PMGR SECURITIES 2025
PLC
Annual Financial Report
for the period ended to 31 December
2023
The Directors present the Annual Financial Report
of PMGR Securities 2025 PLC (the "Company") for the year ended 31
December 2023 (the "Annual
Report").
A copy of
the Annual
Report will shortly be submitted to the National Storage
Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report is also
available to view and download from the Company's
website, www.globalrenewablestrust.com/documents.
References to page numbers are to those in the
Annual Report and Accounts, available to view at the
link above. Neither the contents of the Company's website nor
the contents of any website accessible from
hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this
announcement. For the purposes of complying with the Disclosure and
Transparency Rules ("DTRs") and the requirements imposed on the
Company through the DTRs, the Annual Report, as will be submitted
to the National Storage Mechanism, contains the full text of the
Auditors' Report at page 7, which is excluded from this
announcement.
The information set out below does not constitute
the Company's statutory accounts for the period ended 31 December 2023 but is derived from those
accounts. Statutory accounts for the period ended 31 December 2023 will be delivered to the
Registrar of Companies in due course. The Auditors have reported on
those accounts: their report was (i) unqualified, ii) did
include a reference to the going concern accounting policy
disclosure, in relation to the Board's intention to liquidate the
company upon repayment of the final capital entitlement of the zero
dividend preference shares, to which the auditors drew attention by
way of emphasis without qualifying their
report, and
(iii) did not contain a statement under Section 498 (2) or (3) of
the Companies Act
2006.
The following text is copied from the Annual Report
& Accounts:
PRINCIPAL OBJECTIVE
To provide Zero Dividend Preference Shares (“ZDP
Shares”) with a predetermined final capital
entitlement.
DIRECTORS
Gillian Nott OBE
(Chair)
Victoria
Muir
Melville
Trimble
COMPANY SECRETARY AND REGISTERED
OFFICE
Link Company Matters Limited 6th Floor, 65 Gresham
Street London, EC2V
7NQ
United
Kingdom
REGISTERED NUMBER
12964714
Registered in England and Wales
STRATEGIC REPORT
For the year ended 31
December 2023
The Directors present the Annual Report and the
Audited Financial Statements of PMGR Securities 2025 PLC,
registered in England and
Wales number 12964714 (the
“Company”) for the year ended 31 December
2023. The Company’s registered office is 6th Floor, 65
Gresham Street, London, EC2V
7NQ.
Business Model and
Strategy
Parent
Company
The Company is a wholly-owned subsidiary of Premier
Miton Global Renewables Trust PLC (the “Parent
Company”).
Objective and principal
activity
The Company’s principal objective is to provide
Zero Dividend Preference Shares (“ZDP Shares“) with a predetermined
final capital entitlement. The principal activity of the Company is
to be the issuer of ZDP Shares. The Parent Company has provided the
Company with an Undertaking Agreement, that subject to the Parent
Company having a sufficient level of assets, it will provide the
Company with capital to enable the Company to meet its obligations
to the ZDP Shares.
Key performance
indicator
The key performance indicator of the Company is the
ZDP Share Cover. This represents the extent to which the Parent
Company’s Gross Assets less Current Liabilities are expected to
cover the final capital entitlement of the ZDP Shares, taking into
account both the level of assets at the balance sheet date and also
expected capital charges over the remaining life of the ZDP Shares.
Further details of the calculation may be found in the Report and
Accounts of the Parent
Company.
(The ZDP Shares will have a final capital
entitlement of 127.6111p on 28 November
2025, equivalent to a gross redemption yield of 5.00% from
the date of issue, subject to there being sufficient capital in the
Parent Company).
At 31 December 2023
the ZDP Share Cover was 2.26 times (31
December 2022: 2.51 times).
Principal
risks
The principal financial risks the Company faces can
be found in note 9 of the Financial Statements. The Board considers
that the material financial risk which the Company faces is the
ability to repay the final capital entitlement of the ZDP Shares,
which is dependent on the Parent Company having sufficient assets
to cover the final capital entitlement of the ZDP
Shares.
Final capital entitlement – the ZDP Shares offer a
pre-determined rate of growth in capital entitlement to be paid on
28 November
2025.
Directors’ duties- section 172
statement
Under Section 414(a) of the Companies Act 2006 (the
“Act”), the Company is required to include a statement describing
how the Directors have performed their duty under Section 172 of
the Act to promote the success of the Company, for the benefit of
the shareholders, giving careful consideration to the wider
stakeholders’ interests and the environment in which it operates.
The Board notes that the Company provides a service, i.e. holds ZDP
Shares on behalf of the Parent Company, as such the Directors
discharge their responsibilities under Section 172 requirements for
the Group as a whole. Further details of how the Directors have
performed their duty under Section 172 are contained within the
Annual Report of the Parent Company. The full Annual Report can be
found on the website, www.globalrenewablestrust.com/documents/
Employees, environmental, human rights and
community
issues
The Board recognises the requirement under Section
414C of the Act to detail information about employees, environment,
human rights and community issues, including information about any
policies it has in relation to these matters and the effectiveness
of these policies. The Company has no employees and the Board is
comprised entirely of non-executive
Directors.
Day-to-day management of the Company and the Parent
Company is delegated to the Investment Manager, details of the
management agreement are set out in the Parent Company Annual
Report.
The Company itself has no environmental, human
rights or community policies. However, in carrying out its
activities in relationships with external parties, by way of the
Parent Company, the Company aims to conduct itself responsibly,
ethically and fairly.
Prospect, purpose and
objective
As the sole objective for the entity is to hold ZDP
Shares, it is the Directors’ intention to cease trading and place
the Company into liquidation following the settlement of the ZDP
Shares on 28 November
2025.
For and on behalf of the
Board
Gillian Nott
OBE
Chair
6 March
2024
DIRECTORS’ REPORT
The Directors present their Report and the audited
Financial Statements of the Company for the year ended 31 December 2023. The Company’s registered office
is 6th Floor, 65 Gresham Street, London, EC2V 7NQ and the registered number is
12964714.
Business
Review
This section of the Directors’ Report provides a
review of the Company’s
business.
Share
capital
The Company has one class of share which carries no
right to fixed income. The authorised and issued share capital of
the Company is 50,000 Ordinary shares issued at £1 which have been
25% called.
Assets
The Company’s total assets comprise an amount of
£16,577,000 (31 December 2022:
£15,790,000) receivable from the Parent
Company.
Retained earnings and
dividend
The result after taxation for the year amounted to
£nil (31 December 2022: £nil). The
Directors have not declared a dividend in respect of the
period.
Directors
The Directors of the Company who were in office
during the period and up to the date of signing the Financial
Statements were:
Gillian Nott OBE
(Chair)
Victoria
Muir
Melville
Trimble
Compliance with the UK Corporate Governance
Code
The Company is a UK standard listed entity and has
not adopted the voluntary UK Corporate Governance Code issued by
the Financial Reporting
Council.
The Board meets at least quarterly to consider
strategic affairs including the approval of the half yearly report
and the annual report and
accounts.
In the Directors’ opinion, the interests of the
Company and its shareholders are adequately covered by the
governance procedures applicable to its Parent Company, Premier
Miton Global Renewables Trust PLC. For example, the Parent
Company’s Audit Committee considers the financial reporting
procedures and oversees the internal control and risk management
systems for the Group as a whole and the Directors see no benefit
in convening a separate Audit Committee or any other committee for
the Company. An overview of the Group’s internal control and risk
management systems are set out in the Parent’s report and
accounts.
Going
concern
The Directors consider that the Company will have
sufficient funds, through funding from its Parent Company to meet
its liabilities as they fall due. The Company has an agreement with
its Parent Company, whereby the Parent Company has entered into an
Undertaking Agreement pursuant to which the Parent Company has
undertaken to contribute (by way of gift, contribution or
otherwise) such amount as will result in the Company having
sufficient assets to satisfy the then current or, as the case may
be, Final Capital Entitlement of the ZDP Shares on the ZDP
Repayment Date of 28 November 2025 or
any earlier winding up of the Company under the Articles. As with
any company placing reliance on another group entity for financial
support, the Directors acknowledge that there can be no certainty
that the required support will be provided, however, at the date of
approval of these Financial Statements, the Directors have no
reason to believe that sufficient Parent Company support will not
be provided.
As noted in the strategic report (page 3), the
Directors’ intention is to cease trading and place the Company into
liquidation following the settlement of the ZDP Shares on
28 November 2025. The Directors have
considered the impact on the Company's going concern status and
concluded it does not impact it as it falls outside of the going
concern assessment
period.
Consequently, the Directors are confident that the
Company will have sufficient funds to continue to meet its
liabilities as they fall due for at least 12 months from the date
of approval of the Financial Statements and therefore have prepared
the Financial Statements on a going concern
basis.
Further information is provided in note 2.1 of the
Financial Statements.
Financial risk
management
Further information on the Company’s financial
instruments and the main risks arising from these are provided in
note 9 of the Financial
Statements.
Disclosure of
information to
auditors
The Directors who held office at the date of
approval of this Directors’ report confirm that, so far as they are
each aware, there is no relevant audit information of which the
Company’s auditor is unaware; and each Director has taken all the
steps that they ought to have taken as a Director to make
themselves aware of any relevant audit information and to establish
that the Company’s auditor is aware of that
information.
Reappointment of
Auditors
In June 2023, the
Parent Company’s Audit Committee tendered the Company’s external
audit through a competitive tender process. Following this process,
a recommendation was made to appoint Haysmacintyre LLP as the
Auditor of the Company for the year ending 31 December 2023. The Parent Company’s Board
approved the appointment in July
2023. Resolution 5 within the Company’s Notice of AGM set
out on pages 23 to 24 seeks shareholder approval to re- appoint
Haysmacintyre LLP as the Company’s Auditor and seeks authority for
the Board of Directors of the Company to determine the Auditor’s
remuneration for the year ending 31 December
2024.
By order of the
Board
Gillian Nott OBE
Chair
6 March
2024
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE
FINANCIAL
STATEMENTS
The Directors are responsible for preparing the
Annual Report and the Financial Statements in accordance with
applicable law and
regulations.
Company law requires the directors to prepare
Financial Statements for each financial year. Under that law, they
have elected to prepare the Financial Statements in accordance with
UK-adopted international accounting standards and applicable
law.
Under company law, the Directors must not approve
the Financial Statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of
its profit or loss for that period. In preparing the Financial
Statements, the Directors are required
to:
-
select suitable accounting policies and then apply
them
consistently;
-
make judgements and estimates that are reasonable,
relevant and
reliable;
-
state whether they have been prepared in accordance
with UK-adopted international accounting
standards;
-
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern;
and
-
use the going concern basis of accounting unless
they either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do
so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Company and enable them to
ensure that its Financial Statements comply with the Companies Act
2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of Financial
Statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report and a
Directors’ Report that complies with that law and those
regulations.
The Directors are responsible for the maintenance
and integrity of the corporate and financial information included
on the Parent Company’s website. Legislation in the UK governing
the preparation and dissemination of Financial Statements may
differ from legislation in other
jurisdictions.
Responsibility
statement of the Directors in respect of the annual financial
report
We confirm that to the best of our
knowledge:
-
the Financial Statements, prepared in accordance
with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit
or loss of the Company;
and
-
the Strategic and Directors’ Reports include a fair
review of the development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties that they
face.
We consider the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and
strategy.
For and on behalf of the
Board
Gillian
Nott OBE
Chair
6 March
2024
INCOME
STATEMENTFor
the year ended 31 December
2023
2023
2022 |
Notes |
£000 |
£000 |
Finance income |
|
787 |
750 |
Finance costs |
4 |
(787) |
(750) |
Results before taxation Taxation |
5 |
–– |
–– |
Result
for the year |
|
– |
– |
All items derive from continuing operations; the
Company does not have any other recognised gains or
losses.
The notes on pages 16 to 22 form part of these
Financial Statements.
BALANCE
SHEET
at 31 December
2023
|
Notes
|
31 December 2023
£'000
|
31 December 2022
£'000
|
Current assets |
|
|
|
Amount due from Parent
Company |
6 |
50 |
50 |
Non current assets |
|
|
|
Amount due from Parent
Company |
6 |
16,527 |
15,740 |
Total assets |
|
16,577 |
15,790 |
Creditors: amounts falling
due after more than one yearOther financial
liabilities |
7 |
(16,527) |
(15,740) |
Net assets |
|
50 |
50 |
Equity attributable to
Ordinary Shareholders |
|
|
|
Share capital |
10 |
50 |
50 |
Revenue reserve |
|
– |
– |
Total equity attributable
to Ordinary Shareholders |
|
50 |
50 |
The Financial Statements on pages 12 to 22 of PMGR
Securities 2025 PLC, company number 12964714, were approved by the
Board on 6 March 2024 and were signed
on its behalf by:
Gillian Nott
OBE
Chair
6 March
2024
STATEMENT OF
CHANGES IN
EQUITYfor
the year ended 31 December
2023
|
OrdinaryShareCapital |
Revenue Reserve |
Total |
£000 |
£000 |
£000 |
Balance at 31 December
2022 |
50 |
|
50 |
Issue of Ordinary
shares |
– |
– |
– |
Result for the
year |
– |
– |
– |
Balance at 31 December
2023 |
50 |
|
50 |
|
Ordinary Share |
Revenue |
|
|
Capital £000 |
Reserve £000 |
Total £000 |
Balance at 31 December
2021 |
– |
– |
– |
Issue of Ordinary
shares |
50 |
– |
50 |
Result for the
year |
– |
– |
– |
Balance at 31 December
2022 |
50 |
– |
50 |
CASHFLOW
STATEMENTfor
the year ended 31 December
2023
The Company does not have its own bank
account therefore a cashflow statement has not been
prepared.
NOTES TO THE
FINANCIAL
STATEMENTSfor
the year ended 31 December
2023
-
GENERAL INFORMATION
PMGR Securities 2025 PLC
(the “Company”) was incorporated in England and Wales on 21 October
2020 and is a wholly owned subsidiary of Premier Miton
Global Renewables Trust PLC (the “Parent”) which is an investment
trust registered in England and
Wales. The Company commenced
operation on 30 November 2020 as part
of the reconstruction of the Parent when it issued 14,217,339 new
ZDP Shares.
The company’s principal
objective is to provide the ZDP Shares with a predetermined final
capital entitlement. The Financial Statements are prepared for the
year ended 31 December
2023.
-
SIGNIFICANT ACCOUNTING
POLICIES
- 2.1 Basis of Preparation
The financial information
for the year ended 31 December 2023
has been prepared in accordance with UK-adopted International
Accounting Standards and the Companies Act 2006. These comprise
standards and interpretations of the International Accounting
Standards and Standing Interpretations Committee as approved by the
International Accounting Standards Committee (“IASC”) that remain
in effect. The Directors consider that the Company will have
sufficient funds, through funding from its Parent Company, to meet
its liabilities as they fall
due.
The Company has an
agreement with its Parent Company, whereby the Parent Company has
entered into an Undertaking Agreement pursuant to which the Parent
Company has undertaken to contribute (by way of gift, contribution
or otherwise) such amount as will result in the Company having
sufficient assets to satisfy the then current or, as the case may
be, Final Capital Entitlement of the ZDP Shares on the ZDP
Repayment Date of 28 November 2025 or
any earlier winding up of the Company under the Articles and, while
it remains liable to make any payment under this agreement, the
Parent Company expect to meet all costs and expenses incurred in
relation to the operation of the
subsidiary.
The Board considered the
Parent Company’s going concern assessment which focused on the
liquidity of the Parent Company and its ability to provide support
for the subsidiary for a period of at least 12 months from the date
of approval of these Financial Statements which indicate that,
taking account of reasonably possible downsides, the Company will
have sufficient funds, through funding from its Parent Company, to
meet its liabilities as they fall due for that period. As part of
this assessment, the Board of the Parent Company has considered
plausible downside scenarios as set out
below:
-
-
-
A material fall in equity
markets caused by increases in interest rates. The Parent Company’s
investments may be subject to higher financial costs and adverse
movements in valuation metrics as a
result.
-
The impact of higher
inflation on the ability of Parent Company’s investments held to
maintain their earnings in real
terms.
-
The volatility of energy
and other relevant commodity prices which may result in changes to
revenues in portfolio companies of the Parent
Company.
As with any company
placing reliance on another group entity for financial support, the
Directors acknowledge that there can be no certainty that the
required support will be provided, however, at the date of approval
of these Financial Statements, the Directors have no reason to
believe that sufficient Parent Company support will not be
provided.
As noted in the strategic
report (page 3), the Directors’ intention is to cease trading and
place the Company into liquidation following the settlement of the
ZDP Shares on 28 November 2025. The
Directors have considered the impact on the Company's going concern
status and concluded it does not impact it as it falls outside of
the going concern assessment period. Consequently, the Directors
are confident that the Company will have sufficient funds to
continue to meet its liabilities as they fall due for at least 12
months from the date of approval of the Financial Statements and
therefore have prepared the Financial Statements on a going concern
basis.
The functional currency of
the Company is Sterling as this is the currency of the primary
economic environment in which the Company operates. Accordingly,
the Financial Statements are presented in Sterling rounded to the
nearest thousand pounds.
The Company does not have
any bank account, movements are due to accruals of finance income
and interest. Therefore the Company has opted not to present a
Cashflow Statement.
At the date of
authorisation of these Financial Statements the following relevant
standards and amendments to standards, which have not been applied
in these Financial Statements, were in issue but not yet
effective:
-
-
-
Amendment to IFRS 16
'Leases on sale and leaseback' (effective for accounting periods
beginning on or after 1 January
2024).
-
Amendment to IAS 1
'Non-current liabilities with covenants' (effective for accounting
periods beginning on or after 1 January
2024).
-
Amendment to IAS 7 and
IFRS 7 'Supplier finance' (effective for accounting periods on or
after 1 January 2024 - with
transitional reliefs in the first
year).
-
Amendments to IAS 21 'Lack
of Exchangeability' (effective for accounting periods on or after
1 January 2024 - early adoption is
available).
The Company does not
believe that there will be a material impact on the Financial
Statements or the amounts reported from the adoption of these
standards.
In the current financial
year the Company has applied the following interpretations and
amendments to standards:
IFRS 17, Amendments to IAS
8, IAS 12, IAS 1 and IFRS Practice Statement 2 (effective for
accounting periods beginning on or after 1
January 2023).
There is no material
impact on the Financial Statements or the amounts reported from the
adoption of these amendments to the
standards.
- 2.2 Use of
Estimates
The preparation of
Financial Statements requires the Company to make estimates and
assumptions that affect the items reported in the Balance Sheet and
Income Statement and the disclosure of contingent assets and
liabilities at the date of the Financial Statements. Although these
estimates are based on the Board’s best knowledge of current facts,
circumstances, and to some extent, future events and actions, the
Company’s actual results may ultimately differ from those
estimates, possibly by a significant
amount.
The area requiring the
most significant judgment and estimation in the preparation of the
Financial Statements is the accounting through the Income Statement
of the Parent contribution to the Company to enable the Company to
repay the ZDP shareholders on the repayment date. The Parent’s
contribution towards the issue cost of the ZDP Shares and
redemption proceeds has been treated through the Income Statement
and recognised over the life of the Undertaking Agreement as the
Company provides financing services to the Parent and in return is
due to receive reimbursement of any costs and expense as and when
they fall due. The policy for interest income, including the
allocation and recognition of the Parent contributions, is set out
in note 2.4 to the accounts.
In accordance with IAS 32,
the accounting for financial instruments should be based on their
substance than their legal form. The Directors have made a judgment
that the ZDP Shares should be accounted for as a financial
liability rather than as a component of the Company’s equity. This
is due to the ZDP Shares having a fixed payment entitlement at a
specified future date.
- 2.3 Segmental
Reporting
The chief operating
decision maker has been identified as the Board of the Company. The
Board reviews the Company’s internal management accounts in order
to analyse performance. The Directors are of the opinion that the
Company is engaged in one segment of business, being the issue of
ZDP Shares to fund the operation of the Parent Company and
therefore no segmental reporting is
provided.
- 2.4 Financial
Income
The undertaking income is
accrued on a time basis using the effective interest method,
calculated by accreting the initial recognition of the
inter-company amount at present value (amount and contribution by
the Parent) to the final amount receivable at
maturity.
The Parent’s contribution
towards the issue costs of the ZDP Shares and redemption proceeds
is accrued on a time basis, calculated by amortising the issue
costs over the life of the Undertaking
Agreement.
- 2.5 Zero Dividend
Preference
Shares
The ZDP Shares are
classified as a financial liability and shown as a liability in the
balance sheet. The ZDP Shares are initially measured at fair value
being the proceeds of issue less transaction costs and are
subsequently measured at amortised cost under the effective
interest rate method.
The provision for compound
growth entitlement of the ZDP Shares is recognised through the
Income Statement and analysed as a finance
cost.
- 2.6 Taxation
The tax expense represents
the sum of the tax currently payable and deferred tax. The tax
currently payable is based on the taxable profit for the year.
Taxable profit differs from net profit as reported in the Income
Statement because it excludes items of income or expenses that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company’s liability for
current tax is calculated using tax rates that were applicable at
the balance sheet date.
Deferred taxation is
recognised in respect of all temporary differences that have
originated but not reversed at the financial reporting date, where
transactions or events that result in an obligation to pay more tax
in the future or right to pay less tax in the future have occurred
at the financial reporting date. This is subject to deferred tax
assets only being recognised if it is considered more likely than
not that there will be suitable profits from which the future
reversal of the temporary differences can be deducted. Deferred tax
assets and liabilities are measured at the rates applicable to the
legal jurisdictions in which they
arise.
- 2.7 Amounts due
from Parent
Company
The Parent has undertaken
(i) to repay any contributions, and (ii) to reimburse the Company
(by way of payment in advance, if required) any and all costs,
expenses, fees or interest the Company incurs or is otherwise
liable to pay to the holder of the ZDP Shares so as to enable the
Company to pay the final capital entitlement of ZDP Shares on the
redemption date. The amount owed in the accounts is based on the
entitlements of the ZDP shareholders at the relevant date. The
amounts due from Parent Company are accordingly accounted for at
amortised cost, using the effective interest method and were
assessed for credit risk under IFRS 9 and evaluated as having no
significant credit risk. Therefore no amounts were recognised as an
impairment provision, given expected credit loss is not considered
material.
-
ADMINISTRATIVE
EXPENSES
The Company’s
administrative expenses are met by its Parent Company. The Company
and Parent incurred a total audit fee of £80,000, of which £10,000
relates to the overrun costs from 2022 audit paid to KPMG LLP and
£70,000 payable to Haysmacintyre LLP for the year ended
31 December 2023 which will be paid
by the Parent Company (31 December
2022: £54,000). The Company has no
employees.
-
FINANCE
COSTS
|
For the year ended 31 December
2023
£000
|
For the year ended 31 December
2022
£000
|
Provision for compound growth entitlement on ZDP
Shares |
787 |
750 |
-
TAXATION ON ORDINARY
ACTIVITIES
|
For the year ended 31 December
2023
£000
|
For the year ended 31 December
2022
£000
|
Taxation charge on ordinary
activities Total tax charge for the period at 23.52%* (31
December 2022: 19.00%) |
-
|
-
|
*With effect from
1 April 2023, the main rate of
corporation tax increased from 19% to 25%, therefore the hybrid
rate of 23.52% has been
used.
There is no taxable income
and deductible expense for the year ended 31
December 2023 and 31 December 2022.
-
AMOUNTS DUE FROM PARENT
COMPANY
|
31 December 2023
£000
|
31 December 2022
£000
|
Current assetsAmount due in respect of
paid up issued share capital (see note 10) |
13 |
13 |
Amount due in respect of
issued share capital (see note 10) |
37 |
37 |
Total current assets |
50 |
50 |
Non-current assets |
|
|
Amounts due from Parent
Company in respect of ZDPs |
16,527 |
15,740 |
Total non-current
assets |
16,527 |
15,740 |
Funds raised through the
ZDP share issue after the deduction of issue costs totalled £14.2m.
These funds have been transferred to the Parent Company under an
Undertaking Agreement pursuant to which the Parent Company agrees
to contribute to the Company such amount as will result in the
Company having sufficient assets to satisfy the then current or, as
the case may be, the final capital entitlement of the ZDP Shares
(scheduled repayment date of 28 November
2025).
The Directors believe the
carrying amount due from the Parent Company approximates its fair
value.
-
OTHER FINANCIAL
LIABILITIES
|
31 December
2023
£000
|
31 December
2022
£000
|
14,217,339 Zero Dividend
Preference Shares of £0.01 |
16,527 |
15,740 |
The accrued capital
entitlement of each ZDP Share was 116.24p as at 31 December 2023 (31
December 2022:
110.71p).
-
ZERO DIVIDEND PREFERENCE
SHARES
|
31 December
2023
£000
|
31 December
2022
£000
|
Balance at start of
period |
14,217,339 |
14,217,339 |
Issued in the
period |
- |
- |
Balance at end of
period |
14,217,339 |
14,217,339 |
The Company issued
14,217,339 ZDP Shares at 100 pence
per share on 30 November 2020. The
ZDP Shares have an entitlement to receive a fixed cash amount on
28 November 2025, being the maturity
date, of 127.61 pence per share,
equivalent to a 5.0% per year compound increase over their life,
but do not receive any dividends or income distributions.
The ZDP Shares do not
carry the right to vote at general meetings of the Company,
although they carry the right to vote as a class on certain
proposals which would be likely to materially affect their
position. The ZDP Shares also carry the right to vote, as a class,
on certain matters that relate to the activities of the
Group.
The fair value of the ZDP
Shares at 31 December 2023, based on
the quoted bid price at that date, was £15,354,726 (31 December 2022: £15,283,639). The fair value of
the ZDP Shares is classified as level 2 under the hierarchy of fair
value measurements.
-
RISK
MANAGEMENT
The Company’s only
financial asset is an amount due from the Parent Company, Premier
Miton Global Renewables Trust PLC, repayable on 28 November 2025 (see note
6).
The main risks arising
from the Company’s financial instruments are market risk, liquidity
risk and credit risk.
Market risk
The market risk comprises
three elements – price risk, currency risk and interest rate
risk.
Market risk is the
possibility of financial loss to the Company arising from
fluctuations in the value of investments held in its Parent
Company, Premier Miton Global Renewables Trust PLC. There is no
currency risk as there are no foreign currency transactions or
balances, there is no interest rate exposure as interest rates are
fixed and assets and liabilities are stated at amortised cost and
there is no significant other price
risk.
Liquidity risk
The liquidity risk is the
possibility of failure of the Company to realise sufficient assets
to meet its financial liabilities. The Company is not subject to
significant liquidity risk and had no borrowings at any time during
the year ended 31 December 2023
(31 December 2022:
nil).
The Company’s only class
of non-equity share capital in issue: ZDP Shares, which give
shareholders the right to a repayment entitlement that accrues to
provide a predetermined level of growth equivalent to a gross
redemption yield of 5.0%, per annum based on the issue price of
100.00p on issue on 30 November 2020
up to the repayment date on 28 November
2025. The final capital entitlement payable at this date
will be £18,142,902. The Company has an agreement with its Parent
Company, Premier Miton Global Renewables Trust PLC, whereby the
Parent Company has entered into the Undertaking Agreement pursuant
to which the Parent Company has undertaken to contribute (by way of
gift, contribution or otherwise) such amount as will result in the
Company having sufficient assets to satisfy the then current or, as
the case may be, Final Capital Entitlement of the ZDP Shares on the
ZDP Repayment Date of 28 November
2025 or any earlier winding up of the Company under the
Articles.
The Parent Company has
given certain undertakings for the benefit of the Company and the
ZDP Shareholders whilst the Parent Company remains liable to make
any payment under the Undertaking
Agreement.
Full repayment of the ZDP
Shares is, however, subject to sufficient growth being generated in
the portfolio of the Company’s Parent Company by the repayment
date.
The contractual maturities
of the Company’s financial liabilities at 31
December 2023, based on the earliest date on which payment
can be required, were as
follows:
|
31 December
2023 |
|
31 December
2022 |
|
|
Between one and five
years £000 |
Total
£000 |
Between one and five
years £000 |
Total
£000 |
Zero Dividend Preference
Shares |
18,143 |
18,143 |
18,143 |
18,143 |
Credit
risk
The credit risk is the
possibility that the intra-group debtor will not be recovered. The
Parent Company has indicated its intention to continue to make
available such funds as required by the Company to meet its
obligations, however, with any company placing reliance on another
group entity for financial support, there is a risk of
non-fulfilment and no certainty that the required support will be
provided. There is no reason to believe that sufficient Parent
Company support will not be provided and therefore credit risk is
considered low, consequently the expected credit loss is considered
insignificant and as such no impairment provision has been
recognised by the Company.
-
SHARE
CAPITAL
The Company has one class
of Shares which carries no right to fixed income. The authorised
and issued share capital of the Company is 50,000 Ordinary Shares
issued at £1 which have been 25%
called.
-
RELATED
PARTIES
The Directors are all
directors of the Parent Company and received no remuneration for
their services to the Company during the year. The following
administrative expenses have been incurred during the year by the
Parent Company; Registrar’s fees of £9,000 (31 December 2022: £8,000), London Stock Exchange
fees of £13,000 (31 December 2022:
£13,000), and total audit fees of £80,000 (31 December 2022: £54,000), (note 3). The amount
due from the Parent Company was £16,577,000 as at 31 December 2023 (31
December 2022: £15,790,000), (note
6).
-
PARENT COMPANY
UNDERTAKING
The Company is a wholly
owned subsidiary of its ultimate holding company and controlling
party, Premier Miton Global Renewables Trust PLC, a company
registered in England and
Wales. The largest and smallest
group in which the results of the Company are consolidated is that
of which Premier Miton Global Renewables Trust Plc is the Parent
Company. These Financial Statements therefore provide information
about the Company as an individual undertaking. Copies of the
Parent Company’s Annual Report may be obtained from the Company
Secretary, Link Company Matters Limited, 6th Floor,65 Gresham
Street London, EC2V 7NQ United
Kingdom.
-
SUBSEQUENT
EVENTS
There were no subsequent
events.
NOTICE OF ANNUAL GENERAL
MEETING
PMGR Securities 2025 PLC
(the “Company”)
(Incorporated and
registered in England and
Wales with registered number
12964714)
NOTICE IS HEREBY GIVEN that the annual general
meeting of the Company will be held at 12:15
pm on Thursday, 25 April 2024,
at the offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH to consider and,
if thought fit, to pass the following resolutions 1 to 5 as
Ordinary Resolutions and resolutions 6 and 7 as Special
Resolutions:
Ordinary resolutions
-
To receive the Directors’
Report and Financial Statements for the year ended 31 December 2022, together with the report of the
Audit
thereon.
-
To re-elect Mrs
Gillian Nott as a Director of the
Company.
-
To re-elect Ms
Victoria Muir as a Director of the
Company.
-
To re-elect Mr
Melville Trimble as a Director of
the Company.
-
To re-appoint
Haysmacintyre LLP as Auditor of the Company and to authorise the
Board to determine their remuneration.
Special resolutions
Authority to allot Zero
Dividend Preference Shares
-
THAT:
-
the Directors of the
Company be and they are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006
(the “Act”) to exercise all the powers of the Company to allot Zero
Dividend Preference Shares of 1 pence
each in the capital of the Company (“ZDP Shares”) up to
an aggregate
nominal amount of £200,000 such authority to expire at the
conclusion of the next annual general meeting of the Company, save
that the Company may, at any time prior to the expiry of such
authority, make an offer or enter into an agreement which would or
might require the allotment of shares in pursuance of such an offer
or agreement as if such authority had not expired;
and
-
-
the Directors of the
Company be and are hereby generally empowered (pursuant to section
570 of the Act) to allot ZDP Shares for cash pursuant to the
authority referred to in Resolution 6(a) above as if section 561 of
the Act did not apply to any such allotment, such power to expire
at the conclusion of the next annual general meeting of the
Company, save that the Company may before such expiry make an offer
or agreement which would or might require ZDP Shares to be allotted
after such expiry and the Directors of the Company may allot equity
securities in pursuance of such offer or agreement as if the power
had not
expired.
Authority to repurchase the Company’s Zero
Dividend Preference Shares
-
THAT the Company be and is
hereby authorised in accordance with section 701 of the Act to make
market purchases (within the meaning of section 693(4) of the Act)
of ZDP Shares, provided
that:
-
the maximum number of ZDP
Shares authorised to be purchased is 14.99 per cent. of the issued
ZDP Shares as at the date of the passing of the
resolution;
-
the minimum price which
may be paid for a ZDP Share is 1 pence;
-
the maximum price which
may be paid for a ZDP Share is 110 per cent. of its accrued capital
entitlement as at the business day immediately preceding the day on
which the ZDP Share is
purchased
-
-
subject to (e) below, ZDP
Shares may only be purchased at prices below their prevailing
accrued capital entitlement (as determined by the Directors of the
Company in accordance with the Articles of Association of the
Company (the “Articles”) as at a date falling not more than 10 days
before the date of the relevant repurchase and taking into account
the costs of the
repurchase);
-
notwithstanding (d) above,
Ordinary Shares in the capital of Premier Miton Global Renewables
Trust PLC (the “Parent”) and ZDP Shares may be repurchased (by the
Parent and the Company respectively) in such proportions and at
such prices so as to effect an increase in the net asset value per
Ordinary share in the capital of the Parent (as determined by the
directors of the Parent in accordance with the articles of
association of the Parent as at a date falling no more than 10 days
before the date of the relevant repurchases and taking into account
the costs of the repurchases) and
where:
-
the Cover (as defined in
the Articles) of the ZDP Shares would not be reduced below 1.75
times; or
-
the Cover (as defined in
the Articles) of the ZDP Shares would not be less than the Cover of
the ZDP Shares in issue immediately prior to the
repurchases, in
each case as determined by the Directors as at a date falling not
more than 10 days before the date of repurchases;
and
-
-
the authority hereby
conferred shall expire on the earlier of the conclusion of the next
annual general meeting of the Company and the date which is 18
months after the date on which this resolution is passed, unless
previously renewed, varied or revoked by the Company in general
meeting, save that the Company may contract to purchase its ZDP
Shares under the authority hereby conferred prior to the expiry of
such authority, which contract will or may be executed wholly or
partly after the expiry of such authority and may purchase its ZDP
Shares in pursuance of such
contract.
By order of the
Board
Link Company Matters
Limited
Company
Secretary
6
March 2024
REGISTERED
OFFICE
6th Floor, 65 Gresham
Street London, EC2V
7NQ
United
Kingdom
NOTES TO THE NOTICE OF
ANNUAL GENERAL
MEETING
-
Only those holders of
Ordinary Shares registered in the Company are entitled to attend
and vote at the meeting. Holders of ZDP Shares have the right to
receive notice of general meetings of the Company but do not have
any right to attend, speak and vote at any general meeting of the
Company unless the business of the meeting includes any resolution
to alter, modify or abrogate the special rights or privileges
attached to ZDP
Shares.
-
A member entitled to
attend, vote, and speak at the meeting may appoint a proxy to
exercise all or any of their rights to attend and to speak and vote
on their behalf at the meeting. A shareholder may appoint more than
one proxy in relation to the annual general meeting provided that
each proxy is appointed to exercise the rights attached to a
different share or shares held by that shareholder. A shareholder
may not appoint more than one proxy to exercise the rights attached
to any one share. A proxy need not be a shareholder of the
Company.
-
To submit your proxy
instructions, please complete the online form of proxy by logging
on to www.signalshares.com
and selecting PMGR
Securities 2025 PLC. If you have not yet registered for the share
portal you will need your investor code (IVC) which is detailed on
your share certificate or is available by contacting our Registrar,
Link Group via email at shareholderenquiries@linkgroup.co.uk
or calling on 0371 664
0300 or, if calling from overseas, on +44 (0) 371 664 0300. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United
Kingdom will be charged at the applicable international
rate. The Registrar is open between 09:00 -
17:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Alternatively, you can request a paper
proxy form from Link Group using the contact details above and
returning the completed form to the address shown on the
form.
-
Any paper proxy form or
other instrument appointing a proxy must be received by post to
Link Group, PXS1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL or (during normal
business hours only) by hand at the offices of the Company’s
registrars, Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL no later than
12:15 pm on Tuesday, 23 April
2024.
-
The return of a completed
proxy form or electronic vote, will not prevent a shareholder
attending the annual general meeting and voting in person if he/she
wishes to do
so.
-
Unless otherwise indicated
on the Form of Proxy or any other electronic voting channel
instruction, the proxy will vote as they think fit or, at their
discretion, withhold from
voting.
-
Any person to whom this
notice is sent who is a person nominated under section 146 of the
Companies Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the
annual general meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
-
The statement of the
rights of shareholders in relation to the appointment of proxies in
paragraphs 1 and 2 above does not apply to Nominated Persons. The
rights described in these paragraphs can only be exercised by
shareholders of the Company.
-
As at 6 March 2024 (being the latest practicable date
prior to the publication of this Notice) the Company’s issued
voting share capital consisted of 50,000 Ordinary Shares of £1
each, partly paid as to 25p each, all of which are held by the
Parent Company. In addition, there are 14,217,339 ZDP Shares of
£0.01 each with no voting rights
attached.
-
To be entitled to attend
and vote at the annual general meeting (and for the purpose of the
determination by the Company of the votes they may cast),
shareholders must be registered in the Register of Members of the
Company by close of business on Tuesday, 23
April 2024 (or, in the event of any adjournment, on the date
which is two days before the time of the adjourned meeting for the
purposes of which no account is to be taken of any part of a day
that is not a working day). Changes to the Register of Members
after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the
meeting.
-
Any corporation which is a
member can appoint one or more corporate representatives who may
exercise on its behalf all of its powers as a member provided that
they do not do so in relation to the same
shares.
-
Under section 527 of the
Companies Act 2006 members meeting the threshold requirements set
out in that section have the right to require the Company to
publish on a website a statement setting out any matter relating
to: (i) the audit of the Company’s accounts (including the
Auditor’s report and the conduct of the audit) that are to be laid
before the annual general meeting; or (ii) any circumstance
connected with an Auditor of the Company ceasing to hold office
since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the shareholders requesting any such
website publication to pay its expenses in complying with sections
527 or 528 of the Companies Act 2006. Where the Company is required
to place a statement on a website under section 527 of the
Companies Act 2006, it must forward the statement to the Company’s
Auditor not later than the time when it makes the statement
available on the website. The business which may be dealt with at
the annual general meeting includes any statement that the Company
has been required under section 527 of the Companies Act 2006 to
publish on a
website.
-
Members satisfying the thresholds have the right, under
section 338 of the Companies Act 2006, to require the Company to
give its members notice of a resolution which the shareholders wish to be moved at an
annual general meeting of
the Company. Additionally, members have the right
under section 338A of the Companies Act 2006 to require the Company
to include a matter (other than a proposed resolution) in the business to be
dealt with at the annual general meeting. The Company is required to
give such notice of a resolution or include such matter once it has
received requests from members representing at least 5% of the total
voting rights of all the members who have a right to vote at the
annual general meeting or from at least 100 members with the same
right to vote who hold
shares in the Company on which there has been paid up an average
sum per member of at least £100. This request must be received by
the Company not later than six weeks before the annual general
meeting or, if later, the
time at which notice is given of the annual general meeting. In the
case of a request relating to section 338A of the
Companies Act 2006, the request must be accompanied by a statement setting
out the grounds for the request.
-
Except as provided above,
members who wish to communicate with the Company in relation to the
AGM should do so in writing to the Company Secretary at the
registered office address or at: pmgr@linkgroup.co.uk.
No other methods of
communication will be accepted. In particular, you may not use any
electronic address provided either in this notice of meeting or in
any related documents to communicate with the Company for any
purposes other than those expressly
stated.
-
The following documents
will be available for inspection at the Company’s registered office
during normal business hours on any weekday (Saturdays, Sundays and
UK public holidays excepted) up to and including the date of the
annual general meeting and at the place of the annual general
meeting from 15 minutes prior to its commencement until its
conclusion:
-
-
a copy of the Memorandum
and Articles of Association of the Company; and
-
the Annual Report and
Accounts for the year ended 31 December 2023.
-
Any member attending the
meeting has the right to ask questions. The Company must cause to
be answered any such question relating to the business being dealt
with at the meeting but no such answer need be given if (a) to do
so would interfere unduly with the preparation for the meeting or
involve the disclosure of confidential information, (b) the answer
has already been given on a website in the form of an answer to a
question, or (c) it is undesirable in the interests of the Company
or the good order of the meeting that the question be
answered.
-
A copy of this notice, and
other information required by s311A of the Companies Act 2006, is
available at the Investment Manager’s website:
https://www.globalrenewablestrust.com
LEI Number:
213800J2XR8QTJ8Y6565