The directors present the strategic report for the year ended 31 March 2024.
The company holds an investment in the share capital of Eriugena Investments Limited, a company incorporated in the United Kingdom. Eriugena Investments Limited holds investments in Eriugena Holdings Limited and indirectly in Eriugena Designated Activity Company, companies incorporated and domiciled in the Republic of Ireland.
Eriugena Designated Activity Company’s principal activity is the construction and operation of two university campus buildings at the Grangegorman campus site, Dublin 7. Eriugena Designated Activity Company entered in to a concession contract with the Minister for Education and Skills on 28 March 2018 with a term of 25 years from 25 May 2020.
There were no accounting transactions that required reporting within the company Statement of Comprehensive Income for the company in the current financial year. Accordingly, no company Statement of Comprehensive Income has been presented in these financial statements.
The group is obliged to construct the asset within the timeframe prescribed by contracts. If the timeframe is not met the group will incur financial loss. The group has mitigated this risk by entering into a contract with the construction sub-contractor, the provisions of which pass down this risk to the contractor. The group’s revenue is based on a fixed price, subject to adjustments for Harmonised Index of Consumer Prices. Therefore, profit margins are susceptible to inflation rate fluctuations. In order to manage this risk, the group has ensured that costs are fixed wherever possible.
The group’s management produce comparisons of actual cash flows against forecast cash flows from the financial model and analyse any fluctuations. The directors believe that there are no other key performance indicators that require disclosure for an understanding of the development, performance or position of the business.
In its role as a holding company there are no key performance indicators for the directors to monitor. However the holding company also takes the risk of impairment of its investment. This risk is directly related to the performance of Eriugena Designated Activity Company.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid during the year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Due to the nature of the group's business, the financial risks the directors consider relevant are interest rate risk, cash flow and liquidity risk, price risk and credit risk. The credit risk is not considered significant as the client is a quasi governmental organisation.
Cash Flow and Liquidity Risk
Many of the Cash Flow risks are addressed by means of contractual provisions. The group's liquidity risk is principally managed through financing the group by means of long term borrowings.
Price Risk
The group has entered in to various contracts which fix the amounts due under contract and therefore there is minimal volatility expected in respect of forecast costs.
Credit Risk
The group was not exposed to the risk of late payment of debts during the financial year as revenue represents the capitalised cost of construction and associated costs and therefore is not currently exposed to credit risk.
There were no significant events affecting the group or company since year end.
The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of EIH PPP Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
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 group and parent 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 group's and parent 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.
Other information
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 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
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.
We assessed the risks of material misstatement of the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide the basis for our opinion. We planned and conducted our audit so as to obtain reasonable assurance of detecting any material misstatements in the financial statements resulting from irregularities or fraud.
All engagement team members were briefed on relevant laws and regulations and potential fraud risks at the planning stage of the audit. However, the primary responsibility for the prevention and detection of fraud rests with the directors.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and company focusing on provision of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
FRS 102;
The Companies Act 2006; and
UK Corporation taxes legislation.
We gained an understanding of how the group and company is complying with these laws and regulations by making enquires of management and those charges with governance. We corroborated these through our review of any relevant correspondence with regulatory bodies and board meetings minutes.
We assessed the susceptibility of the group and company’s financial statements to material misstatement, including how fraud might occur by meeting with management and those charged with governance where it was considered there was a susceptibility to fraud. This evaluation also considered how management and those with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk.
The following procedures were performed to provide reasonable assurance that the financial statements were free material fraud and error;
Reviewing minutes of meetings of those charged with governance;
Reviewing the level of reasoning behind the group and company’s procurement of legal and professional services; and
Performing audit work procedures over the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias.
There are inherent limitations in the audit procedures described above and the further removed non‑compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our 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.
All the activities of the group are from continuing operations.
There are no gains or losses for the current period other than the loss as stated above.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
The notes on pages 15 to 27 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was €nil (2023: €nil).
The notes on pages 15 to 27 form part of these financial statements.
EIH PPP Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.
The company holds an investment in the share capital of Eriugena Investments Limited, a company incorporated and domiciled in England (registration number 11033966).
These financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed further in the accounting policies.
There were no accounting transactions that required reporting within the Statement of Comprehensive Income for the company in the current period.
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €'000.
The financial statements are prepared on a going concern basis, under the historical cost convention.
The 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 for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
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;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company EIH PPP Limited together with all entities controlled by the parent company, its subsidiaries.
All financial statements are made up to 31 March 2024.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group has net assets at 31 March 2024 of €381,000 (2023: net liabilities of €887,000). The directors have reviewed the budget for the foreseeable future and have considered the projected cash flows based on the contractual receipts and payments of cash by reference to a financial model covering accounting periods up to March 2045. They project that the loan covenant terms will be met until the loan is repaid in full.
Having considered the risks and uncertainties of the business, their projections for the future performance of the company, and the current uncertain economic environment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Turnover represents the fair value of construction services incurred in order to recognise a Financial Asset in accordance with FRS 102 Section 34c. The group recognises revenue on the gross cost of construction incurred including other fees associated in the mobilisation of the concession.
The project agreement with The Minister for Education and Skills provides for the charging of a unitary fee from the date of Service Comment are made available until the end of the service delivery agreement. The unitary fee is fixed subject to performance and inflation indexation. During the construction phase, construction costs incurred are recorded as cost of sales. Turnover is also recognised in relation to the construction work performed at fixed margin. The turnover recognised is included within the 'financial asset' described below. If construction costs are forecast to exceed amounts which can be subsequently recovered, a loss is recognised as soon as this is foreseen. Amounts recoverable on long-term contracts, which are included in debtors, represent future amounts due over the life of the service delivery contract for the fair value of the construction work on the housing units. This financial asset comprises the construction turnover recognised up to the balance sheet date, other directly attributable costs, interest on loan facilities used to finance the construction less amounts collected to date. Interest is recorded on the financial asset at a constant rate based on the carrying amount. The unitary fee charged is split between services provided (which is recorded as turnover), collection of the financial asset, payment of interest on the financial asset and deferred income. Turnover in relation to both construction and services provided is recorded net of VAT and arises entirely in Ireland.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
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.
The group is accounting for the concession asset as a Financial Asset as defined by FRS 102 section 34c. The Financial Asset is accounted for based on the fair value of the construction and directly associated services provided. The group recognises interest receivable on this asset over the life of the project.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price and subsequently at amortised cost, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as non-current liabilities.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Transactions in currencies other than euros 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.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Impairment of assets
Where there is objective evidence that recoverable amounts of an asset is less than its carrying value the carrying amount of the asset is reduced to its recoverable amount resulting in an impairment loss. Impairment losses are recognised immediately in the profit and loss account. Where the circumstances causing an impairment of an asset no longer apply, then the impairment is reversed through the profit and loss account.
Provisions and liabilities
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Profit and Loss Account in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:
ii) Deferred taxation
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Judgement is required in the case of the recognition of deferred taxation assets, the directors have to form an opinion as to whether it is probable that the deferred taxation asset recognised is recoverable against future taxable profits arising. This exercise of judgement requires the directors to consider forecast information over a long time horizon having regard to the risks that the forecasts may not be achieved and then form a reasonable opinion as to the recoverability of the deferred taxation asset.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Accounting for the service concession contract and finance debtors requires estimation of service margins, finance debtor interest rates and associated amortisation profile which is based on forecast results of the contract.
The group makes judgements on the recoverability of the amounts recoverable on long term contracts, based on the receipt of the unitary fee in accordance with the contractual payment mechanisms contained in the project agreement with Eriugena Designated Activity Company's client, Dublin City Council.
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the Republic of Ireland.
The group and company had no employees during the year and directors received no emoluments.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The company's investment represents its 100% shareholding in Eriugena Investments Limited. Eriugena Investments Limited holds its own investment in Eriugena Holdings Limited, which holds 100% of the share capital in Eriugena Designated Activity Company. Eriugena Investments Limited is a limited company incorporated in the United Kingdom and Eriugena Holdings Limited and Eriugena Designated Activity Company are companies incorporated in the Republic of Ireland.
Eriugena Designated Activity Company’s principal activity is the construction and operation of two university campus buildings at the Grangegorman campus site, Dublin 7. Eriugena Designated Activity Company entered in to a concession contract with The Minister for Education and Skills on 28 March 2018 with a term of 25 years from completion of construction.
Bank loans comprise of a term loan with the European Investment Bank. The company has drawn down €109,871,987 of term loan. The term loan expires on 31 March 2043.
The company entered into a Noteholder Purchase Agreement with the Noteholders on 28 March 2018. The company has drawn €114,344,439 of loan notes. The Loan Notes expire on 31 March 2045.
Noteholders comprise the following entities:
HDI Lebensversicherung AG
neue leben Lebensversicherung Aktiengesellschaft
PB Lebensversicherung Aktiengesellschaft
TARGO Lebensversicherung AG
neue leben Pensionskasse Aktiengesellschaft
HDI Pensionskasse AG
Sun Life Assurance Company of Canada
Issue costs of €2,524,000 were incurred for both EIB and the Noteholder Purchase Agreement and are being amortised over the life of the debt using the effective interest rate of the debt. The residual balance of the issue costs and accumulated interest as at 31 March 2024 was €3,236,000 (2023: €3,326,000).
The company entered into a Loan Note Agreement with Dalmore Capital 28 GP Limited on 28 March 2018. The company has drawn €31,236,580 of loan notes. The Loan Notes expire on 31 March 2045. Issue costs are being amortised over the life of the Loan Note using the effective interest rate of the debt. The residual balance of the issue costs and accumulated interest as at 31 March 2024 was €3,645,000 (2023: €3,792,000).
The Bank Loans and Loan Notes are secured over the assets of the company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The Ordinary shares have been translated in to Euro at the balance sheet date of 31 March 2024 using the spot exchange rate.
The company has only one class of Ordinary shares. The holders of the Ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
Retained earnings records retained earnings and accumulated losses.
There were no significant events affecting the group or company since year end.
The immediate parent undertaking of the company is Euro II PPP Platform Limited Partnership, whose ultimate parent undertaking and ultimate controlling party, is Dalmore Intermediate Limited.
The registered office of Dalmore Intermediate Limited is 1 Park Row, Leeds, England, LS1 5AB.