|
CWBC FINANCE (BP1) LIMITED
Registered number: 04610767
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
CWBC FINANCE (BP1) LIMITED
CONTENTS
|
|
|
|
|
|
Directors' Responsibilities Statement
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
CWBC FINANCE (BP1) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 414B and 415A of the Companies Act 2006.
The principal activity of the company is to act as a finance company for 1 Churchill Place, Canary Wharf.
The loss for the year, after taxation, amounted to £2,374,387 (2023 - loss £33,442,977).
No dividends have been paid or proposed for the year and to the date of this report (2023 - £NIL).
The directors who served during the year and to the date of this report were:
QUALIFIED THIRD-PARTY INDEMNITY PROVISIONS
The Company has in place a qualifying third-party indemnity provision for all directors (to the extent permitted by law) in respect of liabilities incurred as a result of their office. The Company also has in place liability insurance covering the directors and officers of the company and any associated companies. Both the indemnity and insurance were in force during the period ended 31 December 2024 and at the time of the approval of this Directors' Report. Neither the indemnity nor the insurance provide cover in the event that the director is proven to have acted dishonestly or fraudulently.
For details in respect of going concern refer to Note 2.
DISCLOSURE OF INFORMATION TO AUDITOR
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have indicated their willingness to continue as auditors to the company.
Page 1
|
|
CWBC FINANCE (BP1) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on 26 June 2025 and signed on its behalf.
Page 2
|
|
CWBC FINANCE (BP1) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the 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.
Page 3
|
|
CWBC FINANCE (BP1) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CWBC FINANCE (BP1) LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion the financial statements of CWBC Finance (BP1) Limited (the ‘company’):
∙give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the statement of comprehensive income;
∙the statement of financial position;
∙the statement of changes in equity; and
∙the related notes 1 to 17.
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 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.
Page 4
|
|
CWBC FINANCE (BP1) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CWBC FINANCE (BP1) LIMITED
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.
RESPONSIBILITIES OF DIRECTORS
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 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Page 5
|
|
CWBC FINANCE (BP1) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CWBC FINANCE (BP1) LIMITED
EXTENT TO WHICH 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 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 considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector .
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, and relevant tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
Page 6
|
|
CWBC FINANCE (BP1) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CWBC FINANCE (BP1) LIMITED
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
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 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 company and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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; or
∙the directors were not entitled to take advantage of the small companies' exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
We have nothing to report in respect of these matters.
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.
Lyn Cowie (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Aberdeen, United Kingdom
26 June 2025
Page 7
|
|
CWBC FINANCE (BP1) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
Administrative income/(expenses)
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FOR THE FINANCIAL YEAR
|
|
|
|
Movement in fair value of effective hedge
|
|
|
|
|
|
|
|
|
Movement in deferred tax on the hedge reserve balance
|
|
|
|
OTHER COMPREHENSIVE INCOME FOR THE YEAR
|
|
|
|
TOTAL COMPREHENSIVE (EXPENSE) FOR THE YEAR
|
|
|
|
The notes on pages 11 to 23 form part of these financial statements.
|
Page 8
|
|
CWBC FINANCE (BP1) LIMITED
REGISTERED NUMBER: 04610767
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.
The notes on pages 11 to 23 form part of these financial statements.
Page 9
|
|
CWBC FINANCE (BP1) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
Hedging reserve recycling
|
|
|
|
|
Movement in fair value of effective hedge
|
|
|
|
|
Movement in deferred tax on the hedge reserve balance
|
|
|
|
|
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
Hedging reserve recycling
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 11 to 23 form part of these financial statements.
|
Page 10
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CWBC Finance (BP1) Limited is a private company limited by shares incorporated in the UK under the Companies Act 2006 and registered in England and Wales at One Canada Square, Canary Wharf, London, E14 5AB.
The nature of the company's operations and its principal activities are set out in the Directors' Report.
2.ACCOUNTING POLICIES
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value and in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice, including FRS 102 “the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland”).
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see Note 3).
The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken
advantage of the disclosure exemptions available to it in respect of its separate financial statements.
The Company is consolidated in the financial statements of its parent, Stork Holdings Limited , which
may be obtained at 7 Esplanade, St Helier, JE1 0BD Jersey.
The functional currency of the company is considered to be pounds sterling because that is the currency of the primary economic environment in which they operate.
The principal accounting policies have been applied consistently throughout the year and the preceding year and are summarised below:
In assessing the going concern basis of the company the directors have considered a period of at least 12 months from the date of approval of these financial statements.
At the year end the company was in a net current asset position. Having made the requisite enquiries and assessed the resources at the disposal of the company, the directors have a reasonable expectation that the company will have adequate resources to continue its operation for the foreseeable future, being a period of a least 12 months from the date of approval of these financial statements.
The company has taken the exemption from preparing the cash flow statement under Section 1.12(b) as it is a member of a group where the parent of the group prepares publicly available consolidated accounts which are intended to give a true and fair view.
Page 11
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Investments in subsidiaries are stated at cost less any provision for impairment.
Other investments are stated at cost less any provision for impairment.
Income from investments is recognised as the company becomes entitled to receive payment. Dividend income from investments in companies is recognised when received or irrevocably declared.
The directors have taken advantage of the exemption in paragraph 1.12c of FRS 102 allowing the company not to disclose the summary of financial instruments by the categories specified in paragraph 11.41.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. A provision for impairment is established where there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtor concerned.
Loans receivable
Loans receivable are recognised initially at the transaction price including transaction costs. Subsequent to initial recognition, loans receivable are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
Trade and other payables
Trade and other creditors are stated at cost.
Borrowings
Loans payable are recognised initially at fair value less attributable transaction costs, unless the total cost does not represent the value of a financing transaction on an arm’s length basis. In this case the present value of future payments discounted at a market rate of interest for a similar debt instrument is used in place of proceeds and the difference between the two amounts is accounted for as a capital contribution.
Subsequent to initial recognition, loans payable are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability.
Page 12
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Derivative instruments
The company uses interest rate derivatives to help manage its risks of changes in interest rates. The company does not hold or issue derivatives for trading purposes.
In order for a derivative to qualify for hedge accounting, the company is required to document the relationship between the item being hedged and the hedging instrument. The company is also required to demonstrate an assessment of the relationship between the hedged item and the hedging instrument for its economic relationship, effects of credit risk and hedge ratio. This shows that the hedge will be effective on an on-going basis. The effectiveness testing is re-performed at each balance sheet date to ensure that the hedge remains effective.
The changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in other comprehensive income. The changes in the fair value of derivative financial instruments that are designated and effective as fair value hedges are recognised against the item being hedged. The changes in the fair value of any ineffective portions of hedges or undesignated financial instruments are recognised in the profit and loss account.
Hedge accounting is discontinued when the company revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained until the forecast transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.
Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing difference. Deferred tax relating to investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expenses or income.
Page 13
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
|
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The preparation of financial statements also requires use of judgements, apart from those involving estimation, that management makes in the process of applying the entity’s accounting policies.
Derivative financial instruments
The fair values of derivative financial instruments are provided by counter party financial institutions, which is level 2 of the fair value hierarchy.
Consistent with International Accounting Standards, the value provided is then reduced for the company’s own credit risk, in the case of credit balances, and for the counterparty’s credit risk, in the case of debit balances. These adjustments are calculated by using a calculation tool provided by Bloomberg.
The fair values of derivative financial instruments with other group undertakings are calculated using discounted forecast cash flows. The forecast interest curve is provided by Chatham Financial.
For the year ended 31 December 2024, the financial statements of the company did not contain any significant items that required the application of judgements, apart from those involving estimation.
|
|
|
|
|
Auditor's remuneration of £9,720 (2023: £9,000) for the audit of the company for the year has been borne
by another group undertaking.
|
|
|
The Company had no employees during the year (2023: nil). No remuneration was paid by the Company to Directors for their services to the Company and no costs were allocated or recharged to the Company (2023: £nil).
|
|
|
INTEREST RECEIVABLE AND SIMILAR INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
|
|
|
|
Page 14
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
Interest receivable and similar income consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan interest receivable from group companies
|
|
|
|
|
|
Amortisation of intra-group loan premium
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST PAYABLE AND SIMILAR CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing cost of bank loan
|
|
|
|
|
Derivative financial instruments finance charge
|
|
|
|
|
|
|
|
|
|
|
|
|
The derivative financial instruments finance charge consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on derivative financial instruments
|
|
|
|
|
Hedge reserve recycling (Note 16)
|
|
|
|
|
Fair value adjustment on derivative financial instrument (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on loss on ordinary activities
|
|
|
Page 15
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.TAXATION (CONTINUED)
|
|
FACTORS AFFECTING TAX CHARGE FOR THE YEAR
|
|
|
In October 2022, the government announced changes to the Corporation Tax rate from 1 April 2023,
increasing the main rate of Corporation Tax to 25%.
The tax assessed for the year is different to the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
|
The company is a member of a REIT headed by Stork Holdings Limited. As a consequence all qualifying property rental business is exempt from corporation tax. Only income and expenses relating to non-qualifying activities will continue to be taxable.
Page 16
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Investment in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024, the company held 1 ordinary £1 shares, in CWBC Finance Two (BP1) Limited, a wholly owned finance company registered in England and Wales.
Financial information is only presented in these financial statements about the company as an individual undertaking and not about its group because the company and its subisidiary undertaking are included in the consolidated financial statements of a larger group (Note 17).
The directors are of the opinion that the value of the company's investments at 31 December 2023 was not less than the amount shown in the company's balance sheet.
Subsidiary is incorporated in England and Wales and registered at One Canada Square, Canary Wharf, London E14 5AB.
|
Page 17
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Due after more than one year
|
|
|
|
|
Loan to fellow subsidiary undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
Loan to fellow subsidiary undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2021 the company acquired a loan asset from a fellow subsidiary undertaking, CWBC Finance Two (BP1) Limited for a consideration of £598,252,313.
Loans from a fellow subsidiary undertakings comprise:
∙£394,805,922 (2023: £412,820,304) of original loans with a fixed rate of interest of 5.815% repayable by instalments with final repayment due in July 2039.
∙£77,344,712 (2023: £Nil) of new loans advanced on 28 June 2024. These loans carry a interest rate of 6.6478% and are repayable by instalments, with final repayment due in July 2039.
∙£10,102 (2023: £10,102) of loans with a variable rate of interest linked to SONIA with repayment due in July 2034.
∙£135,661,249 (2023: £152,907,820) representing the carrying value of the acquisition premium on the original loan facility. This is amortised over the life of the loan using the effective interest rate method.
Loans to fellow subsidiary undertakings due within one year comprise interest of £5,353,492 (2023 - £4,553,148) and principal of £20,593,536 (2023 - £17,953,394).
|
|
|
Loans to fellow subsidiary undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of acquisition premium
|
|
|
|
|
|
|
|
|
|
Movement in accrued interest
|
|
|
|
|
|
|
|
Page 18
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Maturity profile of the company's contracted undiscounted cash flow is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table contains undiscounted cash flows (including interest) and therefore results in a higher balance than the carrying values or fair values of the intercompany debt.
The amounts owed by group undertakings are interest free and are repayable on demand.
The weighted average maturity of the loan at 31 December 2024 was 7.89 years (2023 - 7.56 years).
The weighted average interest rate of the company at 31 December 2024 was 5.85% (2023 - 5.87%).
|
|
|
CREDITORS: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts owed to group undertakings are interest free and are repayable on demand.
|
Page 19
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
CREDITORS: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts at which financial liabilities are stated comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable after more than one year
|
|
|
|
|
|
|
|
|
|
At the year the company's total bank loans balance comprised:
∙£390,313,869 (2023: £408,267,263) loan which bears interest of SONIA + Credit Adjustment Spread (CAS) of 0.1193% + 0.2% margin. During the year the loan repayment date was extended to 22 July 2039. The weight average maturity of this loan is 7.89 years.
∙A new loan of £76,344,039 drawdown on 28 June 2025 that bears interest at SONIA + 1.56% margin and is repayable on 22 July 2039. The weighted average maturity of this loan is 13.09 years.
|
|
|
|
|
|
The maturity profile of the company's contracted undiscounted cash flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 20
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
The above table contains undiscounted cash flows (including interest) and therefore results in a higher balance than the carrying values or fair values of the borrowings.
|
|
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
The company uses interest rate swaps to hedge the exposure to the variability in cash flows on floating rate debt caused by movement in market rates of interest. At the year end the company had three Interest rate swaps:
∙Initial swap on an entire outstanding principal of the original loan was entered into in April 2005. The swap interest rate is 5.605% and it expires on 22 July 2034. The swap was effective at the inception but was subsequently revalued and the hedging reserve created up to that point is now amortising over the life of the hedge. The fair value movement on this instrument continues to be taken to the income statement.
∙During the year the original loan was extended until 22 July 2039. On the same date the company entered into a new effective interest rate swap commencing on 22 July 2034 and expiring on 22 July 2039. The swap carries interest rate at 6.6378% and it expires on 22 July 2039. The swap is effective and the movement its fair value is taken to the hedging reserves.
∙On 28 June 2024 the company entered into its third interest rate swap on an entire principal of the new loan that was drawn down on the same date. The swap carries interest rate of 6.6378% and is repayable on 22 July 2039. The swap is effective and the movement its fair value is taken to the hedging reserves.
At 31 December 2024 the derivatives were carried at £36,659,196 (2023 - £51,766,819), together with a separate interest accrual of £742,592 (2023 - £231,125).
The following table shows the undiscounted cash outflows in relation to the company's external derivative financial instruments based on the company's prediction of future movements in interest rates.
Page 21
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Changes in interest rates would primarily affect the market value of derivative financial instruments. These changes would impact the Income Statement, the Statement of Changes in Equity and the Statement of Financial Position as follows:
A +1.0% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would debit the value of the derivatives by £40.2 million (2023 - £27.1 million) and credit the Income Statement with the same amount.
A -1.0% parallel shift in the interest rate curve used to value the derivatives, with all other variables held constant, would credit the value of derivatives by £35.9 million (2023 - £29.6 million) and debit the Income Statement with the same amount.
The 1.0% sensitivity has been selected based on the directors' view of a reasonable interest rate curve movement assumption.
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
1 (2023 - 1) Ordinary share of £1.00
|
|
|
15.OTHER FINANCIAL COMMITMENTS
As at 31 December 2024 and 31 December 2023 the company had given a fixed charge over substantially all its assets to secure the borrowings referred to in Note 12.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in deferred tax on the hedge reserve balance
|
|
|
|
|
Movement in fair value of derivative designated as effective hedge
|
|
|
|
|
|
|
|
Page 22
|
|
CWBC FINANCE (BP1) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The company's immediate parent undertaking is Canary Wharf Investments Limited, a subsidiary of Canary Wharf Holdings Limited.
As at 31 December 2024, the smallest group of which the company is a member and for which group financial statements are drawn up is the consolidated financial statements of Canary Wharf Group Investment Holdings plc. Copies of the financial statements may be obtained from the Company Secretary, One Canada Square, Canary Wharf, London E14 5AB.
The largest group of which the company is a member for which group financial statements are drawn up is the consolidated financial statements of Stork HoldCo LP, an entity registered in Bermuda and the ultimate parent undertaking and controlling party. Stork HoldCo LP is registered at 73 Front Street, 5th Floor, Hamilton HM12, Bermuda.
Stork HoldCo LP is controlled as to 50% by Brookfield Property Partners LP and as to 50% by Qatar Investment Authority.
The directors have taken advantage of the exemption in paragraph 33.1A of FRS 102 allowing the company not to disclose related party transactions with respect to other wholly-owned group companies.
Page 23
|