the Company is Sterling as this is the currency of the primary economic environment in which the Company operates. Accordingly, the Financial Statements are presented in Sterling rounded to the nearest thousand pounds.

2.2 Presentation of Statement

In order to better reflect the activities of the Company as an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement.

2.3 Use of estimates

The preparation of Financial Statements requires the Company to make estimates and assumptions that affect the items reported in the Balance Sheet and Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the Financial Statements. Although these estimates are based on the Board’s best knowledge of current facts, circumstances and, to some extent, future events and actions, the Company’s actual results may ultimately differ from those estimates, possibly by a significant amount.

2.4 Segmental reporting

The chief operating decision maker has been identified as the Board of the Company. The Board reviews the Company’s internal management accounts in order to analyse performance. The Directors are of the opinion that the Company is engaged in one segment of business, being the issue of Zero Dividend Preference shares to fund the operation of the Parent Company. As such, no additional segmental reporting disclosure has been prepared.

3. Administrative Expenses

The Company’s administrative expenses are met by its Parent Company.

4. Amounts due from Parent Company

(Unaudited)

(Unaudited)

(Audited)

As at
30 June 2022

As at
30 June 2021

As at
31 December 2021

£000

£000

£000

Current assets

Amount due in respect of called up issued share capital

13

13

13

Amount due in respect of issued share capital

37

37

37

Total current assets

50

50

50

Non-current assets

Amount due from Parent company in respect of ZDPs

15,357

14,626

14,990

Total non-current assets

15,357

14,626

14,990

Funds raised through the ZDP 2025 share issue after the deduction of issue costs totalled £14.2m. These funds have been transferred to the Parent Company under an Undertaking Agreement pursuant to which the Parent Company agrees to contribute to the Company such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, the final capital entitlement of the ZDP shares (scheduled repayment date of 28 November 2025).

The Directors believe the carrying amount due from the Parent Company approximates its fair value.

5. Other Financial Liabilities

(Unaudited)

(Unaudited)

(Audited)

As at
30 June 2022

As at
30 June 2021

As at
31 December 2021

£000

£000

£000

14,217,339 Zero Dividend Preference Shares of £0.01

15,357

14,626

14,990

The accrued capital entitlement of each Zero Dividend Preference Share was 108.02p as at 30 June 2022 (30 June 2021: 102.87p; 31 December 2021: 105.44p).

6. Zero Dividend Preference Shares

30 June 2022

30 June 2021

31 December 2021

Number of Shares

Number of Shares

Number of Shares

Balance at start of period

14,217,339

-

-

Shares issued during the period

-

14,217,339

14,217,339

Balance at end of period

14,217,339

14,217,339

14,217,339

The Company issued 14,217,339 Zero Dividend Preference Shares (“ZDP shares”) at 100 pence per share on 30 November 2020. The ZDP shares have an entitlement to receive a fixed cash amount on 28 November 2025, being the maturity date, of 127.61 pence per share, but do not receive any dividends or income distributions.

The ZDP shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. The ZDP shares also carry the right to vote, as a class, on certain matters that relate to the activities of the Group.

The fair value of the ZDP shares at 30 June 2022, based on the quoted bid price at that date, was £15,141,466 (30 June 2021: 14,999,293; 31 December 2021: £15,141,466). The fair value of the ZDP shares is classified as level 2 under the hierarchy of fair value measurements.

7. Share capital

The Company has one class of share which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 ordinary shares issued at £1 which have been 25% called.

8. Related Parties

The Directors are all directors of the Parent and received no remuneration for their services to the Company during the period. The amount due from the Parent Company was £15,407,000 (30 June 2021: £14,676,000; 31 December 2021: £15,040,000).

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