PMGR SECURITIES 2025 PLC 02 August 2023
PMGR Securities 2025 PLC (the ‘Company’)
Legal Entity Identifier: 213800J2XR8QTJ8Y6565
PMGR Securities 2025 PLC's half report and accounts for the six months to 30 June 2023 is available at https://www.globalrenewablestrust.com/documents/.
It has also been submitted in full unedited text to the Financial Conduct Authority's National Storage Mechanism and is available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
PMGR SECURITIES 2025 PLC
Interim Report for the period from 1 January 2023 to 30 June 2023
PMGR Securities 2025 PLC (the “Company”) announces its interim results for the period ended 30 June 2023.
The Company’s principal objective is to provide Zero Dividend Preference Shares (“ZDP Shares”) with a predetermined final capital entitlement. It is recommended that these accounts are read in conjunction with those of its parent, Premier Miton Global Renewables Trust PLC, also issued today.
Interim Management Report
This interim management report is provided in accordance with the Disclosure Guidance and Transparency Rules (DTR) 4.2.7 and 4.2.8.
Directors
The Directors who served in office during the six months under review are as follows:
- Gillian Nott (Chair)
- Melville Trimble
- Victoria Muir
Principal Risks and Uncertainties
There have been no changes to the risks and uncertainties within the six months under review to those reported in note 9 to the Financial Statements in the Annual Report for the period ended 31 December 2022. There were no events or otherwise during the period under review which had any significant effect on the Company, its objective or purpose.
The Board acknowledges its ultimate responsibility for managing the risks associated with the Company. The principal risks and uncertainties as identified by the Board are:
- Market risk, comprising of price risk, currency risk and interest rate risk;
- Liquidity risk; and
- Credit risk.
Going Concern and Future Developments
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.
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.
Directors’ Responsibility Statement
The Directors are responsible for preparing the Interim Report, in accordance with applicable law and regulations. The Directors confirm that, to the best of their knowledge:
• The condensed set of Financial Statements within the Interim Report has been prepared in accordance with IAS 34, “Interim Financial Reporting”, as adopted by the United Kingdom; and
• The Interim Management Report includes a fair review of the information required by 4.2.7R (indication of important events during the first six months of the year) and 4.2.8R (disclosure of related party transactions and changes therein) of the FCA’s Disclosure and Transparency Rules.
For and on behalf of the Board.
Gillian Nott OBE
Chairman
1 August 2023
Income Statement
For the six months to 30 June 2023
| (Unaudited) | (Unaudited) | (Audited) | |
| Six months to 30 June 2023 | Six months to 30 June 2022 | 31 December 2022 | |
| £’000 | £’000 | £’000 | |
| Finance income | 385 | 367 | 750 |
| Finance costs* | (385) | (367) | (750) |
| Result before taxation | - | - | - |
| Taxation | - | - | - |
| Result for the period | - | - | - |
All items derive from continuing operations; the Company does not have any other recognised gains or losses.
*These costs relate to the provision for compound growth entitlement of the Zero Dividend Preference Shares.
Balance Sheet
As at 30 June 2023
| (Unaudited) | (Unaudited) | (Audited) | |
| As at 30 June 2023 | As at 30 June 2022 | As at 31 December 2022 | |
| £’000 | £000 | £000 | |
| Current assets | |||
| Amount due from Parent Company | 50 | 50 | 50 |
| Non-current assets | |||
| Amount due from Parent Company | 16,125 | 15,357 | 15,740 |
| Total assets | 16,175 | 15,407 | 15,790 |
| Creditors: amounts falling due after more than one year | |||
| Other financial liabilities | (16,125) | (15,357) | (15,740) |
| Net assets | 50 | 50 | 50 |
| Equity Attributable to Ordinary Shareholders | |||
| Share Capital | 50 | 50 | 50 |
| Revenue Reserve | - | - | - |
| Total Equity Attributable to Ordinary Shareholders | 50 | 50 | 50 |
Cashflow Statement
For the six months to 30 June 2023
The Company does not have its own bank account therefore a cashflow statement has not been prepared.
Statement of Changes in Equity
(Unaudited)
For the six months to 30 June 2023
| Ordinary Share Capital | Revenue Reserves | Total | |
| £000 | £000 | £000 | |
| Balance at 1 January 2023 | 50 | - | 50 |
| Result for the period | - | - | - |
| Balance at 30 June 2023 | 50 | - | 50 |
(Unaudited)
For the six months to 30 June 2022
| Ordinary Share Capital | Revenue Reserves | Total | |
| £000 | £000 | £000 | |
| Balance at 1 January 2022 | 50 | - | 50 |
| Result for the period | - | - | - |
| Balance at 30 June 2022 | 50 | - | 50 |
(Audited)
For the year ended 31 December 2022
| Ordinary Share Capital | Revenue Reserves | Total | |
| £000 | £000 | £000 | |
| Balance at 31 December 2021 | - | - | - |
| Issue of Ordinary shares | 50 | - | 50 |
| Result for the period | - | - | - |
| Balance at 31 December 2022 | 50 | - | 50 |
Notes to the Financial Statements
For the period from 1 January 2023 to 30 June 2023
1. 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 2 November 2020 as part of the reconstruction of the Parent when it issued 14,217,339 New Zero Dividend Preference Shares.
The financial statements are prepared from 1 January 2023 to 30 June 2023.
2. Accounting Policies
2.1 Basis of preparation
The Interim Financial Statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and in accordance with the Statement of Recommended Practice (“SORP”) for investment trusts issued by the Association of Investment Companies (“AIC”) in November 2014 (and updated in July 2022), where the SORP is not inconsistent with IFRS.
The Company's accounting policies have not varied from those described in the financial statements for the year ended 31 December 2022.
The financial information contained in this Interim Report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 and have not been audited.
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.
2.2 Presentation of Statement
In order to better reflect the activities of the Company as an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement.
2.3 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 Statement of Comprehensive Income 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.
2.4 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 Zero Dividend Preference shares to fund the operation of the Parent Company. As such, no additional segmental reporting disclosure has been prepared.
3. Administrative Expenses
The Company’s administrative expenses are met by its Parent Company.
4. Amounts due from Parent Company
| (Unaudited) | (Unaudited) | (Audited) | ||
| As at 30 June 2023 | As at 30 June 2022 | As at 31 December 2022 | ||
| £000 | £000 | £000 | ||
| Current assets | ||||
| Amount due in respect of called up issued share capital | 13 | 13 | 13 | |
| Amount due in respect of issued share capital | 37 | 37 | 37 | |
| Total current assets | 50 | 50 | 50 | |
| Non-current assets | ||||
| Amount due from Parent company in respect of ZDPs | 16,125 | 15,357 | 15,740 | |
| Total non-current assets | 16,125 | 15,357 | 15,740 |
Funds raised through the ZDP 2025 share issue after the deduction of issue costs totaled £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.
5. Other Financial Liabilities
| (Unaudited) | (Unaudited) | (Audited) | |
| As at 30 June 2023 | As at 30 June 2022 | As at 31 December 2022 | |
| £000 | £000 | £000 | |
| 14,217,339 Zero Dividend Preference Shares of £0.01 | 16,125 | 15,357 | 15,740 |
The accrued capital entitlement of each Zero Dividend Preference Share was 113.42p as at 30 June 2023 (30 June 2022: 108.02p; 31 December 2022: 110.71p).
6. Zero Dividend Preference Shares
| 30 June 2023 | 30 June 2022 | 31 December 2022 | |
| Number of Shares | Number of Shares | Number of Shares | |
| Balance at start of period | 14,217,339 | 14,217,339 | 14,217,339 |
| Shares issued during the period | - | - | - |
| Balance at end of period | 14,217,339 | 14,217,339 | 14,217,339 |
The Company issued 14,217,339 Zero Dividend Preference Shares (“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, 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 30 June 2023, based on the quoted bid price at that date, was £15,283,639 (30 June 2022: £15,141,466; 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.
7. 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.
8. Related Parties
The Directors are all directors of the Parent and received no remuneration for their services to the Company during the period. The amount due from the Parent Company was £16,125,000 (30 June 2022: £15,357,000; 31 December 2022: £15,740,000).
