Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2021
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The Directors present their strategic report in relation to Perenna FFL PLC (the “Company” or “Perenna”) for the year ended 31 December 2021.
Strategy
Perenna is in the process of applying for Part 4A permissions for a banking licence from the UK banking regulators (the Prudential Regulation Authority and the Financial Conduct Authority). Perenna is creating the UK’s first covered bond bank based on the successful German Pfandbrief and Danish mortgage bank models. Our platform provides the financial infrastructure for pension funds and insurance companies to invest in the mortgage market in scale as they do in Europe and the US. Mortgages will be fully funded in the capital markets through both covered bond issuances and off-balance sheet forward-flow structures. Mortgage market The UK mortgage market is very large and is dominated by the large high street banks which offer almost exclusively short-term fixed rate mortgages which force borrowers to regularly refinance. Refinancing is costly, time-consuming and stressful. Borrowers may find themselves paying a much higher rate when they do refinance or become stuck on a high variable rate if they cannot because their circumstances have changed. Rapidly rising inflation, increasing interest rates and a looming cost of living crisis makes this an unstable and potentially unsustainable model. Target borrower groups The Company will target several very large under-served market segments:
∙First time buyers.
∙Later life borrowers.
∙Borrowers who want financial certainty and protection against future interest rate rises.
First time buyers (and home movers) face serious affordability challenges and many cannot borrow the amount needed to purchase the property they require (despite being able to afford the payments) because of the interest rate stress tests on short term mortgages which strictly limit the amount that can be borrowed. Later life borrowers are a very large group which is generally excluded from the mortgage market because of its variable rate nature. They are high quality borrowers with defined benefit pension plans and a lot of equity in their properties. They have a need to access mortgage credit in large amounts but few suitable products are available. Our product Perenna’s cornerstone product will help solve these issues. It will be a fully flexible, 30 year, fixed for life mortgage. Borrowers will have the option to refinance when it suits them or they can choose to keep their rate for the full term. It protects against future interest rate rises and allows a larger loan amount than is possible with a short term mortgage because there is no requirement to ensure affordability at much higher interest rates as the rate will never change. For many, the product will unlock their home ownership dream. There is no age limit for our borrowers. They simply need to be able to afford the monthly payments. Flexible 30 year fixed rate mortgages are overwhelmingly the most popular mortgage product in countries where they are offered such as the US and Denmark. Our focus is on a fully flexible and customer-centric product allowing borrowers to better manage their financial positions. Our mortgages will be portable and can be moved to a new property. They will also be transferable and intergenerational, meaning that a property can be transferred with the mortgage attached.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
Technology
Technology in the UK mortgage market is legacy, inflexible and dated. It leads to slow decision times and a very poor user experience and borrower experience. Perenna is building a scalable digital platform without the legacy constraints of the incumbent banks:
∙We use the latest existing technology connected through a single cloud database enabling a low-click customer experience and rapid mortgage decisions.
∙Our mortgage servicing platform will be available to other lenders on a “mortgage as a service” basis to replace their existing platforms.
Risk management framework
Once operational, Perenna will maintain an appropriate risk profile consistent with supporting the business objectives of the bank to be. In order to manage this risk profile, Perenna has established a Risk Management Framework (“RMF”) which defines our approach to managing and controlling the risks to which to which the bank is exposed to. The RMF defines the structure within which we identify, assess, manage, monitor and report potential and crystalised risk exposure. Central to our risk management strategy and our operating model is the application of the three lines of defence model. The first line of defence is the commercial, business, and operational functions, whilst the second line is the Risk and Compliance function, and third line is Internal Audit. The RMF provides the Board with the ability to set risk appetite which will support profitable business development within acceptable tolerances. Key risks to which Perenna will be exposed to once a bank: Strategic risk The risk to earnings and profitability arising from strategic decisions, changes in the external environment, improper implementation of decisions or lack of responsiveness to changes in business conditions. Credit risk Credit risk is defined as the risk of loss resulting from the failure of customers or counterparties to meet their financial obligations to Perenna. Market risk The risk to capital or earnings arising from adverse changes in the value of Perenna’s on and off-balance sheet financial positions due to fluctuations in financial market variables including, but not limited to, interest rates, credit spreads and FX. Liquidity & funding risk The risk that Perenna is unable to meet its liabilities as they fall due, or that it does not have sufficiently stable and diverse sources of funding to support its business activities. Capital risk The risk that Perenna has insufficient capital to support its normal business activities and to meet its regulatory capital requirements in both normal and stressed environments.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
Technology & Operational Risk
Technology & Operational risk is defined as the risk of loss resulting from inadequate or failed processes or technology, people / human factors, or from external events (such as cyber attacks). Conduct & Compliance Risk Conduct & Compliance risk is defined as the risk of loss to Perenna and / or detriment to customers, counterparties or market integrity arising from poor judgement, behaviour or errors in the execution of the business strategy – including negligent conduct and non-compliance with legal or regulatory obligations. Model Risk Model risk is defined as the risk of loss or adverse outcome arising from decisions principally based on the output of models, due to weaknesses or failures in the development, implementation, inputs or use of a model.
The Board (once a bank) will have an appropriate number of independent non-executive directors with relevant experience, which provides the skills and experience needed to govern and oversee the development of the proposed business model. In order to fully harness this depth of experience, we have created a governance structure as follows:
Board
To enable it to provide the appropriate governance and oversight expected of a regulated bank, the Board has established, and has regard to advice from, a number of sub-committees and the Executive Committee.
Each of the Board sub-committees deals with specific areas of the Bank’s activities, summarised below. Each of these has a chair, clear terms of reference with delegated authorities and meets regularly.
Board Risk Committee
The Board Risk Committee is responsible reviewing the Bank’s adherence to risk appetite and the attendant control environment established
Board Audit Committee
The Board Audit Committee is responsible for monitoring the integrity of the Bank’s financial statements and the adequacy of the work performed by its external auditors. It will also monitor and ensure the safeguarding of the independence of the internal audit function.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
Board Remuneration Committee
The Board Remuneration Committee is responsible for ensuring that the Board and executive committee retain an appropriate structure, size and balance of skills to support the strategic objectives and values of the Bank. This covers remuneration structure and policy.
Board Nominations Committee
The Board Nominations Committee is responsible for ensuring that the Board and executive committee retain an appropriate structure, size and balance of skills to support the strategic objectives and values of the Bank. This covers appointments and termination, and succession planning
Executive Committee
The Executive Committee is responsible for overseeing the running and operation of the Bank, including the development of the Bank’s culture, monitoring business performance against key financial objectives, and ensuring business processes and controls align with the risk appetite approved by the Board. The Executive Committee delegates aspects of its responsibilities to the Assets & Liabilities Committee, Enterprise Risk Committee, Marketing & Product Committee, and the Credit Risk Committee (of which is supported by a Transactional Credit Committee).
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the period ended 31 December 2021.
The directors who served during the period were:
The directors are responsible for preparing 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 elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £5,797,708.
The directors do not recommend payment of a dividend.
Over time, the Company intends to introduce a diverse suite of mortgage products across the interest rate duration and LTV spectrums. We will also consider other asset classes such as buy to let.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
As a new bank applicant set up to meet the requirements of underserved borrower segments, we understand that long term success for all stakeholders is possible only with a mission focused, customer centric business proposition. As we have built up our business model, we have actively engaged with all relevant business participants, including potential borrowers, to ensure that we meet needs consistently, with uncompromisingly high service standards, and always in a fair and transparent manner. The board and management teams are completely aligned with this perspective.
In order to create the business model that best fits our vision, we aim to build strong, collaborative relationships with all our suppliers to enable them to understand the environment in which we operate and the consumer-focused approach that we take so that they can most effectively partner with us. In turn, this allows us to best understand, quantify and manage any outsourcing risks present in our model and to ensure the appropriate level of operational resilience.
There have been no significant events affecting the Company since the year end.
The auditors, Warrener Stewart, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERENNA FFL PLC
We have audited the financial statements of Perenna FFL PLC (the 'Company') for the period ended 31 December 2021, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERENNA FFL PLC (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERENNA FFL PLC (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low. We reached this conclusion after consideration of the following:
∙a clear segregation between senior management, finance management and operations staff resulting in a high level of review control;
∙a high level of review of key performance and similar indicators;
∙a high level of informed management within senior and finance management; and
∙the general absence of individuals with opportunity and authority to override controls undetected;
We designed our audit procedures to respond to identified risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:
∙review of control accounts and journal entries for large, unusual or unauthorised entries;
∙analytical review of the detailed profit and loss account for variances that are either unexpected or felt not to be in accordance with our understanding of the business during the year;
∙obtaining and reviewing for completeness a list of entities and persons considered to be related parties (as defined by Financial Reporting Standard 102) and reviewing the ledgers of the Company for previously unreported related party transactions; and
∙review of transactions and journals for any indication of fraud or management override
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to material misstatement in the financial statements or non-compliance with regulation. This risk increases the more the compliance with a law or regulation is removed from the events and transactions reflected in the financial statements as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring because of fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERENNA FFL PLC (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Harwood House
43 Harwood Road
SW6 4QP
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
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STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Perenna FFL PLC is a public limited company incorporated in England. The registered office address is 20 Eastbourne Terrace, London, W2 6LG.
The principal activity of the company is that of software development.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company made a loss after tax for the year ended 31 December 2021 of £5,797,708 resulting in a balance sheet deficit of £5,747,708 at the balance sheet date. The company is currently undertaking systems development and obtaining regulatory approvals and once this is complete the directors expect the company to start lending and be placed on the road to profitability.
The company remains assured of the financial support provided by the parent company. The directors have received confirmation that the parent company will continue to support the company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due for a period of at least twelve months from the date of these financial statements. In light of the above and after taking into account all information that could reasonably be expected to be available, the directors are confident that the company will continue in operational existence for the foreseeable future, and that the going concern basis is appropriate for the preparation of the company's financial statements. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods. Critical accounting estimates and assumptions are as follows; (i) Useful economic lives of tangible assets The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. (ii) Impairment of receivables The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
On incorporation, 500,000,000 ordinary shares were issued at a nominal value of £0.0001 each.
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £225,786. Contributions totalling £32,661 were payable to the fund at the reporting date and are included in creditors.
The immediate parent company is Perenna Group Limited, a company incorporated in England.
In the opinion of the directors there is no ultimate controlling party.
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