|
Registered number: 09463336
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
CONTENTS
|
|
|
|
|
|
|
|
|
Directors' Responsibilities Statement
|
|
Independent Auditors' Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors, in preparing this Strategic Report, have complied with section 414C of the Companies Act 2006.
This Strategic Report has been prepared for the Company and not for the group of which it is a member and therefore focuses only on matters which are significant to the Company.
The Company holds a long lease over the property at Newfoundland, Canary Wharf, London. The building reached practical completion in 2021. Income consists of rental income from retail tenants and a 99% passthrough from its subsidiary, Newfoundland Place Limited.
As shown in the statement of comprehensive income, the Company's loss after tax for the year was £38,287,741 (2023 - £53,588,634).
The statement of financial position shows the Company’s financial position at the year end and indicates net liabilities were £158,266,836 (2023 - £123,487,319).
PRINCIPAL RISKS AND UNCERTAINTIES
|
The Company faces several principal risks and uncertainties that could significantly impact its business model and financial performance, primarily centred around its property investment in Canary Wharf with key risks including market and sustainability risks.
Market risk is a key concern, as the value of our property interests in the Canary Wharf estate fluctuates with the real estate market. Fluctuations can be driven by changes in economic conditions, interest rates, employment levels and inflation, impacting property valuations, rental demand and sales volume. As a company holding a passthrough property interest, there is a risk that the Company is unable to recover the carrying value of its Investment Property. Despite this, the Company has maintained a high occupancy rate in recent years.
To further navigate these challenges, a proactive approach is adopted to managing our property portfolio. This involves closely monitoring market trends, identifying emerging demand patterns, and adapting our properties to meet evolving tenant needs. By staying agile and responsive to economic shifts, we aim to mitigate the impact of downturns and position our portfolio for long-term success and resilience.
There is growing demand for sustainable buildings that meet high environmental standards. Companies are increasingly prioritizing environmental, social, and governance (ESG) criteria in their real estate decisions, making green buildings a competitive advantage. Compliance with energy efficiency standards can require costly fit-outs and upgrades. The Company is actively engaging with many industry groups including the UK Green Building Council (‘UKGBC’), the Better Building Partnership (‘BBP’) and Concrete Zero to ensure it remains up to date with all regulations. Operational performance of buildings is actively monitored, upgrading where possible to ensure compliance and to attract tenants.
We recognise the importance of integrating environmental, social, and governance principles into our operations to create sustainable value for all stakeholders. While our direct operational involvement may be limited, we recognise the importance of ensuring we uphold responsible business practices. We actively monitor their activities to promote environmental sustainability, social well-being, and sound governance. Our oversight includes adhering to ethical standards in financial dealings and to consider the impact of operations on stakeholders and the broader community. Through these efforts, we aim to foster a culture of responsibility and contribute positively to the financial sector and society.
Page 1
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
SECTION 172(1) STATEMENT COMPANIES ACT 2006
|
Section 172(1) of the Companies Act 2006 requires that a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole.
As a company with no employees, our Section 172 statement reflects our commitment to fulfilling our duties under the Companies Act 2006 while operating in a manner consistent with our role and responsibilities within the group structure.
Our primary obligation lies with our shareholder, Newfoundland Holdco Limited, and our actions are guided by the objective of maximising shareholder value and ensuring the long-term success of the group. Strategic decisions are made with a focus on sustainable growth and maximizing rental income from our property portfolio. This includes regular reviews of our property assets to ensure they meet market demands and maintaining a proactive approach to property management to enhance long-term value.
While we do not have direct employees, we recognise our responsibility to prioritise the concerns and expectations of shareholders, customers, suppliers, and the wider community in its decision-making processes. By maintaining transparent communication channels and fostering collaborative partnerships, we aim to ensure that the needs of its stakeholders are effectively addressed and reflected in the strategic direction of the group. We prioritize tenant satisfaction and work closely with our suppliers to ensure the efficient operation of our properties.
Our governance practices prioritise transparency and accountability, ensuring that our activities are aligned with the group's overall mission and values. We remain committed to responsible corporate citizenship and to acting in the best interests of the group as a whole.
KEY PERFORMANCE INDICATORS
|
During the year the Company generated turnover of £16,819,675 (2023 - £17,637,071), of which NIL% (2023 - 1.2%) related to rental income and 100.0% (2023 - 98.8%) related to passthrough income. At 31 December 2024 the Company made a loss after tax of £38,287,741 (2023 - £53,588,634) and had net liabilities of £158,266,836 (2023 - £123,487,319).
This report was approved by the board on 1 October 2025 and signed on its behalf.
Page 2
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL 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.
The loss for the year, after taxation, amounted to £38,287,741 (2023 - loss £53,588,634).
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 upto the date of this report were:
I J Benham (resigned 24 January 2025)
|
S Z Khan (resigned 24 January 2025)
|
K J Kingston (resigned 24 January 2025)
|
R J Worthington (resigned 24 January 2025)
|
Z I Al-Assmakh (appointed 24 January 2025)
T Berklayd (appointed 24 January 2025)
R B C Meller (appointed 24 January 2025)
D Villarreal Flores (appointed 24 January 2025)
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The Company provides a qualifying third-party indemnity provision to 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.
The Company will continue to hold a long lease over the property at Newfoundland, Canary Wharf, London.
The financial risk management objectives and policies together with the principal risks and uncertainties with regard to the use of financial instruments by the Company are contained within the Strategic Report.
ENERGY AND CARBON REPORTING
|
The Company has taken the group and subsidiary exemption from providing carbon and energy information provided by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
Page 3
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
DISCLOSURE OF INFORMATION TO AUDITORS
|
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 auditors are 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 auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
POST BALANCE SHEET EVENTS
|
Post balance sheet events have been disclosed in Note 22 in the Notes to the Financial Statements.
On 21 November 2024, Deloitte LLP resigned as the auditors of the Company. In their resignation letter, Deloitte confirmed that there are no matters related to their resignation that should be brought to the attention of the members or creditors of the Company.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 1 October 2025 and signed on its behalf.
Page 4
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic Report, 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 judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 5
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
OPINION
We have audited the financial statements of Newfoundland Propco Limited (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
∙the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 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
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as interest rates, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
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 6
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
OTHER INFORMATION
The other information comprises the information included in the directors' report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the directors' 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 the audit:
∙the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
MATTER ON WHICH WE ARE REQUIRED TO REPORT UNDER THE COMPANIES ACT 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors' responsibilities statement on page 5, 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.
Page 7
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined the most significant ones which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (United Kingdom Generally Accepted Accounting Practice, Companies Act 2006 and UK tax compliance).
∙We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of board minutes.
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to:
°journal entries involving unusual account combinations which improve the company’s financial performance through reduction in expenses or increases in income; and
°potential management bias in journal entries related to significant accounting estimates and any significant transactions outside of the normal conduct of business operations;
∙Our audit procedures involved:
°evaluation of the design effectiveness of relevant controls that management has in place to prevent and detect fraud;
°journal entry testing, with a focus on unusual account combinations and those that were posted outside of the usual business process cycle;
°challenging assumptions and judgements made by management in its significant accounting estimates;
°completing audit procedures to conclude on the compliance of disclosures in the annual report and accounts with applicable financial reporting requirements.
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.
∙The engagement partner’s assessment whether the engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations through the following:
°understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation; and
°knowledge of the industry in which the client operates.
Page 8
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: 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.
Elizabeth Collins
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
1 October 2025
Page 9
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movement in fair value of investment properties
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FOR THE FINANCIAL YEAR
|
|
|
|
Fair value movement of effective hedging instrument
|
|
|
|
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
The notes on pages 13 to 27 form part of these financial statements.
|
Page 10
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
REGISTERED NUMBER: 09463336
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 1 October 2025.
The notes on pages 13 to 27 form part of these financial statements.
Page 11
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 (as previously stated)
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 (as restated)
|
|
|
|
|
COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value movement on effective hedging instrument
|
|
|
|
|
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023 (as previously stated)
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023 (as restated)
|
|
|
|
|
COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value movement on effective hedging instrument
|
|
|
|
|
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 13 to 27 form part of these financial statements.
|
Page 12
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Newfoundland Propco Limited is a private Company limited by shares incorporated in the UK under the Companies Act 2006 and registered in England and Wales at 8 Sackville Street, London, W1S 3DG.
The nature of the Company's operations and its principal activities are set out in the Strategic 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 such as investment properties and derivatives 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 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 preparation of the Company's financial statements, 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 liability position. Included within current liabilities were intercompany creditors of £313,527,788, however, as described in Note 21, these amounts were settled post year end, following the sale of the Company. The Group’s primary remaining creditor is the external loan under the Facility Agreement. This loan is supported by a Parent Guarantee provided severally by BPY Bermuda Re Holdings Limited and QIA Stork L.P.
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. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Page 13
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
The Company has taken the exemption from preparing the cash flow statement under Section 1.12(b) as it was 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.
Rental income from operating leases is recognised in the Income statement on a straight line basis over the term of the lease. Lease incentives granted, including rent free periods, are recognised as an integral part of the net consideration for the use of the property and are therefore also recognised on the same straight line basis. Direct costs incurred in negotiating and arranging new leases are also amortised on the same straight line basis. The Company holds a passthrough interest of 99% in its subsidiary, Newfoundland Place Limited.
Passthrough income is recognised in the period in which income and costs are incurred.
Tangible fixed assets, other than investment properties, are stated at cost less depreciation and impairment. Depreciation is calculated so as to write off the cost in equal annual instalments over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:
Fixture and fittings: 10% straight-line
Investment properties, including land and buildings held for development and investment properties under construction, are measured initially at cost including related transaction costs. The finance costs associated with direct expenditure on properties under construction or undergoing refurbishment are capitalised.
Where a property interest is acquired under a lease the investment property and the associated lease liability are initially recognised at the lower of the fair value and the present value of the minimum lease payments including any initial premium. Lease payments are apportioned between the finance charge and a reduction in the outstanding obligation for future amounts payable. The total finance charge is allocated to accounting periods over the lease term so as to produce a constant periodic charge to the remaining balance of the obligation for each accounting period.
Investment properties are subsequently revalued, at each reporting date, to an amount comprising the fair value of the property interest plus the carrying value of the associated lease liability less any separately identified lease incentive assets. The gain or loss on remeasurement is recognised in the income statement.
Investments in subsidiaries are stated at cost less any provision for impairment.
Borrowings
Standard loans payable are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, loans payable are stated at amortised cost with any difference between the amount initially recognised and the redemption value being recognised in the Income Statement over the period of the loan, using the effective interest method.
Page 14
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
|
|
|
Financial instruments (CONTINUED)
|
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.
Where loans are subject to contractual terms and arrangements that are non-standard they are carried at fair value. The fair value is assessed as the present value of most likely cash flows, subject to the limitations of the underlying terms. Any movements are recognised in the income statement.
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.
The Company has adopted the recognition and measurement principles of IFRS 9 Financial Instruments as permitted under FRS 102 for the purposes of accounting for financial instruments, including hedge accounting.
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.
Page 15
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
The tax expense for the year comprises current tax. Tax is recognised in profit or loss unless it relates to a transaction recognised as other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively. Current tax is recognised for the amount of income tax the Company expect to pay on taxable profit for the current or past reporting periods. This is determined based on the tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates.
|
|
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.
Valuation of investment properties
The Company uses valuations performed by independent valuers as the fair value of its properties. The valuations are based upon assumptions including future rental income, anticipated void costs and the appropriate discount rate or yield. The valuers also make reference to market evidence of transaction prices for similar properties.
|
|
|
|
|
|
|
|
During the current year, management identified that the fair value of investment properties had historically been overstated. The overstatement arose due to the approach to arrive at the sliced valuation of the investment property reflected in this company’s financial statements.
As a result, a prior year adjustment has been made to reduce the brought forward valuation of Investment Properties in the prior year as well as adjusting the impairment expense in the year to restate the correct carried forward as at 31 December 2023. Comparative figures have been restated accordingly to reflect this correction.
|
|
|
|
|
Brought forward 2023 adjustment
|
Carried forward 2023 adjustment
|
As at 31 December 2023 (restated)
|
|
|
|
|
|
|
|
|
|
Statement of Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 16
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
|
|
|
|
|
PRIOR YEAR ADJUSTMENT (CONTINUED)
|
|
|
|
|
|
As at 31 December 2023 (restated)
|
|
|
|
|
|
|
|
|
Statement of Comprehensive Income
|
|
|
|
|
|
Movement in fair value of investment property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brought forward 2023 adjustment
|
Carried forward 2023 adjustment
|
As at 31 December 2023 (restated)
|
|
|
|
|
|
|
|
|
|
Statement of Changes in Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover arose within the United Kingdom.
|
|
|
The auditor's remuneration of £17,600 (2023 - £16,000) for the audit of the Company has been borne by another group undertaking.
|
|
|
|
Page 17
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
The Company had no employees during the year (2023 - Nil). No remuneration was paid by the Company to the 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 PAYABLE AND SIMILAR CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loan interest payable
|
|
|
|
|
|
|
|
|
|
Finance charge on operating lease liability
|
|
|
|
|
|
|
|
Page 18
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
FACTORS AFFECTING TAX CHARGE FOR THE YEAR
|
|
|
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%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value movements not subject to tax
|
|
|
|
|
Capital allowances for year in excess of depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL TAX CHARGE FOR THE YEAR
|
|
|
|
|
The Finance Act 2021 increased the corporation tax rate from 19.0% to 25.0% in April 2023. The standard rate of corporation tax payable by the Company for the year ended 31 December 2024 is 25% (2023 – 23.5%).
|
|
|
FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
|
The Company was a member of a REIT headed by Stork Holdings Limited as at 31 December 2024. As a consequence all qualifying property rental business was exempt from corporation tax. Only income and
expenses relating to non-qualifying activities were taxable. Subsequent to the sale of the
Company (see Note 21), the Company is no longer part of a REIT and therefore income and expenditure
from all activities will be taxable.
Page 19
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 20
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following was a subsidiary undertaking of the company:
|
|
|
|
|
|
|
|
|
|
Newfoundland Propco Limited (formerly Vertus NFL Limited)
|
|
|
|
|
|
|
The subsidiary is registered at 8 Sackville Street, London, W1S 3DG.
In accordance with Section 400 of the Companies Act 2006, 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 subsidiary undertakings are included in the consolidated financial statements of a larger group (Note 23).
The directors are of the opinion that the value of the Company's investments at 31 December 2024 was not less than the amount shown in the Company's statement of financial position.
|
Page 21
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 (as restated - see Note 4)
|
|
|
|
|
|
|
|
|
|
|
The Company holds a 999 year leasehold interest in the Newfoundland site at Canary Wharf.
At 31 December 2024, the property was valued externally by CBRE Limited, qualified valuers with recent experience in properties at Canary Wharf. The fair value was determined in accordance with the Appraisal and Valuation Manual published by the Royal Institution of Chartered Surveyors, using:
- Discounted cash flows based on inputs provided by the Company (current rents, terms and conditions of lease agreements) and assumptions and valuation models adopted by the valuers (estimated rental values, terminal values and discount rates).
- Yield methodology based on inputs provided by the Company (current rents) and assumptions and valuation models adopted by the valuers (estimated rental values and market capitalisation rates).
The resulting valuations are cross checked against the initial yields and the fair market values per square foot derived from actual market transactions.
No allowance was made for any expenses of realisation nor for any taxation which might arise in the event of disposal.
|
|
If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 22
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
INVESTMENT PROPERTY (CONTINUED)
|
|
|
The fair value has been allocated to the following balance sheet items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liability
|
|
|
|
|
|
|
|
|
|
The Company's property interest is let to Newfoundland Place Limited until 31 December 2050. Rent receivable equates to 99% of rent earned by Newfoundland Place Limited less deductible operating expenses.
As the rental income and expenses are not fixed, the future minimum receipts under non-cancellable operating leases is £nil.
|
|
|
DUE AFTER MORE THAN ONE YEAR
|
|
|
|
|
Derivative financial instruments (Note 18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by parent company
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are interest free and repayable on demand.
|
Page 23
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loan interest (Note 17)
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are interest free and repayable on demand.
|
|
|
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities
|
|
|
|
|
Derivative financial instruments (Note 18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 22 March 2023, the Company entered a loan facility for the amount of £309,402,500. The loan carries interest at SONIA plus 2.35% margin and is repayable on 22 March 2028.
|
Page 24
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company uses an interest rate swap to hedge the exposure to variability in cash flows on floating rate debt caused by movements in market rates of interest.
At 31 December 2024, the Company held interest rate swaps which served to fix the interest on the loan at a rate of 6.14%
At 31 December 2024, the fair value of the interest rate swap resulted in the recognition of an asset of £1,403,228. The swap qualifies for hedge accounting and has been designated as a highly effective hedge.
|
|
|
The following table shows the undiscounted cash outflows in relation to the Company's interest rate swap based on the Company's prediction of future movements in interest rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 22 March 2023, the Company entered into an interest rate cap to hedge the exposure to the variability in cash flows on floating rate debt caused by movements in market rates of interest. The capped interest rate is 4% on a notional amount of £154.7m, expiring on 22 March 2028.
The fair value of the interest rate cap resulted in the recognition of an asset of £2,669,554. This instrument has been designated as part of a hedging relationship. As a result, movements in the fair value of the cap will result in a debit or credit to other comprehensive income.
The fair values of derivative financial instruments have been determined by reference to market values provided by the relevant counter party, which is level 2 of the fair value hierarchy.
|
Page 25
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
|
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 £5.7 million and £3.5 million for the swap and cap respectively, 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 £6.0 million and £2.5 million for the swap and cap respectively, 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.
|
|
OPERATING LEASE LIABILITIES
|
|
|
Minimum lease payments under operating lease liabilities fall due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ground rent of £1,000 subject to RPI increases every ten years is payable until 15 March 3014. The interest rate implicit in the lease is 7.3%.
|
|
|
|
ALLOTTED, CALLED UP AND FULLY PAID
|
|
|
|
|
|
|
|
|
|
|
|
1 (2023 - 1) Ordinary share of £1.00
|
|
|
Page 26
|
|
NEWFOUNDLAND PROPCO LIMITED (FORMERLY VERTUS NFL LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
21.OTHER FINANCIAL COMMITMENTS
As at 31 December 2024 and at 31 December 2023 the Company had given fixed and floating charges over substantially all its assets to secure the commitments of its borrowings in Note 15.
|
|
POST BALANCE SHEET EVENTS
|
Subsequent to the year end, on 23 January 2025, the company issued 2 new £1 ordinary shares for a total consideration of £127m.
On 24 January 2025, the Company was sold in an arm's length transaction to a vehicle owned by an affiliate. Following the change in ownership, the Company underwent a legal name change. The Company changed its registered name from Vertus NFL Limited to Newfoundland Propco Limited. As part of the acquisition, all amounts owed to and from previous group undertakings and associated entities excluding the immediate parent company were settled. At year end, £313,527,788 was owed to group undertakings and £2,360 was owed by group undertakings. All of these balances were settled post year end. The bank loan was not settled as part of the transaction and remains in place.
The Company's immediate parent undertaking is Newfoundland Holdco Limited (formerly Vertus NFL Properties Limited).
As at 31 December 2024, the smallest group of which the Company was a member and for which group financial statements are drawn up are 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 was a member for which group financial statements are drawn up are 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.
The Company 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 27
|