Company registration number 11007935 (England and Wales)
RGLD UK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
RGLD UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr W Heissenbuttel
Mr P Libner
Mr R Shefman
Secretary
SISEC Limited
Company number
11007935
Registered office
21 Holborn Viaduct
London
EC1A 2DY
Auditor
Ernst & Young LLP
Bedford House
22 Bedford Street
Belfast
Northern Ireland
BT2 7DT
RGLD UK HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income/(expense)
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 17
RGLD UK HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report of RGLD UK Holdings Limited (the "company") for the year ended 31 December 2023.
Review of the business
As the company acts as a holding company and has not traded during the year the directors do no believe that it is appropriate or relevant to produce a review of the business.
Principal risks and uncertainties
As the company only acts as a holding company and did not trade during the year the directors do not consider there to be any principal risks or uncertainties facing the company.
Key performance indicators
As the company only acts as a holding company and did not trade during the year the directors do not consider there to be any key performance indicators used by the management to assess the performance of the entity.
Directors' Statement of compliance with duty to promote the success of the company
The company forms part of the Royal Gold Inc group of companies (Royal Gold Group). The Royal Gold Group's principal activities are the acquisition and management of precious metal streams and royalties. The company acts as a non-trading intermediate holding company and its activities are aligned to the strategy and risk management and control frameworks of the Royal Gold Group.
The directors of the company are committed to lead and direct the affairs of the company in order to promote the long-term sustainable success of the company, generating value for its shareholder and ensuring sound and prudent management of the firm. The directors of the company consider that, both individually and collectively, they have acted in a way, in good faith, that would most likely promote the success of the company, for the benefit of its members (s.172(1)), also having regard to the long-term consequences of any decisions taken (172(1)(a)). Distributions to the company's shareholder are only considered after a full assessment of the capital adequacy and the company's ability to continue as a going concern into the foreseeable future to ensure investment in the future growth of the company, balanced with stable and sustainable returns to the shareholder.
Section 172(1)(b)-(e) do not apply to the company in its capacity as a non-trading intermediate holding company for the Royal Gold Group, as it does not have employees, clients or suppliers.
This report was approved by the board and signed on its behalf by:
Mr P Libner
Director
21 June 2024
RGLD UK HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company is that of a holding company.
Results and dividends
The loss for the financial year ended 31 December 2023 amounted to $40,468 (2022: $39,007).
No interim dividends were paid during the year (2022: none). The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr W Heissenbuttel
Mr P Libner
Mr R Shefman
Financial instruments
Finance Risk Management
As the company only acts as a holding company and did not trade during the year the directors do not consider there to be any financial risks facing the company.
Post reporting date events
On the 17th June 2024 the company issued a further 1000 $1 shares to its parent company for consideration of $150,000.
Future developments
The company is expected to remain as a holding company for the foreseeable future.
Auditor
In accordance with the company's articles, a resolution proposing that Ernst & Young LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going Concern
The directors are required to consider the availability of resources to meet liabilities as they fall due for the foreseeable future.
In considering going concern, the directors have prepared cash flow forecasts through to 30 June 2025 including assumptions on downsides and adverse events.
After making enquiries, and having taken into consideration the above factors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence to 30 June 2025. Accordingly, they continue to adopt the going concern in preparing the financial statements.
RGLD UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
This report was approved by the board and signed on its behalf by:
Mr P Libner
Director
21 June 2024
RGLD UK HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable United Kingdom 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 company financial statements in accordance with Financial Reporting Standard FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (“FRS 102”). 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 in accordance with Section 10 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance;
state whether application UK Accounting Standards including FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the company 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.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic report and Directors’ report that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.
RGLD UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RGLD UK HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of RGLD UK Holdings Limited for the year ended 31 December 2023 which comprise the Profit and Loss Account, the Statement of Comprehensive income/(expense), the Balance Sheet, the Statement of changes in equity and the related notes 1 to 13, 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
give a true and fair view of the company’s affairs as at 31 December 202 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor’s 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 UK, including the FRC’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.
Conclusions relating to going concern
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 to 30 June 2025.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
RGLD UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RGLD UK HOLDINGS LIMITED
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
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 year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and Directors’ report and have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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 Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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 auditor’s 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.
RGLD UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RGLD UK HOLDINGS LIMITED
- 7 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, the Companies Act 2006, the Companies (Miscellaneous Reporting) Regulations 2018) and the relevant direct and indirect tax compliance regulations in the United Kingdom. The Company also complies with laws and regulations relating to its operations, general data protection regulation (‘GDPR’), the Bribery Act 2010 and anti-money laundering legislation.
We understood how the company is complying with those frameworks by making enquiries of management to understand how the company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries through review of the following documentation: all minutes of board meetings held during the period and any relevant correspondence with local tax authorities.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the controls that the company established to address risks identified by the company or that otherwise seek to prevent, deter or detect fraud. We gained an understanding of the entity level controls and policies that the company applies.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations identified above. Our procedures involved testing of journal entries, with a focus on journals indicating large or unusual transactions or meeting our defined risk criteria based on our understanding of the business and enquiries with management.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 auditor's 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.
Neil Warnock (Senior statutory auditor)
for and on behalf on Ernst & Young LLP, Statutory Auditor
Belfast
24 June 2024
RGLD UK HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
31 December
31 December
2023
2022
Notes
$
$
Administrative expenses
(40,468)
(39,007)
Loss before taxation
(40,468)
(39,007)
Tax on loss
5
Loss for the financial year
(40,468)
(39,007)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 17 form part of these financial statements.
RGLD UK HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME/(EXPENSE)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
31 December
31 December
2023
2022
$
$
Loss for the year
(40,468)
(39,007)
Other comprehensive income
-
-
Total comprehensive income for the year
(40,468)
(39,007)
The notes on pages 12 to 17 form part of these financial statements.
RGLD UK HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
31 December
31 December
2023
2022
Notes
$
$
$
$
Fixed assets
Investments
6
1,348,120,086
1,348,120,086
Current assets
Cash at bank and in hand
17,861
58,329
Net current assets
17,861
58,329
Net assets
1,348,137,947
1,348,178,415
Capital and reserves
Called up share capital
8
1,000
1,000
Share premium account
9
1,346,419,086
1,346,419,086
Capital contribution reserve
10
1,797,336
1,797,336
Profit and loss reserves
11
(79,475)
(39,007)
Total equity
1,348,137,947
1,348,178,415
The financial statements were approved by the board of directors and authorised for issue on 21 June 2024 and are signed on its behalf by:
Mr P Libner
Director
Company Registration No. 11007935
The notes on pages 12 to 17 form part of these financial statements.
RGLD UK HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Called Up share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total equity
$
$
$
$
$
Balance at 1 January 2022
1,000
1,346,419,086
1,797,336
1,348,217,422
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
-
-
(39,007)
(39,007)
Balance at 31 December 2022
1,000
1,346,419,086
1,797,336
(39,007)
1,348,178,415
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
-
-
(40,468)
(40,468)
Balance at 31 December 2023
1,000
1,346,419,086
1,797,336
(79,475)
1,348,137,947
The notes on pages 12 to 17 form part of these financial statements.
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
RGLD UK Holdings Limited (the "company") is a private limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 21 Holborn Viaduct, London, EC1A 2DY.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 4 'Statement of Financial Position' paragraph 4.12(A)(iv);
Section 3 'Financial Statement Presentation' paragraph 3.17(d);
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Royal Gold, Inc. These consolidated financial statements are available from its registered office, 1144 15th Street, Suite 2500, Denver, CO 80202.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
RGLD UK Holdings Limited is a wholly owned subsidiary of Royal Gold Inc. and the results of RGLD UK Holdings Limited are included in the consolidated financial statements of Royal Gold Inc., a company incorporated in Colorado USA.
1.2
Going concern
The directors are required to consider the availability of resources to meet liabilities as they fall due for the foreseeable future.true
In considering going concern, the directors have prepared cash flow forecasts through to 30 June 2025 including assumptions on downsides and adverse events.
After making enquiries, and having taken into consideration the above factors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence to 30 June 2025. Accordingly, they continue to adopt the going concern in preparing the financial statements.
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Fixed asset investments
On 15 May 2018, the company acquired investments in RGLD Gold AG and Royal Gold Corporation from its immediate parent undertaking, Royal Gold International Holdings Inc. The common control transaction was satisfied by share for share exchange. Group reconstruction relief has been applied and therefore the cost of investment in subsidiary undertakings is recorded at the nominal value, being the previous cost of investment recorded by the investors former parent company prior to the group reconstruction taking place.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which includes amounts owed by group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Foreign exchange
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Cost and recoverability of investments
The Company assesses at the end of each reporting period whether there is objective evidence of an impairment review trigger. Where an impairment trigger is identified then an impairment review is performed using a discounted cashflow that is applied to approved management forecasts.
3
Auditor's remuneration
31 December
31 December
2023
2022
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
27,400
29,809
4
Employees
The company has no employees other than the directors, who did not receive any remuneration (2022: $Nil).
2023
2022
Number
Number
Total
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
5
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
31 December
31 December
2023
2022
$
$
Loss before taxation
(40,468)
(39,007)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(9,510)
(7,411)
Unrecognised deferred tax
9,510
7,411
Taxation charge for the year
-
-
The company has unitilised tax losses carried forward of $135,078 (2022: $94,610)
The company has not recognised a deferred tax asset as it is not considered likely that the company will generate profits against which the temporary differences can be utilised
6
Fixed asset investments
31 December
31 December
2023
2022
Notes
$
$
Investments in subsidiaries
7
1,348,120,086
1,348,120,086
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
RGLD Gold AG
Alpenstrasse 6 6004 Luzern Switzerland
Management of precious metal streams
Ordinary
100.00
Royal Gold Corporation
220 Bay Street, Suite 500, Toronto, Ontario, M5J 2W4, Canada
Management of precious metal streams
Ordinary
100.00
8
Share capital
31 December
31 December
31 December
31 December
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1 each
1,000
1,000
1,000
1,000
RGLD UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
9
Share premium account
The share premium account represents the consideration received on the issue of shares in the Company in excess of the nominal value of those shares, net of share issues costs, bonus issues of shares and any subsequent capital reductions.
10
Capital contribution reserve
The capital contribution reserve represents contributions received from shareholders that have been recognised directly in equity.
11
Profit and loss reserves
The profit and loss account represents the accumulated profits, losses and distributions of the company.
12
Events after the reporting date
On the 17th June 2024 the company issued a further 1000 $1 shares to its parent company for consideration of $150,000.
13
Ultimate controlling party
The immediate parent company is Royal Gold International Holdings and the ultimate controlling party is Royal Gold Inc, both companies incorporated in the United States of America. The largest and smallest group that these financial statements are consolidated into is Royal Gold Inc.
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