TIDM36VY

RNS Number : 9780F

Diageo Capital plc

12 March 2020

Diageo Capital plc

LEI: 213800L23DJLALFC4O95

Half-year results for the six months ended 31 December 2019

The directors present their interim financial report for the six months ended 31 December 2019.

Activities

Diageo Capital plc (the "company") is engaged in the provision of treasury, risk and cash management services for Diageo plc and its subsidiary undertakings (the "group"). Diageo Capital plc's principal activity is to raise external funds, principally using the London and New York financial markets. The company finances other companies of the group via intragroup loans and deposits. Foreign exchange translation and transactional hedging, interest rate risk management and cash management are also performed by the company.

The company does not anticipate any changes in its activities in the remaining six months of the financial year.

Business review

Development and performance of the business of the company during the period and position of the company as at 31 December 2019

The results of the company and the development of its business are influenced to a considerable extent by group financing requirements. Further information on the risk management policies of the group is included in the annual report of Diageo plc for the year ended 30 June 2019 (see note 15 of the consolidated financial statements of Diageo plc).

Net finance charge was GBP33 million in the six months ended 31 December 2019, which is a GBP26 million increase from net finance charge of GBP7 million in the six months ended 31 December 2018.

External borrowings increased by GBP1,462 million in the six months ended 31 December 2019 to GBP6,068 million from GBP4,606 million in the year ended 30 June 2019, which was mainly due to the issuance of bonds and commercial papers in amount of GBP1,289 million and GBP407 million, respectively. The increase in balance of external borrowings was partially offset by the weakening of the USD versus GBP.

Financial and other key performance indicators

As the company forms part of the group's treasury operations, the company's performance is measured at the group level.

The loss for the period transferred to reserves is GBP32 million (six months ended 31 December 2018 - loss of GBP6 million) and the other comprehensive loss for the six months ended is GBP8 million (six months ended 31 December 2018 - profit of GBP43 million).

The directors do not propose the payment of an interim dividend to be distributed to shareholders in regard to the six months ended 31 December 2019 (six months ended 31 December 2018 - GBPnil).

Going concern

The company is expected to remain in positive net asset position for the foreseeable future. The company participates in the group's centralised treasury arrangements and the parent and fellow group undertakings are expected to provide financial support for the foreseeable future. The directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the group to continue as a going concern. On the basis of their assessment, the company's directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Principal risks and uncertainties facing the company as at 31 December 2019

The company forms part of the group's treasury operations, which manage the group's funding, liquidity, interest rate and foreign exchange risks. (See detailed description under note 4. Financial instruments and risk management.) The principal risks and uncertainties facing the company are foreign currency risk associated with certain foreign currency denominated bonds and interest rate risk arising principally on changes in US dollar and sterling interest rates. The company uses derivative financial instruments to hedge its exposures to fluctuations in interest and exchange rates. Cash flow hedges are carried out to hedge the currency risk of highly probable future foreign currency cash flows, as well as the cash flow risk from changes in interest rates. Fair value hedges are carried out to manage the currency and/or interest rate risks to which the fair value of certain assets and liabilities are exposed.

Brexit and related risks

The process surrounding the United Kingdom's future trading relationship with the European Union continues. We remain of the view that, in the event of either a future free trade agreement (FTA) or a 'no FTA' outcome at the end of the implementation period between the UK and the EU, the direct financial impact to Diageo will not be material. The full implications of Brexit will not be understood until future trade, regulatory and tax arrangements to be entered into by the United Kingdom are established. Furthermore, we could experience changes to laws and regulations post Brexit, in areas such as intellectual property rights, employment, environment, supply chain logistics, data protection, and health and safety.

A cross-functional working group is in place that meets on a regular basis to identify and assess the consequences of Brexit, with all major functions within our business represented. We continue to monitor this risk area very closely, as well as the broader environment risks, including a continuing focus on identifying critical decision points to ensure potential disruption is minimised, and take prudent actions to mitigate these risks wherever practical. More specific details on the impact of Brexit are included in the 2020 interim results presentation and press release of Diageo plc which are publicly available.

Independent review

This interim report has not been audited or reviewed by auditors.

Statement of directors' responsibilities

The directors confirm that this condensed set of interim financial information has been prepared in accordance with Financial Reporting Standard 104: Interim Financial Reporting, issued by the Financial Reporting Council, and that the interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R namely:

-- an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year, and

-- material related party transactions in the first six months of the financial year and any material changes in the related party transactions described in the last annual report.

The directors of the Company are listed in the Company's annual report and financial statements for the year ended 30 June 2019.

M Pais

Director

12 March 2020

INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHSED 31 DECEMBER 2019

 
                                            Six months ended    Six months ended 
                                                 31 December         31 December 
                                                        2019                2018 
                                     Notes       GBP million         GBP million 
 
 Other operating income                                    1                   1 
 Finance income                        1                 120                 199 
 Finance charges                       1               (153)               (206) 
                                            ---------------- 
 Operating loss                                         (32)                 (6) 
                                            ----------------  ------------------ 
 
 Loss before taxation on ordinary 
  activities                                            (32)                 (6) 
 Taxation on loss on ordinary 
  activities                           2                   -                 - 
 
 Loss for the period                                    (32)                 (6) 
 
 

STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHSED 31 DECEMBER 2019

 
                                                 Six months ended    Six months ended 
                                                      31 December         31 December 
                                                             2019                2018 
                                           Note       GBP million         GBP million 
 
 Other comprehensive (loss)/profit 
  Items that may be recycled 
  subsequently to the income 
  statement 
 Effective portion of changes 
  in fair value of cash flow 
  hedges 
  - losses taken to other comprehensive 
   income                                                    (60)                (28) 
  - recycled to income statement                               50                  71 
 Tax income on effective portion 
  of changes in fair value of 
  cash flow hedges                            2                 2                 - 
                                                 ----------------  ---------------- 
 Other comprehensive (loss)/profit                            (8)                43 
                                                 ----------------  ---------------- 
 
 Loss for the period                                         (32)                 (6) 
 
 Total comprehensive (loss)/profit 
  for the period                                             (40)                  37 
                                                 ================  ================== 
 
 

BALANCE SHEET (UNAUDITED)

AT 31 DECEMBER 2019

 
                                           31 December 
                                                  2019    30 June 2019 
                                    Notes  GBP million     GBP million 
 Non-current assets 
 Trade and other receivables                    7,319         7,965 
 Other financial assets                 4         301           371 
                                           ---------- 
                                                7,620         8,336 
 Current assets 
 Trade and other receivables                       12            36 
 Other financial assets                 4           4             6 
                                                   16            42 
                                           ----------   ----------- 
 Total assets                                   7,636         8,378 
                                           ----------   ----------- 
 
 Current liabilities 
 Trade and other payables                      (1,448)       (3,616) 
 Other financial liabilities            4          (3)           (3) 
 Borrowings and bank overdrafts         3      (2,215)       (1,306) 
                                           ---------- 
                                               (3,666)       (4,925) 
 Non-current liabilities 
 Borrowings                             3      (3,853)       (3,300) 
 Other financial liabilities            4         (45)          (38) 
 Deferred tax liability                            (5)           (7) 
                                           ----------   ----------- 
                                               (3,903)       (3,345) 
 Total liabilities                             (7,569)       (8,270) 
                                           ----------   ----------- 
 
 Net assets                                        68           108 
                                           ----------   ----------- 
 
 Equity 
 Called up share capital                            -             - 
 Share premium                                     250          250 
 Fair value and hedging reserves                    30           38 
 Other reserves                                     70           70 
 Retained deficit                                (282)         (250) 
                                           ---------- 
 Total equity                                      68           108 
                                           ----------   ----------- 
 

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHSED 31 DECEMBER 2019

ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY

 
                                                           Subtotal 
                  Share       Hedging         Other        Other           Retained 
                  premium     reserve         reserves     reserves        deficit         Total 
                  GBP                         GBP 
                  million     GBP million     million      GBP million     GBP million     GBP million 
 
 Balance at 30 
  June 
  2018                  250            (53)           70              17           (257)              10 
 Other 
  comprehensive 
  income                  -         43                 -         43                -             43 
 Loss for the 
  period                  -          -                 -          -               (6)            (6) 
 
 Balance at 31 
  December 
  2018                  250        (10)               70         60             (263)            47 
 
 Balance at 30 
  June 
  2019                  250         38                70        108             (250)           108 
 Other 
  comprehensive 
  loss                    -         (8)                -         (8)               -             (8) 
 Loss for the 
  period                  -          -                 -          -              (32)           (32) 
 
 Balance at 31 
  December 
  2019                  250         30                70        100             (282)            68 
                 ==========  =========  ===  ===========  =========  ===  ==========      =========  === 
 

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHSED 31 DECEMBER 2019

The company is incorporated and domiciled as a public limited company in the United Kingdom.

The interim financial statements of the company for the six months ended 31 December 2019 were authorised for issue in accordance with a resolution of the directors on 12 March 2020.

Basis of preparation

The annual report and financial statements of the company for the year ended 30 June 2019 were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and Companies Act 2006.

The interim condensed financial statements for the six months ended 31 December 2019 have been prepared in accordance with Financial Reporting Standard 104 Interim Financial Reporting (FRS 104), issued by the Financial Reporting Council. The interim condensed financial statements do not include all of the information and disclosures required in the annual financial statements, and should be read in conjunction with the company's annual financial statements at 30 June 2019.

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the company's annual report and financial statements for the year ended 30 June 2019.

These condensed interim financial statements have not been subject to a full audit or audit review and do not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The annual report and financial statements for the year ended 30 June 2019 were approved by the directors of the company on 25 October 2019 and have been filed with the Registrar of Companies. The report of the auditors on those financial statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

The company is a wholly owned subsidiary of Diageo plc and is included in the consolidated financial statements of Diageo plc which are publicly available.

These financial statements are separate financial statements.

Functional and presentational currency

These financial statements are presented in sterling (GBP), which is the company's functional currency.

All financial information presented in sterling has been rounded to the nearest million.

Going concern

The financial statements have been prepared on a going concern basis as a fellow group undertaking has agreed to provide financial support for the foreseeable future.

   1.         FINANCE INCOME AND CHARGES 
 
                                                    Six months     Six months 
                                                         ended          ended 
                                                   31 December    31 December 
                                                          2019           2018 
                                                   GBP million    GBP million 
 Net interest 
 Interest income from fellow group 
  undertakings                                         107            170 
 Fair value gain on intra-group derivative 
  financial instruments                                  7             27 
 Fair value adjustment on borrowings                     5              1 
 Amortisation of bonds                                   1              1 
 
 Total interest income                                 120            199 
                                                 ---------      --------- 
 
 Interest charge to fellow group undertakings          (45)           (94) 
 Interest charge on all other borrowings               (88)           (79) 
 Fair value loss on intra-group derivative 
  financial instruments                                (12)           (10) 
 Fair value adjustment on borrowings                    (1)           (17) 
 Discount and fee amortisation                          (7)            (6) 
 
 Total interest charges                               (153)          (206) 
                                                 ---------      --------- 
 
 Net finance charges                                   (33)            (7) 
                                                 =========      ========= 
 
   2.         TAXATION 

The total tax income for the six months ended 31 December 2019 was GBP2 million (31 December 2018 - GBPnil), in accordance with decrease in deferred tax liability in relation to the effective portion of changes in fair value of cash flow hedges. The change in deferred tax liability is presented as part of the other comprehensive income.

   3.         BORROWINGS AND BANK OVERDRAFTS 
 
                                          31 December 
                                                 2019    30 June 2019 
                                          GBP million     GBP million 
 Bank overdrafts                                   34            27 
 Commercial paper                                 899           492 
 US$ 500 million 3.000% bonds due 2020            379           393 
 US$ 500 million 2.565% bonds due 2020            379           394 
 US$ 696 million 4.828% bonds due 2020            522             - 
 Fair value adjustment to borrowings                2             - 
 Borrowings due within one year and 
  bank overdrafts                               2,215         1,306 
                                          -----------  ------------ 
 
 US$ 696 million 4.828% bonds due 2020              -           538 
 US$ 500 million 3.500% bonds due 2023            378           393 
 US$ 1,350 million 2.625% bonds due 
  2023                                          1,020         1,060 
 US$ 500 million 3.875% bonds due 2028            377           391 
 US$ 600 million 5.875% bonds due 2036            450           468 
 US$ 500 million 3.875% bonds due 2043            372           387 
 US$ 600 million 2.125% notes due 2024            453             - 
 US$ 1,000 million 2.375% notes due 
  2029                                            748             - 
 Fair value adjustment to borrowings               55            63 
 Borrowings due after one year                  3,853         3,300 
                                          -----------  ------------ 
 
 Total external borrowings                      6,068         4,606 
                                          ===========  ============ 
 

The interest rates of external borrowings shown in the table above are those contracted on the underlying borrowings before taking into account any interest rate hedges. Bonds are stated net of unamortised finance costs of GBP33 million (30 June 2019 - GBP29 million). The company issued new bonds in the six months period ended 31 December 2019, with a nominal value of US$ 600 million and US$ 1,000 million.

Bonds are reported at amortised cost with a fair value adjustment shown separately. All bonds, medium term notes and commercial papers issued by the company are fully and unconditionally guaranteed by Diageo plc.

   4.         FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 

Fair value measurements of financial instruments are presented through the use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations.

The group maintains policies and procedures to value instruments using the most relevant data available. If multiple inputs that fall into different levels of the hierarchy are used in the valuation of an instrument, the instrument is categorised on the basis of the most subjective input.

Foreign currency forwards and swaps, cross currency swaps and interest rate swaps are valued using discounted cash flow techniques. These techniques incorporate inputs at levels 1 and 2, such as foreign exchange rates and interest rates. These market inputs are used in the discounted cash flow calculation incorporating the instrument's term, notional amount and discount rate, and taking credit risk into account. As significant inputs to the valuation are observable in active markets, these instruments are categorised as level 2 in the hierarchy.

The company's financial assets and liabilities measured at fair value are categorised as follows:

 
                                              31 December 
                                               2019            30 June 2019 
                                                GBP million     GBP million 
 Derivative assets                                 305             377 
 Derivative liabilities                            (48)            (41) 
 
 Valuation techniques based on observable 
  market input                                     257             336 
                                             =========  ===  =========  === 
 (Level 2) 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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