Registered number: 11539817
GLENHAWK PROPERTY FINANCE LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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GLENHAWK PROPERTY FINANCE LTD
REGISTERED NUMBER: 11539817
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
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Debtors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Mr G Harrington
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The notes on pages 2 to 7 form part of these financial statements.
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Glenhawk Property Finance Ltd is a private company, limited by shares, and incorporated in England and Wales. The company registration number is 11539817 and the registered office is 2nd Floor Mutual House, 70 Conduit Street, London, England, W1S 2GF.
The principal activity of the company is to provide short term bridging finance secured against UK properties. it originates and sells the loans to the three special purpose vehicles listed below to achieve this.
In addition, the company has entered into agreements, with three special purpose vehicles ("SPV") called Glenhawk Funding 1 Limited ("GF1"), Glenhawk Funding 2 Limited ("GF2") and Glenhawk Funding 3 Limited ("GF3") to sell all qualifying loans that the company originates to these SPVs. The company retains no residual beneficial interest in the loans it sells down to GF1, GF2 and GF3 (collectively 'the SPVs'). GF3 was incorporated in December 2023 whilst GF1 ceased trading in March 2024.
In exchange for the sales of these qualifying loans, the company receives income in the form of both a share of the residual profits of GF1, GF2 and GF3 and servicing fees for managing the loans which have been sold. These residual profits are referred to as "Deferred Consideration" and are included within other income. This is via a separate agreement with the SPVs and all income in the year related to these qualifying loans.
The company is regulated by the Financial Conduct Authority ("FCA") in respect of the regulated lending activities that it conducts in the UK.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in sterling, the functional currency, rounded to the nearest £1.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The directors have considered that there will not be any material impact on trading over the course of the next twelve months.
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the directors' report and accounts.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably using the loan book value held in each SPV;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Other income is comprised of distribution income receivable from Glenhawk Funding 1 Limited, Glenhawk Funding 2 Limited and Glenhawk Funding 3 Limited. These amounts relate to Deferred Consideration receivable as a result of the company originating and selling short term bridging loans to these SPVs. Deferred Consideration is calculated on a monthly basis in line with the SPVs' payment waterfall. An additional amount is accrued into the statement of comprehensive income such that the SPVs retain a specified amount of profit before tax per month. The SPVs have been consolidated into Glenhawk Group Limited's financial statements in accordance with FRS 102 S9.11.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Management considers that their use of estimates, assumptions and judgements in the application of the Company's accounting policies are inter-related and therefore discuss them together below with the major sources of estimation uncertainty and significant judgements separately identified.
The following are critical judgements, apart from those involving estimations that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Derecognition of the Mortgage Portfolio
As part of the agreements with Glenhawk Funding 1 Limited, Glenhawk Funding 2 Limited and Glenhawk Funding 3 Limited (henceforth known as 'GF1, GF2 and GF3 respectively), all qualifying loans that have been originated by the Company have had their beneficial interest sold. Management have determined that the criteria for the derecognition of financial assets as set out in FRS 102 "paragraph 11.33" have been met; in particular, that the Company has transferred substantially all the risks and rewards of ownership to another entity.
Rewards
Interest receivable on the loans which have been sold is not physically retained by the Company, rather it is transferred to GF1, GF2 and GF3 in line with the underlying facility agreements. Further, Deferred Consideration is received by the Company in return for the transfer of the beneficial interest of loans which have been originated. The return of Deferred Consideration is not wholly dependent on the direct performance of the underlying loans, the beneficial interests of which, have been sold, rather it is dependent on the performance of each SPV as whole. As such, the rewards that the Company is entitled to are too remote to state that the rewards of ownership are held by the Company and the key judgement is therefore that the rewards of ownership have transferred to the SPVs.
Risks
There exist provisions within the agreements where the Company will be obliged to repurchase loans which have been transferred, however, the Company has entered into an agreement with Glenhawk Financial Services Limited, the immediate parent company, and Glenhawk Holdings Ltd, a fellow group company, whereby the ultimate credit risk of the SPV loan book has and will continue to be borne by these entities. It is therefore the case that the substantial risks of ownership of the loans have been transferred to these entities.
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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The average monthly number of employees, including directors, during the year was 2 (2023 - 2).
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Amounts owed by group undertakings
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Financial Risk Management
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The Company's board reviews and agrees policies for managing risks arising on the Company's financial instruments. The Company has limited liquidity, capital and market risk by virtue of these being managed by other Group entities.
(i) Credit risk management
Management have assessed the underlying credit risk on the qualifying loans originated by the Company whose beneficial interest has been sold to the SPVs. The Company has entered into an agreement with Glenhawk Financial Services Limited and Glenhawk Holdings Ltd whereby the ultimate credit risk of the SPV loan book has and will continue to be borne by these entities.
The maximum exposure these group entities have to credit risk in relation to the regulated loans originated by the Company as at the balance sheet date is £65,337,242 (2023: £58,569,135).
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Related party transactions
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Glenhawk Property Finance Ltd is a subsidiary company and included in the group financial statements of Glenhawk Group Limited. Glenhawk Property Finance Ltd has taken advantage of exemption contained in FRS 102 "paragraph 1AC.35" and has not therefore disclosed transactions and balances with the parent company and subsidiaries of the parent companies.
During the year, servicing fees totalling £30,512, £751,576 and £218,476 were received from Glenhawk Funding 1 Limited, Glenhawk Funding 2 Limited and Glenhawk Funding 3 Limited respectively (2023: £12,282, £279,783 and £nil respectively), all being Special Purpose Vehicles included within the consolidated financial statements of the immediate parent.
During the year, deferred consideration totalling £120,253 and £71,889 were received from Glenhawk Funding 1 Limited and Glenhawk Funding 3 Limited (2023: £259,513 and £Nil respectively), both being Special Purpose Vehicles included within the consolidated financial statements of the immediate parent.
Transactions in the year have led to balances of £Nil, £22,861 and £16,159 being due from Glenhawk Funding 1 Limited, Glenhawk Funding 2 Limited and Glenhawk Funding 3 Limited respectively (2023: £43,610, £24,957 and £Nil due from the respective entities). These amounts are unsecured, interest free and are payable in line with the facility's priority of payments.
Employee costs for servicing the qualifying loans and the audit fee of Glenhawk Property Finance Ltd is borne by the immediate parent company.
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GLENHAWK PROPERTY FINANCE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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Parent entity and controlling party
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The immediate parent company is Glenhawk Financial Services Limited, a company incorporated in England and Wales, with a registered office of 2nd Floor Mutual House, 70 Conduit Street, London, England, W1S 2GF.
The ultimate parent company of Glenhawk Group Limited is GLEU GHK S.a.r.l, a company incorporated in Luxembourg.
The ultimate controlling party is Marc Lasry by virtue of their controlling interest in the ultimate parent company.
The auditors' report on the financial statements for the year ended 30 September 2024 was unqualified.
The audit report was signed on 21 January 2025 by Tasneem Bharmal FCCA (Senior statutory auditor) on behalf of MHA.
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