TIDMBC84

RNS Number : 0169O

Trafford Centre Finance Ld

27 September 2019

THE TRAFFORD CENTRE FINANCE LIMITED

LEI: 213800J9WWQVUK5FE223

27 September 2019

HALF-YEARLY FINANCIAL REPORT

In compliance with Disclosure and Transparency Rules, The Trafford Centre Finance Limited (the "Company") announces the publication of its Half-Yearly Financial Report for the period ended 30 June 2019. A copy of this document has been submitted to the National Storage Mechanism and will shortly be available for inspection at Morningstar.co.uk/uk/NSM

The Half-Yearly Report will also shortly be available for download at intugroup.co.uk

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2019

The Trafford Centre Finance Limited ("the company") is incorporated and registered in the Cayman Islands. The company's registered office is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9005.

The principal activity of the company is the provision of financing to The Trafford Centre Limited which owns the intu Trafford Centre shopping centre. This is funded by the issue of loan notes which are listed on the London Stock Exchange. The company receives interest on the provision of financing to The Trafford Centre Limited at rates equal to those paid on its external debt plus additional interest of 0.01% per annum on the average principal loan amount outstanding. Any financing related fees incurred by the company are also charged on to The Trafford Centre Limited.

The company's results and financial position for the period ended 30 June 2019 are set out in full in the income statement, balance sheet, statement of changes in equity, statement of cash flows and the notes to the condensed interim financial statements.

The company's loss before taxation for the six months to 30 June 2019 was GBP13,000 (year ended 31 December 2018 profit of GBP12,000, six months ended 30 June 2018 profit of GBP3,000) with net assets at 30 June 2019 decreasing to GBP1,017,000 (as at 31 December 2018 GBP1,030,000, as at 30 June 2018 GBP1,021,000).

Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business. The directors expect that the present level of activity will continue for the foreseeable future.

The directors of the company who were in office during the period and up to the date of signing the condensed interim financial statements were:

Raulin Amy

   David Fischel                          resigned 26 April 2019 
   Barbara Gibbes                       appointed 26 April 2019, resigned 16 August 2019 

Matthew Roberts

   Sean Crosby                           appointed 16 August 2019 
   Minakshi Kidia                         appointed 16 August 2019 

OPERATING AND FINANCIAL REVIEW

FOR THE SIX MONTHSED 30 JUNE 2019

PRINCIPAL RISKS AND UNCERTAINTIES

The Board has reviewed its assessment of the principal risks and uncertainties facing the company, including those that would impact the business model, future performance, solvency or liquidity.

As the company's principal activity is to provide financing to The Trafford Centre Limited, the company's key risks and uncertainties are those faced by The Trafford Centre Limited to the extent that they impact The Trafford Centre Limited's ability to meet its obligations to the company including those related to the terms of the company's borrowings which are secured on the assets of The Trafford Centre Limited.

The risk profile for the six months ended 30 June 2019 has increased since the year ended 31 December 2018 and is detailed in the table below. No significant new risk headings or sub risk categories have been identified, although it is recognised that risks within the categories continue to evolve.

The company's principal risks and uncertainties are reviewed throughout the year in-line with the intu Group's risk management framework and the company will provide a full report in the 2019 Report and Financial Statements. During the period, where risks have evolved, additional risk mitigation strategies have been put in place. Specifically, the property market sub risks of macroeconomic and retail environment have seen an increased risk profile. See commentary on these changes in risk profile below.

 
 Risk heading   Sub risk             2019 commentary 
-------------  -------------------  ------------------------------------------------------- 
 Property       Macroeconomic        Likelihood and impact of macroeconomic weakness 
  market                              continues to be a risk with continued political 
                                      uncertainty in the UK and Brexit arrangements 
                                      not yet detailed, which has increased investor 
                                      caution resulting in a reduction in property 
                                      values and lower transaction volumes in the period. 
-------------  -------------------  ------------------------------------------------------- 
 Property       Retail environment   With the recent higher level of administrations 
  market                              and CVAs and the continued macroeconomic uncertainty, 
                                      the likelihood and impact of changes to the retail 
                                      environment resulting in further potential tenant 
                                      failures continues to increase, putting downward 
                                      pressure on property values. intu monitor key 
                                      retail metrics closely, in line with intu's strategy 
                                      of continuing to deliver solid footfall numbers 
                                      and occupancy. 
-------------  -------------------  ------------------------------------------------------- 
 

The uncertainty arising from the UK's decision to exit the EU continues to have a negative impact on the macroeconomic environment. Specifically for intu, the risks faced are affected by any changes in sentiment in the investment and occupier markets in which we operate, in our ability to execute our recycling and investment plans and in broader consumer confidence and expenditure. We have continued to review our Brexit risks and both planning and consideration has been given to implementing additional controls to mitigate risks where we can reduce either the likelihood or impact of the risk affecting the delivery of the company's objectives.

DIRECTORS' RESPONSIBILITY STATEMENT

FOR THE SIX MONTHSED 30 JUNE 2019

The directors are responsible for preparing the interim report and condensed set of interim financial statements (interim financial statements), in accordance with applicable law and regulations. The directors confirm that, to the best of their knowledge:

-- the interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union; and

-- the interim report includes a fair review of both the information required by Sections DTR 4.2.7R, and that which is subject of DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

The Operating and Financial Review refers to important events which have taken place in the period.

The principal risks and uncertainties facing the business are referred to in the Operating and Financial Review.

Related party transactions are set out in note 12 of the interim financial statements.

A list of current directors is provided in the Operating and Financial Review.

On behalf of the Board

Minakshi Kidia

Director

27 September 2019

INDEPENT REVIEW REPORT TO

THE TRAFFORD CENTRE FINANCE LIMITED

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 13. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

INDEPENT REVIEW REPORT TO

THE TRAFFORD CENTRE FINANCE LIMITED

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

London, United Kingdom

27 September 2019

INCOME STATEMENT (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2019

 
                                               Six months    Six months 
                                                    ended         ended    Year ended 
                                                  30 June       30 June   31 December 
                                                     2019          2018          2018 
                                              (unaudited)   (unaudited)     (audited) 
                                      Notes        GBP000        GBP000        GBP000 
 
 Administration expenses                             (31)          (14)          (33) 
                                             ------------  ------------  ------------ 
 
 Operating loss                                      (31)          (14)          (33) 
 
 Finance income                         4          21,760        23,054        46,046 
 Finance costs                          4        (21,742)      (23,037)      (46,001) 
 Change in fair value of financial      4               -             -             - 
  instruments 
                                             ------------  ------------  ------------ 
 
 Net finance income                                    18            17            45 
                                             ------------  ------------  ------------ 
 
 (Loss)/profit before tax                            (13)             3            12 
 
 Taxation                                               -             -             - 
                                             ------------  ------------  ------------ 
 
 (Loss)/profit for the period                        (13)             3            12 
                                             ============  ============  ============ 
 

Other than the items in the income statement above, there are no other items of comprehensive income and accordingly a separate statement of comprehensive income has not been prepared.

BALANCE SHEET (unaudited)

AS AT 30 JUNE 2019

 
                                                   As at         As at         As at 
                                                 30 June   31 December       30 June 
                                                    2019          2018          2018 
                                             (unaudited)     (audited)   (unaudited) 
                                     Notes        GBP000        GBP000        GBP000 
 
 Non-current assets 
 Trade and other receivables           5         674,364       688,012       701,096 
 Derivative financial instruments      8         106,039        94,412        93,528 
                                            ------------  ------------  ------------ 
                                                 780,403       782,424       794,624 
 
 Current assets 
 Trade and other receivables           5          34,469        54,129        53,218 
 Derivative financial instruments      8           1,456         1,481         1,475 
 Cash and cash equivalents                           582           545           506 
                                            ------------  ------------  ------------ 
                                                  36,507        56,155        55,199 
 
 Total assets                                    816,910       838,579       849,823 
                                            ------------  ------------  ------------ 
 
 Current liabilities 
 Borrowings                            7        (26,733)      (45,652)      (44,573) 
 Trade and other payables              6         (7,301)       (7,992)       (8,130) 
 Derivative financial instruments      8         (1,456)       (1,481)       (1,475) 
                                            ------------  ------------  ------------ 
                                                (35,490)      (55,125)      (54,178) 
 
 Non-current liabilities 
 Borrowings                            7       (674,364)     (688,012)     (701,096) 
 Derivative financial instruments      8       (106,039)      (94,412)      (93,528) 
                                            ------------  ------------  ------------ 
                                               (780,403)     (782,424)     (794,624) 
 
 Total liabilities                             (815,893)     (837,549)     (848,802) 
                                            ------------  ------------  ------------ 
 
 Net assets                                        1,017         1,030         1,021 
                                            ============  ============  ============ 
 
 Equity 
 Share capital                         9               -             -             - 
 Other reserves                                      113           113           113 
 Retained earnings                                   904           917           908 
                                            ------------  ------------  ------------ 
 
 Total equity                                      1,017         1,030         1,021 
                                            ============  ============  ============ 
 

The notes on pages 10 to 20 form part of this interim report.

The interim report was approved by the Board of directors and authorised for issue on 27 September 2019 and were signed on its behalf by:

Sean Crosby

Director

STATEMENT OF CHANGES IN EQUITY (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2019

 
                             Share       Other   Retained    Total 
                           capital    Reserves   earnings   equity 
                            GBP000      GBP000     GBP000   GBP000 
 
 At 1 January 2018                -        113        905    1,018 
                         ----------  ---------  ---------  ------- 
 
 Profit for the period            -          -          3        3 
                         ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 income for the period            -          -          3        3 
                         ----------  ---------  ---------  ------- 
 
 At 30 June 2018                  -        113        908    1,021 
                         ==========  =========  =========  ======= 
 
 At 1 July 2018                   -        113        908    1,021 
                         ----------  ---------  ---------  ------- 
 
 Profit for the period            -          -          9        9 
                         ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 income for the period            -          -          9        9 
                         ----------  ---------  ---------  ------- 
 
 At 31 December 2018              -        113        917    1,030 
                         ==========  =========  =========  ======= 
 
 At 1 January 2019                -        113        917    1,030 
                         ----------  ---------  ---------  ------- 
 
 Loss for the period              -          -       (13)     (13) 
                         ----------  ---------  ---------  ------- 
 
 Total comprehensive 
 loss for the period              -          -       (13)     (13) 
                         ----------  ---------  ---------  ------- 
 
 At 30 June 2019                  -        113        904    1,017 
                         ==========  =========  =========  ======= 
 

STATEMENT OF CASH FLOWS (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2019

 
                                                     Six months    Six months 
                                                          ended         ended    Year ended 
                                                        30 June       30 June   31 December 
                                                           2019          2018          2018 
                                                    (unaudited)   (unaudited)     (audited) 
                                            Notes        GBP000        GBP000        GBP000 
 
 Cash (used in)/generated from 
  operations                                 11            (10)           (3)             8 
 Interest received                                       21,744        22,927        45,431 
 Interest paid                                         (21,697)      (22,885)      (45,361) 
                                                   ------------  ------------  ------------ 
 
 Cash flows from operating activities                        37            39            78 
                                                   ------------  ------------  ------------ 
 
 Amounts owed by group undertaking 
  - received                                             33,006        10,688        23,179 
                                                   ------------  ------------  ------------ 
 
 Cash flows from investing activities                    33,006        10,688        23,179 
 
 Borrowings repaid                                     (33,006)      (10,688)      (23,179) 
 
 Cash outflows from financing activities               (33,006)      (10,688)      (23,179) 
                                                   ------------  ------------  ------------ 
 
 Net increase in cash and cash 
 equivalents                                                 37            39            78 
 Cash and cash equivalents at beginning 
  of 
 period                                                     545           467           467 
                                                   ------------  ------------  ------------ 
 
 Cash and cash equivalents at end 
  of period                                                 582           506           545 
                                                   ============  ============  ============ 
 

NOTES (unaudited)

FOR THE SIX MONTHSED 30 JUNE 2019

   1.         Basis of preparation 

The condensed set of interim financial statements ("interim financial statements") for the six months ended 30 June 2019 are unaudited. The interim financial statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the Financial Conduct Authority and with IAS 34 as adopted by the European Union.

The comparative information presented for the year ended 31 December 2018 is not the company's financial statements for that year. Those financial statements have been reported on by the company's previous auditors. The previous auditors' opinion on those financial statements was unqualified and did not contain an emphasis of matter paragraph.

The interim financial statements should be read in conjunction with the company's financial statements for the year ended 31 December 2018 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

Use of estimates and assumptions

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing the interim financial statements, the areas of significant judgement made by management in applying the company accounting policies and the key sources of estimation uncertainty were the same as those applied to the financial statements as at and for the year ended 31 December 2018. In particular, significant judgement is required in the use of estimates and assumptions in the valuation and accounting for derivative financial instruments.

Going concern

In assessing whether the going concern basis of preparation is appropriate to adopt, the directors considered a number of factors including financial projections of the company and the level of financial support that may be available to the company by its ultimate parent, intu properties plc. In addition, investment property held by The Trafford Centre Limited, a fellow subsidiary of intu properties plc, acts as security for the financial instruments which are held in The Trafford Centre Finance Limited. The ability of the company to meet the obligations of these financial instruments is dependent upon the performance of The Trafford Centre Limited and its ability to meet its obligations to the company. In concluding that the going concern basis of preparation is appropriate the directors of the company have considered the net rental income forecasts of The Trafford Centre Limited. Based on this review the directors have concluded that it is appropriate to continue to adopt the going concern basis of accounting in preparing the entity's interim financial statements.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   2.         Accounting policies 

The accounting policies applied are consistent with those of the company's financial statements for the year ended 31 December 2018 as set out on pages 14 to 16 of that Report and Financial Statements as amended when relevant to reflect the adoption of new standards, amendments and interpretations which became effective in the period. These amendments have not resulted in any material changes to the information presented.

Taxes on income in interim periods are accrued using tax rates expected to be applicable to total annual earnings.

   3.         Operating segments 

Management have not identified separate operating segments and rely on information presented in the primary statements for decision making purposes.

   4.         Net finance income 
 
                                         Six months   Six months 
                                              ended        ended    Year ended 
                                            30 June      30 June   31 December 
                                               2019         2018          2018 
                                        (unaudited)  (unaudited)     (audited) 
                                             GBP000       GBP000        GBP000 
 
Finance income 
On amounts due from group undertaking        21,760       23,054        46,046 
 
                                             21,760       23,054        46,046 
                                        ===========  ===========  ============ 
 
Finance costs 
On borrowings                              (21,724)     (23,032)      (45,986) 
Other interest                                 (18)          (5)          (15) 
                                        -----------  -----------  ------------ 
 
                                           (21,742)     (23,037)      (46,001) 
                                        ===========  ===========  ============ 
 
Change in fair value of financial 
 instruments 
On external derivative financial 
 instruments                               (11,627)        9,728         8,844 
On derivative financial instruments 
 with 
The Trafford Centre Limited                  11,627      (9,728)       (8,844) 
                                        -----------  -----------  ------------ 
 
                                                  -            -             - 
 
Net finance income                               18           17            45 
                                        ===========  ===========  ============ 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   5.         Trade and other receivables 
 
                                           As at        As at        As at 
                                         30 June  31 December      30 June 
                                            2019         2018         2018 
                                     (unaudited)    (audited)  (unaudited) 
                                          GBP000       GBP000       GBP000 
 Current 
 Amounts owed by group undertaking        27,591       46,525       45,498 
 Less: finance costs                       (858)        (873)        (925) 
                                     -----------  -----------  ----------- 
 Net loan amount                          26,733       45,652       44,573 
 
 Accrued income and other amounts 
  due 
 from group undertaking                    7,682        8,094        8,266 
 Prepayments                                  37          373          373 
 Other receivables                            17           10            6 
                                     -----------  -----------  ----------- 
 
                                          34,469       54,129       53,218 
                                     ===========  ===========  =========== 
 
 
                                           As at        As at        As at 
                                         30 June  31 December      30 June 
                                            2019         2018         2018 
                                     (unaudited)    (audited)  (unaudited) 
                                          GBP000       GBP000       GBP000 
 
 Non-current 
 Amounts owed by group undertaking       683,767      697,838      711,357 
 Less: finance costs                     (9,403)      (9,826)     (10,261) 
                                     -----------  -----------  ----------- 
 
 Net loan amount                         674,364      688,012      701,096 
                                     ===========  ===========  =========== 
 

The amounts owed by group undertaking relate to an intercompany loan with The Trafford Centre Limited where the company's borrowings with external parties are passed to The Trafford Centre Limited. The amounts owed are unsecured and the repayment profile matches the maturity profile of the company's borrowings as The Trafford Centre Limited is required to provide funds to the company in order for it to meet its external funds obligations. The credit risk of these balances has been reviewed and there is no loss allowance recognised as it has been concluded that there is an immaterial risk of credit loss in the next 12 months. There have been no impairments on receivables or amounts written off in the year.

Interest is due on the intercompany loans at rates equal to those paid on the external debt plus additional interest of 0.01% per annum on the average principal loan amount outstanding. Interest is also due to cover any fees and costs incurred by the company.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   6.         Trade and other payables 
 
                                           As at        As at        As at 
                                         30 June  31 December      30 June 
                                            2019         2018         2018 
                                     (unaudited)    (audited)  (unaudited) 
                                          GBP000       GBP000       GBP000 
 
 Amounts owed to group undertaking            35            6            - 
 Accruals                                  7,266        7,986        7,987 
 Other payables                                -            -          143 
                                     -----------  -----------  ----------- 
 
                                           7,301        7,992        8,130 
                                     ===========  ===========  =========== 
 

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

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   7.         Borrowings 
 
                                                                         Year 
                             Interest       Final          As at     ended 31          As at 
                                 rate    maturity        30 June     December        30 June 
                                                            2019         2018           2018 
                                                     (unaudited)    (audited)    (unaudited) 
                                                          GBP000       GBP000         GBP000 
          Current 
          Secured notes: 
          Class 
          A2                 6.5%            2033         12,772       12,376         11,992 
          A4                 2.875%          2019              -       20,000         20,000 
          B                  7.03%           2029          4,929        4,764          4,604 
          D2                 8.28%           2022          9,890        9,385          8,902 
          Debt falling 
           due 
          within one year                                 27,591       46,525         45,498 
 
          Less: finance costs                              (858)        (873)          (925) 
                                                    ------------   ----------   ------------ 
 
          Net loan amount                                 26,733       45,652         44,573 
                                                    ============   ==========   ============ 
 
          Non-current 
          Secured notes: 
          Class 
          A2                 6.5%            2033        267,675      274,163        280,446 
          A3                 Floating        2035        188,500      188,500        188,500 
          B                  7.03%           2029         60,110       62,617         65,039 
          B2                 Floating        2035         20,000       20,000         20,000 
          B3                 4.250%          2024         20,000       20,000         20,000 
          D1(N)              Floating        2035         29,054       29,054         29,054 
          D2                 8.28%           2022         28,428       33,504         38,318 
          D3                 4.750%          2024         70,000       70,000         70,000 
          Debt falling 
           due 
          after one year                                 683,767      697,838        711,357 
 
          Less: finance costs                            (9,403)      (9,826)       (10,261) 
                                                    ------------   ----------   ------------ 
 
          Net loan amount                                674,364      688,012        701,096 
                                                    ============   ==========   ============ 
 
          Total borrowings                               701,097      733,664        745,669 
                                                    ============   ==========   ============ 
 
 

The fair value of borrowings as at 30 June 2019 was GBP817,110,000 (31 December 2018 GBP837,163,000(1) , 30 June 2018 GBP870,844,000(1) ).

(1) The 31 December 2018 and 30 June 2018 fair value of the D1(N) loan notes has been restated to reflect the fair value attributable to the company. This previously reflected the intu Group's net position. The impact on the 31 December 2018 and 30 June 2018 fair value of borrowings figures is an increase of GBP8,381,000 and GBP8,490,000 respectively. No financial statement line item is affected by the restatement.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   7.         Borrowings (continued) 

The maturity profile of gross debt is as follows:

 
                                      As at         As at         As at 
                                    30 June   31 December       30 June 
                                       2019          2018          2018 
                                (unaudited)     (audited)   (unaudited) 
                                     GBP000        GBP000        GBP000 
 
 Repayable within one year           27,591        46,525        45,497 
 Repayable in more than one 
  year 
 but not more than two years         29,835        28,693        27,591 
 Repayable in more than two 
  years 
 but not more than five years       174,446        87,163        89,711 
 Repayable in more than five 
  years                             479,486       581,982       594,056 
                                -----------   -----------   ----------- 
 
                                    711,358       744,363       756,855 
                                ===========   ===========   =========== 
 
 

The secured notes have the benefit of a floating charge over all of the assets and undertakings of the company and in addition are secured against The Trafford Centre Securitisation Agreements together with the benefit of a fixed legal charge over the land and buildings comprising The Trafford Centre granted by The Trafford Centre Limited, a fellow subsidiary undertaking of Intu Trafford Centre Group (UK) Limited and owner of intu Trafford Centre.

Interest on the Class A3, Class B2 and Class D1(N) secured notes whose rates are based on LIBOR plus an applicable margin has been hedged under interest rate swap contracts totalling

GBP237,554,000 (31 December 2018 GBP237,554,000, 30 June 2018 GBP237,554,000) with rates of 4.20%, 4.34% and 4.66%. The fair value of these interest rate swaps at 30 June 2019 was a liability of GBP107,495,000 (31 December 2018 GBP95,893,000, 30 June 2018 GBP95,003,000).

   8.         Derivative financial instruments 

All derivative financial instrument liabilities relate to interest rate swaps with a counterparty which are classified as held for trading. All derivative financial instrument assets relate to interest rate swap arrangements with The Trafford Centre Limited under the same terms as the interest rate swaps with the counterparty.

   9.         Share capital 
 
                                                                   GBP 
 Issued, called up and fully paid 
 At 30 June 2019, 31 December 2018 and 30 June 2018 - 2 ordinary 
  shares of GBP1 each                                                2 
                                                                   === 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   10.       Financial instruments 

The table below presents the company's financial assets and liabilities recognised at fair value at 30 June 2019, 31 December 2018 and 30 June 2018.

 
                                                             As at 30 June 2019 
                                      Level 1      Level 2  Level 3       Total 
                                       GBP000       GBP000   GBP000      GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     107,495        -     107,495 
                                     ---------  ----------  -------  ---------- 
 
 Total assets                                -     107,495        -     107,495 
                                     ---------  ----------  -------  ---------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (107,495)        -   (107,495) 
                                     ---------  ----------  -------  ---------- 
 
 Total liabilities                           -   (107,495)        -   (107,495) 
                                     =========  ==========  =======  ========== 
 
 
                                                       As at 31 December 2018 
                                      Level 1     Level 2  Level 3      Total 
                                       GBP000      GBP000   GBP000     GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     95,893        -     95,893 
                                     ---------  ---------  -------  --------- 
 
 Total assets                                -     95,893        -     95,893 
                                     ---------  ---------  -------  --------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (95,893)        -   (95,893) 
                                     ---------  ---------  -------  --------- 
 
 Total liabilities                           -   (95,893)        -   (95,893) 
                                     =========  =========  =======  ========= 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   10.       Financial instruments (continued) 
 
                                                           As at 30 June 2018 
                                      Level 1     Level 2  Level 3      Total 
                                       GBP000      GBP000   GBP000     GBP000 
 Assets 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -     95,003        -     95,003 
                                     ---------  ---------  -------  --------- 
 
 Total assets                                -     95,003        -     95,003 
                                     ---------  ---------  -------  --------- 
 
 Liabilities 
 Derivative financial instruments: 
 - Fair value through profit 
  or loss                                    -   (95,003)        -   (95,003) 
                                     ---------  ---------  -------  --------- 
 
 Total liabilities                           -   (95,003)        -   (95,003) 
                                     =========  =========  =======  ========= 
 

Fair value hierarchy

   Level 1:    Valuation based on quoted market prices traded in active markets. 

Level 2: Valuation techniques are used, maximising the use of observable market data, either directly from market prices or derived from market prices.

Level 3: Where one or more inputs to valuation are not based on observable market data. Valuations at this level are more subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models. Such testing has not indicated that any material difference would arise due to a change in input variables.

There were no transfers between Levels 1, 2 and 3 during the period.

Derivative financial instruments are initially recognised on the trade date at fair value and subsequently re-measured at fair value. In assessing fair value the company uses its judgement to select suitable valuation techniques and make assumptions which are mainly based on market conditions existing at the balance sheet date. The fair value of interest rate swaps is calculated by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for similar instruments at the measurement date. These values are tested for reasonableness based upon broker or counterparty quotes.

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   10.       Financial instruments (continued) 

Classification of financial assets and liabilities

The table below sets out the company's accounting classification of each class of financial assets and liabilities, and their fair values at 30 June 2019, 31 December 2018 and 30 June 2018. The fair values of quoted borrowings are based on the asking price. The determination of the fair values of derivative financial instruments is discussed above.

 
                                                                   Gain/(loss) 
                                            Carrying        Fair     to income 
                                               value       value     statement 
 As at 30 June 2019                           GBP000      GBP000        GBP000 
 
 Derivative financial instrument 
  assets                                     107,495     107,495        11,627 
                                          ----------  ----------  ------------ 
 
 Total assets - fair value through 
  profit or loss                             107,495     107,495        11,627 
                                          ----------  ----------  ------------ 
 
 Trade and other receivables                 708,779     824,792             - 
 Cash and cash equivalents                       582         582             - 
                                          ----------  ----------  ------------ 
 
 Total - assets - amortised cost             709,361     825,374             - 
                                          ----------  ----------  ------------ 
 
 Derivative financial instrument 
  liabilities                              (107,495)   (107,495)      (11,627) 
                                          ----------  ----------  ------------ 
 
 Total liabilities - fair value through 
  profit or loss                           (107,495)   (107,495)      (11,627) 
                                          ----------  ----------  ------------ 
 
 Trade and other payables                       (35)        (35)             - 
 Borrowings                                (701,097)   (817,110)             - 
                                          ----------  ----------  ------------ 
 
 Total liabilities - amortised cost        (701,132)   (817,145)             - 
                                          ==========  ==========  ============ 
 
 
                                                                    Gain/(loss) 
                                            Carrying         Fair     to income 
                                               value        value     statement 
 As at 31 December 2018                       GBP000       GBP000        GBP000 
 
 Derivative financial instrument 
  assets                                      95,893       95,893       (8,844) 
                                          ----------  -----------  ------------ 
 
 Total assets - fair value through 
  profit or loss                              95,893       95,893       (8,844) 
                                          ----------  -----------  ------------ 
 
 Trade and other receivables                 741,758   845,257(1)             - 
 Cash and cash equivalents                       545          545             - 
                                          ----------  -----------  ------------ 
 
 Total assets - amortised cost               742,303      845,802             - 
                                          ----------  -----------  ------------ 
 
 Derivative financial instrument 
  liabilities                               (95,893)     (95,893)         8,844 
                                          ----------  -----------  ------------ 
 
 Total liabilities - fair value through 
  profit or loss                            (95,893)     (95,893)         8,844 
                                          ----------  -----------  ------------ 
 
 Trade and other payables                        (6)          (6)             - 
                                                        (837,163) 
 Borrowings                                (733,664)          (1)             - 
                                          ----------  -----------  ------------ 
 
 Total liabilities - amortised cost        (733,670)    (837,169)             - 
                                          ==========  ===========  ============ 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHSED 30 JUNE 2019

   10.       Financial instruments (continued) 
 
                                                                    Gain/(loss) 
                                            Carrying         Fair     to income 
                                               value        value     statement 
 As at 30 June 2018                           GBP000       GBP000        GBP000 
 
 Derivative financial instrument 
  assets                                      95,003       95,003       (9,728) 
                                          ----------  -----------  ------------ 
 
 Total assets - fair value through 
  profit or loss                              95,003       95,003       (9,728) 
                                          ----------  -----------  ------------ 
 
 Trade and other receivables                 753,935   879,110(1)             - 
 Cash and cash equivalents                       506          506             - 
                                          ----------  -----------  ------------ 
 
 Total assets - amortised cost               754,441      879,616             - 
                                          ----------  -----------  ------------ 
 
 Derivative financial instrument 
  liabilities                               (95,003)     (95,003)         9,728 
                                          ----------  -----------  ------------ 
 
 Total liabilities - fair value through 
  profit or loss                            (95,003)     (95,003)         9,728 
                                          ----------  -----------  ------------ 
 
 Trade and other payables                      (143)        (143)             - 
                                                        (870,844) 
 Borrowings                                (745,669)          (1)             - 
                                          ----------  -----------  ------------ 
 
 Total liabilities - amortised cost        (745,812)    (870,987)             - 
                                          ==========  ===========  ============ 
 

(1) The 31 December 2018 and 30 June 2018 fair value of the D1(N) loan notes included in borrowings has been restated to reflect the fair value attributable to the company. This previously reflected the intu Group's net position. The impact on the 31 December 2018 and 30 June 2018 figures is an increase of GBP8,381,000 and GBP8,490,000 respectively. The same restatement is also reflected in trade and other receivables as a result of the financing arrangement with The Trafford Centre Limited. No financial statement line item is affected by the restatement.

   11.       Cash (used in)/generated from operations 
 
                                         Six months   Six months 
                                              ended        ended   Year ended 
                                            30 June      30 June  31 December 
                                               2019         2018         2018 
                                        (unaudited)  (unaudited)    (audited) 
                                             GBP000       GBP000       GBP000 
 
(Loss)/profit before tax                       (13)            3           12 
 
Remove: 
Finance income                             (21,760)     (23,054)     (46,046) 
Finance costs                                21,742       23,037       46,001 
 
Changes in working capital: 
Change in trade and other receivables           319        1,708        1,877 
Change in trade and other payables            (298)      (1,697)      (1,836) 
                                        -----------  -----------  ----------- 
 
Cash (used in)/generated from 
 operations                                    (10)          (3)            8 
                                        ===========  ===========  =========== 
 

NOTES (unaudited) (continued)

FOR THE SIX MONTHS ENDED 30 JUNE 2019

   12.       Related party transactions 

There have been no related party transactions during the period that require disclosure under Section DTR 4.2.8 R of the Disclosure Guidance and Transparency Rules or under IAS 34 Interim Financial Reporting except those disclosed elsewhere in this condensed set of interim financial statements.

   13.       Ultimate parent company 

The ultimate parent company is intu properties plc, a company incorporated and registered in England and Wales, copies of whose financial statements may be obtained from the Company Secretary, 40 Broadway, London, SW1H 0BT. The immediate parent company is The Trafford Centre Holdings Limited, a company incorporated and registered in England and Wales, copies of whose financial statements may be obtained as above. The registered office of The Trafford Centre Holdings Limited is 40 Broadway, London, England and Wales, United Kingdom, SW1H 0BT.

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

IR UBVSRKUAKUAR

(END) Dow Jones Newswires

September 27, 2019 11:00 ET (15:00 GMT)

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