Company registration number 02329014 (England and Wales)
AMI EXCHANGERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
AMI EXCHANGERS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3 - 4
Notes to the financial statements
5 - 14
AMI EXCHANGERS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities
The principal activity of the company continued to be that of the design and manufacture of heat-exchanger units and related components for marine and industrial markets.
Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P L Jackson
Mr N Welford
Auditor

In accordance with the company's articles, a resolution proposing that CK Audit be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 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.

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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

AMI EXCHANGERS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
On behalf of the board
Mr P L Jackson
Director
23 September 2024
AMI EXCHANGERS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
501,594
519,457
Current assets
Stocks
462,321
560,510
Debtors falling due after more than one year
4
860,000
-
Debtors - deferred tax
111,750
111,750
Debtors falling due within one year
4
2,421,976
2,463,565
Cash at bank and in hand
140,291
636,509
3,996,338
3,772,334
Creditors: amounts falling due within one year
5
(1,629,167)
(1,467,762)
Net current assets
2,367,171
2,304,572
Total assets less current liabilities
2,868,765
2,824,029
Creditors: amounts falling due after more than one year
6
(422,267)
(584,555)
Provisions for liabilities
(20,850)
(20,850)
Net assets excluding pension liability
2,425,648
2,218,624
Defined benefit pension liability
7
(434,000)
(447,000)
Net assets
1,991,648
1,771,624
Capital and reserves
Called up share capital
8
10,000
10,000
Profit and loss reserves
1,981,648
1,761,624
Total equity
1,991,648
1,771,624

The notes on pages 5 to 14 form part of these financial statements.

AMI EXCHANGERS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 4 -

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
Mr P L Jackson
Director
Company registration number 02329014 (England and Wales)
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information

AMI Exchangers Limited is a private company limited by shares incorporated in England and Wales. The registered office is Apex Workshops, Graythorp Industrial Estate, Hartlepool, Cleveland, TS25 2DF.

1.1
Accounting convention
The financial statements are prepared under the historical cost convention.

The financial statements are prepared in sterling, 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:

 

 

The financial statements of the company are consolidated in the financial statements of Diesel Marine International. These consolidated financial statements are available from its registered office.

The company has taken advantage of the exemption under section 400 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.

 

AMI Exchangers Limited is a wholly owned subsidiary of Diesel Marine International and the results of AMI Exchangers Limited are included in the consolidated financial statements of Diesel Marine International which are available from its registered office.

1.2
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

Revenue from contracts is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Freehold
20 to 50 years straight line
Plant and machinery
5 to 10 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.5
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.6
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.

1.7
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 include debtors 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.

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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

1.8
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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes.  The deferred tax balance has not been discounted.
1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

The company operates a contributory pension scheme, of the defined benefit type, for UK employees. The scheme is administered by trustees and is independent of the group finances. Contributions are paid to the scheme in accordance with the recommendations of an independent actuary to enable the trustees to meet from the scheme the benefits accruing in respect of current and future service.

The pension scheme’s surpluses, to the extent that they are considered recoverable, or deficits are recognised in full and presented on the face of the balance sheet net of the related deferred tax.

 

Contributions to defined contribution schemes are charged to profits as they fall due.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
1.12
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

1.13
Government grants
Grants are credited to deferred revenue. Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets. Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred.
1.14
Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
27
29
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
731,782
1,253,028
1,984,810
Additions
-
0
38,469
38,469
At 31 December 2023
731,782
1,291,497
2,023,279
Depreciation and impairment
At 1 January 2023
316,181
1,149,172
1,465,353
Depreciation charged in the year
14,742
41,590
56,332
At 31 December 2023
330,923
1,190,762
1,521,685
Carrying amount
At 31 December 2023
400,859
100,735
501,594
At 31 December 2022
415,601
103,856
519,457
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
892,018
515,128
Amounts owed by group undertakings
1,456,077
1,430,668
Other debtors
73,881
517,769
2,421,976
2,463,565
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
860,000
-
0
Deferred tax asset
111,750
111,750
971,750
111,750
Total debtors
3,393,726
2,575,315
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
5
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
164,564
166,364
Trade creditors
690,175
634,679
Amounts owed to group undertakings
250,000
250,000
Corporation tax
-
0
146,363
Other taxation and social security
25,616
19,635
Other creditors
498,812
250,721
1,629,167
1,467,762
6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
422,267
584,555

The long term loans are secured by fixed charges over the assets of the company.

Creditors which fall due after five years are as follows:
2023
2022
£
£
Payable by instalments
126,545
145,269
7
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25,398
19,980

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Defined benefit schemes

The company operates a defined benefit scheme for qualifying employees. The scheme provides benefits on a defined benefits basis. The Company currently contributes £82,000 per annum to the Scheme. The most recent triennial actuarial valuation to 30 June 2021 was completed and certified by the actuary.

 

2023
2022
Key assumptions
%
%
Discount rate
4.5
4.8
Expected rate of increase of pensions in payment
2.35
2.35
Expected rate of salary increases
2.35
2.35
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Retirement benefit schemes
(Continued)
- 12 -
Mortality assumptions
2023
2022

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
20.9
20.9
- Females
23.3
23.3
Retiring in 20 years
- Males
21.9
21.9
- Females
24.5
24.5
Amounts recognised in the profit and loss account
2023
2022
Costs/(income):
£
£
Net interest on net defined benefit liability/(asset)
20,000
17,000
Amounts recognised in other comprehensive income
2023
2022
Costs/(income):
£
£
Actual return on scheme assets
(90,000)
237,000
Less: calculated interest element
69,000
32,000
Return on scheme assets excluding interest income
(21,000)
269,000
Actuarial changes related to obligations
84,000
(706,000)
Total costs/(income)
63,000
(437,000)

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

2023
2022
Liabilities/(assets):
£
£
Present value of defined benefit obligations
1,976,000
1,888,000
Fair value of plan assets
(1,542,000)
(1,441,000)
Deficit in scheme
434,000
447,000
2023
Movements in the present value of defined benefit obligations
£
Liabilities at 1 January 2023
1,888,000
Benefits paid
(85,000)
Actuarial gains and losses
84,000
Interest cost
89,000
At 31 December 2023
1,976,000
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Retirement benefit schemes
(Continued)
- 13 -

The defined benefit obligations arise from plans which are wholly or partly funded.

2023
Movements in the fair value of plan assets
£
Fair value of assets at 1 January 2023
1,441,000
Interest income
69,000
Return on plan assets (excluding amounts included in net interest)
21,000
Benefits paid
(85,000)
Contributions by the employer
96,000
At 31 December 2023
1,542,000

The actual return on plan assets was £90,000 (2022 - £237,000).

2023
2022
Fair value of plan assets
£
£
Diversified Growth Fund
1,428,000
1,366,000
Cash
114,000
75,000
1,542,000
1,441,000
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
10,000
10,000
10,000
10,000
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Frances Clapham
Statutory Auditor:
CK Audit
Date of audit report:
23 September 2024
AMI EXCHANGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
10
Financial commitments, guarantees and contingent liabilities

The Company is party to group invoice discounting arrangements whereby a guarantee has been given in respect of fellow subsidiary invoice discounting indebtedness. As at 31 December 2023 the amount due to Lloyds Bank Commercial Finance Limited was £706,912 (2022: £570,542).

 

The Company is committed to pay £100,400 (2022: £95,630) during the forthcoming year in respect of its pension liability.

11
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
40,574
2,688
12
Parent company

The ultimate parent company is Diesel Marine International Limited, a company registered in England and Wales.

Diesel Marine International Limited prepared group financial statements and copies can be obtained from the Registrar of Companies at Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

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