DJ REA Finance B.V.: Annual accounts for 2017
Dow Jones received a payment from EQS/DGAP to publish this press release.
REA Finance B.V. (RE20)
REA Finance B.V.: Annual accounts for 2017
30-Apr-2018 / 16:21 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Report of the management
Management herewith presents to the shareholder the audited accounts of REA
Finance B.V. (hereinafter "the Company") for the year 2017.
General
The Company is a private company with limited liability incorporated under
the laws of the Netherlands and acts as a finance company. The ultimate
holding company is R.E.A. Holdings plc (hereinafter "REAH"), London, United
Kingdom. The REAH group is principally engaged in the cultivation of oil
palms in the province of East Kalimantan in Indonesia and in the production
of crude palm oil ("CPO") and by-products from fruit harvested from its oil
palms.
Overview of activities
At 1 January 2017 the Company had outstanding GBP8,324,000 9.5 per cent
guaranteed sterling notes 2017 (the "2017 sterling notes") and GBP31,852,000
8.75 per cent guaranteed sterling notes 2020 (the "2020 sterling notes").
At 1 January 2017 the Company also had loans receivable from REAH totalling
GBP43,111,000, a Tranche A loan of GBP11,259,000 bearing interest at 9.6783 per
cent and repayable on 20 December 2017, and a Tranche B loan of GBP31,852,000
bearing interest at 8.9283 per cent and repayable on 20 August 2020. There
was also a loan from REAH to the Company of GBP2,460,000 bearing interest at
8.5 per cent and repayable on 20 December 2017.
During the period under review the Company received interest on the loans
from the Company to REAH and paid interest to the note holders of the
sterling notes and to REAH.
On 16 October 2017 REAH purchased for cancellation GBP248,000 of the 2017
notes reducing the Tranche A loan by that amount. On 15 December 2017 REAH
purchased for cancellation GBP50,000 of the 2017 notes reducing the Tranche A
loan by that amount. On 20 December REAH repaid GBP10,486,000 of the Tranche A
loan less the GBP2,460,000 loan owed by REAF (a total of GBP8,026,000) and REAF
repaid the outstanding 2017 sterling notes totalling the same amount. On 31
December 2017 the remaining GBP475,000 Tranche A loan was transferred to the
Tranche B loan (now the "Loan").
At 31 December 2017 the Company had outstanding GBP31,852,000 2020 sterling
notes and the Loan of GBP32,327,000 to REAH bearing interest at 8.9283 per
cent. The 2020 sterling notes and the Loan are repayable on 20 August 2020.
Results
The net asset value of the Company as at 31 December 2017 amounts to
GBP920,150 (31 December 2016: GBP863,620). The result for 2017 is a profit of
GBP56,530 (2016: profit of GBP99,546).
Going concern
In the Directors' Report included in the 2017 Annual Report of REAH the
directors have made the following statement regarding future viability:
"As announced on 25 April 2018, the group has entered into a conditional
agreement for the sale of PT Putra Bongan Jaya ("PBJ"). The sale is expected
to realise gross proceeds of approximately $85 million and net proceeds of
approximately $57 million after repayment of external borrowings and net of
selling expenses. The proceeds of the sale of the PBJ shares and the
repayment of monies owed by PBJ to other group companies will be applied in
reduction of group indebtedness.
As at 31 December 2017, bank debt due within one year amounted to $28.1
million. Of this, $22.0 million represented drawings under the group's
revolving working capital facilities. The directors have no reason to
believe that these facilities will not be rolled over at the end of July
2018 when the facilities fall due for renewal.
Since June 2015, the group's financial position has been much improved by
the subscription of some $39.5 million for new ordinary and preference
shares, the issue of a total of $65 million of 2020 sterling notes and 2022
dollar notes in replacement of previous notes now redeemed and the loan and
equity investment totalling $44 million by PT Dharma Satya Nusantara Tbk
("DSN"). The sale of PBJ should complete the financial restructuring.
The sale of PBJ will serve the important financial purpose of reducing debt.
It will also permit the group to consolidate its operational activities in a
more compact area and to operate for longer without the need for an
additional oil mill. This can be expected to result in a capital expenditure
programme better aligned to the group's operational cash flows. The steady
progress towards the resumption of mining on the group's principal coal
concession should also lead to progressive recovery of amounts invested in
coal. On the reasonable assumption that the divestment of PBJ will be
completed as expected, the directors are confident that the group will have
the cash resources that it needs for the foreseeable future.
Should the sale of PBJ for any reason not be completed (an eventuality that
the directors consider unlikely), then the group would be left with a higher
level of indebtedness than the directors believe is desirable. Depending
upon the level of CPO prices and operational performance during the
remainder of 2018, the group may then need to seek some additional equity
funding to address this.
As respects funding risk, the group has material indebtedness, in the form
of bank loans and listed notes. Some $5.1 million (excluding $1.1 million of
bank loans to PBJ that will be discharged upon completion of the sale of
PBJ) of bank term indebtedness falls due for repayment during 2018. A
further $22.0 million of revolving working capital lines fall due for
renewal during the same period. A further GBP31.9 million ($42.8 million)
sterling notes will become repayable in August 2020. In view of the material
proportion of the group's indebtedness falling due in the period to 31
December 2020, as described above, the directors have chosen this period for
their assessment of the long-term viability of the group.
In the meanwhile, the group is continuing discussions to refinance with
longer term debt indebtedness falling due in 2018 and 2019, although the
directors have no reason to believe that the revolving working capital
facilities falling due in 2018 and 2019 will not be rolled over when they
fall due for renewal (all revolving working capital facilities having
previously been substantially rolled over on past renewals).
In 2020 consideration will be given to the submission of proposals to the
holders of the sterling notes to refinance these with securities of longer
tenor.
With the improvements in crops now being seen and CPO prices projected to
remain at remunerative levels, the group's plantation operations can be
expected to generate increasing cash flows going forward. In addition, the
group is currently finalising arrangements to recommence operations at the
group's principal coal concession and this can be expected to result in
increasing cash flow. The group's ongoing extension planting programme will
continue to require material capital expenditure but the group has
flexibility as to the rate of development. Moreover, successful completion
of the planned divestment of PBJ referred to above will defer for some years
the group's requirement for a fourth palm oil mill.
The directors fully expect that the divestment and financing initiatives
currently being pursued, coupled with the improving outlook for the group's
internally generated cash flows, will refinance, or permit the group to
repay, the group indebtedness falling due for repayment during the period of
assessment. However, should funding be required pending completion of these
initiatives, the group will seek to issue for cash a limited number of new
shares, authority for which will be sought as and when appropriate.
Based on the foregoing and after making enquiries, the directors therefore
have a reasonable expectation that the company and the group have adequate
resources to continue in operational existence for the period to 31 December
2020 and to remain viable during that period."
Having considered these statements by the director of REAH the director of
the Company has a reasonable expectation that REAH will be able to repay its
indebtedness.
Risks and uncertainties
The principal risks and uncertainties facing the Company relate to the due
performance by REAH of its obligations under the loan agreement with the
Company. Any shortfall in performance would impact negatively on the
Company's ability to meet its obligations to the holders of the 2020
sterling notes. The exposure of the Company is limited by:
* the guarantee given by REAH and R.E.A. Services Limited ("REAS"), a
subsidiary company of REAH incorporated in the United Kingdom, in favour of
the Note Holders; and
* the Limited Recourse Agreement dated 29 November 2010 and made between the
Company, REAH and REAS (the "LRA").
The LRA reflects the intention of the parties thereto that the Company, in
relation to its financing activities, should (i) meet the minimum risk
requirements of article 8c, paragraph 2, of the Dutch Corporate Income Tax
Act and (ii) not be exposed to risk in excess of the Minimum Risk Amount
("MRA"). For these purposes the MRA is 1 per cent of the aggregate amounts
outstanding under the loan agreement between the Company and REAH. In
relation to point (i) above, the Company's capital and reserves as at 31
December 2017 complied with the minimum risk requirements of article 8c,
paragraph 2, of the Dutch Corporate Income Tax Act. In addition, pursuant to
the LRA, REAH and REAS limited their rights of recourse against the Company
in respect of any calls upon their guarantee of the 2020 sterling notes.
Risks and uncertainties with respect to the group's operations are low. All
of the group's operations are located in Indonesia and the group is
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2018 11:23 ET (15:23 GMT)
DJ REA Finance B.V.: Annual accounts for 2017 -2-
therefore significantly dependent on economic and political conditions in
Indonesia. In the recent past Indonesia has been stable and the Indonesian
economy has continued to grow. In addition the group has never been
adversely affected by political unrest. The introduction of exchange
controls or other restrictions on foreign owned operations in Indonesia
could lead to restrictions on the transfer of profits from Indonesia to the
UK with potential negative implications for the servicing of the obligations
in relation to the sterling notes but the group is not aware that there are
any plans for this under current political conditions. Mandatory reduction
of foreign ownership of Indonesian plantation operations could lead to
forced divestment of interests in Indonesia. However, while the group
accepts there is a significant possibility that foreign owners may be
required over time to partially divest ownership of Indonesian oil palm
operations, it has no reason to believe that such divestment would be at
anything other than market value.
Risk management objectives
In carrying out its financing activities, it is the policy of the Company to
minimize exposure to interest and exchange rate fluctuations by ensuring
that loans are denominated in the same currency as the financing sources
from which such loans are funded and that interest receivable on such loans
is based on a formula from which the Company derives a fixed margin over the
cost of funding. In addition, the Company relies on the arrangements
described under "Risks and uncertainties" above to limit its exposure to
loss.
The Company does not enter into or trade other financial instruments for any
purpose.
The Company's overheads are denominated mostly in euros and sterling. The
fixed margin referred to above, which is derived in sterling, is formulated
to cover all the overheads and to leave a residual margin as compensation
for assuming the limited risk under the LRA. The Company does not seek to
hedge the minimal foreign currency risk implicit in these arrangements.
The principal credit risk is described in detail under "Risks and
uncertainties" above. Deposits of surplus cash resources are only made with
banks with high credit ratings.
Employees
During 2017, the Company did not employ personnel nor in the previous years.
Research and development
The Company does not perform any research and development.
Audit Committee
In August 2008 the Dutch Act on the Supervision of Accounting Firms (Wet
Toezicht Accountantsorganisaties) ("ASAF") was amended. This resulted in a
wider definition of a public interest entity (organisatie van openbaar
belang) ("PIE"). All Dutch entities which have issued listed debt are now
considered to be PIEs. In addition on August 8, 2008, an implementing
regulation (algemene maatregel van bestuur) ("IR") came into force in the
Netherlands, enacting Article 41 of European Directive no. 2006/43/EG (the
"ED"), regarding legislative supervision of annual reports and consolidated
financial statements. This IR obliges all PIEs to establish an audit
committee ("AC").
The AC is formed by members of the Company's supervisory board ("SB") or by
non-executive management board members. Because the Company falls within the
definition of a PIE it is in principle obliged to establish an AC. Although
the ED provides certain exemptions for establishing an AC for securitisation
vehicles ("SVs"), under the IR the Company is not considered to be a SV and
therefore can not make use of the exemption to install an AC.
In the light of extensive research and discussions between, amongst others,
the Dutch Authority for the Financial Markets (Autoriteit Financiële
Markten) and several legal advisors and audit firms, there are certain
matters to be considered with respect to the requirement to establish an AC:
* The activities of the Company and those of a SV are very similar;
* Under the ED the Company qualifies as a SV and would thus be exempted from
the obligation to establish an AC;
* The Company does not have a SB or non-executive members of the board. The
establishment of a SB would require an amendment to the Company's Articles
of Association;
* It remains unclear why the IR contains a more stringent definition of a SV
than the ED.
The general view in the Netherlands is that it could not have been the
legislators' intention for financing vehicles, such as the Company, not to
fall within the description of a SV and thus not be exempted. In view of the
above reasons, management currently does not consider it to be in the
Company's best interest, nor has it taken steps, to implement an AC.
Future outlook
Management is of the opinion that the present level of activities will be
maintained during the next financial year. Management expects that the
average number of employees will not change during the next financial year.
Management representation statement
Management declares that, to the best of its knowledge, the annual accounts
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 that the Report of the management includes
a fair review of the development and performance of the business and the
financial position of the Company, together with a description of the
principal risks and uncertainties it faces.
Amsterdam, April 26, 2018
Corfas B.V.
Financial Statements
Balance sheet as at 31 December 2017
(After appropriation of results)
Notes 2017 2016
GBP GBP
Fixed assets
Financial fixed assets
- Loans to 1 32,3 31,8
parent 27,0 52,0
company 00 00
Total fixed assets 32,3 31,8
27,0 52,0
00 00
Current assets
Loans to parent company 1 - 11,2
59,0
00
Amounts due from parent 2 448, 372,
company 836 107
Taxation receivable 3 7,01 -
4
Other debtors 4 - 375
Cash and cash equivalents 5 15,0 36,6
38 35
Total current assets 470, 11,6
888 68,1
17
Current liabilities (due within one
year)
Amounts due to parent company 6 - 2,46
0,00
0
2017 sterling notes 7 - 8,32
4,00
0
Taxation 8 1,41 5,77
payable 7 6
Due to third parties 9 24,3 14,7
21 21
Total current liabilities 25,7 10,8
38 04,4
97
Current assets less current 445, 863,
liabilities 150 620
Total assets less current 32,7 32,7
liabilities 72,1 15,6
50 20
Long term liabilities (due after one year)
2020 sterling notes 7 31,8 31,8
52,0 52,0
00 00
Total long term liabilities 31,8 31,8
52,0 52,0
00 00
Capital and reserves 10
Paid-up and called-up share 15,0 15,4
capital 25 15
Translation reserve (2,8 (3,1
01) 91)
Share premium account 475, 475,
000 000
Other reserves 432, 376,
926 396
Total shareholder's equity 920, 863,
150 620
Total long term liabilities and shareholder's 32,7 32,7
equity 72,1 15,6
50 20
The accompanying notes are an integral part of this balance sheet.
Profit and loss account for the year ended 31 December 2017
Notes 2017 2016
GBP GBP
Finance activities
Interest income on loans to parent 11 3,89 3,93
company 8,01 3,52
9 2
Interest expense on loan from parent 12 (202 (209
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2018 11:23 ET (15:23 GMT)
DJ REA Finance B.V.: Annual accounts for 2017 -3-
company ,850 ,100
) )
Interest expense sterling 13 (3,5 (3,5
notes 2017 & 2020 72,7 77,8
45) 30)
Result finance activities 122, 146,
424 592
Other financial income and expenses
Currency exchange rate 14 (12, 22,5
differences 043) 68
Total other financial income and (12, 22,5
expenses 043) 68
Other income and expenses
Operational income 15 32,1 7,16
80 2
General and administrative 16 (73, (49,
expenses 915) 995)
Total other income and (41, (42,
expenses 735) 833)
Result on ordinary activities before taxation 68,6 126,
46 327
Taxation charge for the year 17 (12, (26,
116) 781)
Result after taxation 56,5 99,5
30 46
The accompanying notes are an integral part of this profit and loss account.
Notes to the annual accounts for the year 2017
General
The Company was incorporated as a private company with limited liability
under the laws of the Netherlands on 7 November 2006 and has its statutory
seat in Amsterdam, The Netherlands. The ultimate holding company is R.E.A.
Holdings plc in London, United Kingdom. The principal activity of the
Company is to act as a finance company, and its place of business is at
Amstelveenseweg 760, 1081 JK Amsterdam, The Netherlands.
The functional currency of the Company is GBP, which is also the
presentation currency of the accounts.
Basis of presentation
The accompanying accounts have been prepared in accordance with accounting
principles generally accepted in The Netherlands and with the financial
reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.
The most significant accounting principles are as follows:
a) Foreign currencies
Assets and liabilities in foreign currencies are converted into pounds
sterling at the exchange rates prevailing on the balance sheet date.
Transactions in foreign currencies are translated into pounds sterling at
the exchange rates in effect at the time of the transactions. The resulting
exchange rate differences are taken to the profit and loss account, with the
exception of the share capital which is included in Capital and reserves
under Translation reserve.
The exchange rates used in the annual accounts are: 31.12.17 31.12.16
1 GBP (pound sterling) = EUR 1.20 1.17
b) Loans and receivables
Loans and receivables are stated at their face value, less an allowance for
any possible uncollectible amounts.
c) Other assets and liabilities
Other assets and liabilities are shown at face value, unless stated
otherwise in the notes.
d) Recognition of income
Income and expenses, including taxation, are recognized and reported on the
accruals basis.
e) Corporate income tax
Taxation on the result for the period comprises both current taxation
payable and deferred taxation. No current taxation is provided if, and to
the extent that, profits can be offset against losses brought forward from
previous periods. Deferred tax assets on losses are recognized to the extent
that it is probable that taxable profits will be available against which the
deferred tax assets can be utilized. Current tax liabilities are computed
taking into account all available tax credits.
Going Concern
In the Directors' Report included in the 2017 Annual Report of REAH the
directors have made the following statement regarding future viability:
"As announced on 25 April 2018, the group has entered into a conditional
agreement for the sale of PT Putra Bongan Jaya ("PBJ"). The sale is expected
to realise gross proceeds of approximately $85 million and net proceeds of
approximately $57 million after repayment of external borrowings and net of
selling expenses. The proceeds of the sale of the PBJ shares and the
repayment of monies owed by PBJ to other group companies will be applied in
reduction of group indebtedness.
As at 31 December 2017, bank debt due within one year amounted to $28.1
million. Of this, $22.0 million represented drawings under the group's
revolving working capital facilities. The directors have no reason to
believe that these facilities will not be rolled over at the end of July
2018 when the facilities fall due for renewal.
Since June 2015, the group's financial position has been much improved by
the subscription of some $39.5 million for new ordinary and preference
shares, the issue of a total of $65 million of 2020 sterling notes and 2022
dollar notes in replacement of previous notes now redeemed and the loan and
equity investment totalling $44 million by PT Dharma Satya Nusantara Tbk
("DSN"). The sale of PBJ should complete the financial restructuring.
The sale of PBJ will serve the important financial purpose of reducing debt.
It will also permit the group to consolidate its operational activities in a
more compact area and to operate for longer without the need for an
additional oil mill. This can be expected to result in a capital expenditure
programme better aligned to the group's operational cash flows. The steady
progress towards the resumption of mining on the group's principal coal
concession should also lead to progressive recovery of amounts invested in
coal. On the reasonable assumption that the divestment of PBJ will be
completed as expected, the directors are confident that the group will have
the cash resources that it needs for the foreseeable future.
Should the sale of PBJ for any reason not be completed (an eventuality that
the directors consider unlikely), then the group would be left with a higher
level of indebtedness than the directors believe is desirable. Depending
upon the level of CPO prices and operational performance during the
remainder of 2018, the group may then need to seek some additional equity
funding to address this.
As respects funding risk, the group has material indebtedness in the form of
bank loans and listed notes. Some $5.1 million (excluding $1.1 million of
bank loans to PBJ that will be discharged upon completion of the sale of
PBJ) of bank term indebtedness falls due for repayment during 2018. A
further $22.0 million of revolving working capital lines fall due for
renewal during the same period. A further GBP31.9 million ($42.8 million)
sterling notes will become repayable in August 2020. In view of the material
proportion of the group's indebtedness falling due in the period to 31
December 2020, as described above, the directors have chosen this period for
their assessment of the long-term viability of the group.
In the meanwhile, the group is continuing discussions to refinance with
longer term debt indebtedness falling due in 2018 and 2019 although the
directors have no reason to believe that the revolving working capital
facilities falling due in 2018 and 2019 will not be rolled over when they
fall due for renewal (all revolving working capital facilities having
previously been substantially rolled over on past renewals).
In 2020 consideration will be given to the submission of proposals to the
holders of the sterling notes to refinance these with securities of longer
tenor.
With the improvements in crops now being seen and CPO prices projected to
remain at remunerative levels, the group's plantation operations can be
expected to generate increasing cash flows going forward. In addition, the
group is currently finalising arrangements to recommence operations at the
group's principal coal concession and this can be expected to result in
increasing cash flow. The group's ongoing extension planting programme will
continue to require material capital expenditure but the group has
flexibility as to the rate of development. Moreover, successful completion
of the planned divestment of PBJ referred to above will defer for some years
the group's requirement for a fourth palm oil mill.
The directors fully expect that the divestment and financing initiatives
currently being pursued, coupled with the improving outlook for the group's
internally generated cash flows, will refinance, or permit the group to
repay, the group indebtedness falling due for repayment during the period of
assessment. However, should funding be required pending completion of these
initiatives, the group will seek to issue for cash a limited number of new
shares, authority for which will be sought as and when appropriate.
Based on the foregoing and after making enquiries, the directors therefore
have a reasonable expectation that the company and the group have adequate
resources to continue in operational existence for the period to 31 December
2020 and to remain viable during that period."
Having considered these statements by the director of REAH the director of
the Company has a reasonable expectation that REAH will be able to repay its
indebtedness.
Cash flow statement
The annual accounts for 2017 of the Company's ultimate holding company
(REAH) include a consolidated cash flow statement for the group as a whole.
Accordingly, the Company has elected to use the exemption provided under RJ
360.104 and does not present its own cash flow statement. The annual report
of REAH can be obtained from the website www.rea.co.uk
Related party transactions
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2018 11:23 ET (15:23 GMT)
DJ REA Finance B.V.: Annual accounts for 2017 -4-
All transactions with the shareholder (REAH) are related party transactions
and are performed at arm's length.
Notes to the specific items of the balance sheet
1. Loans to parent company
REAH, the Company's parent company, is a company incorporated in the United
Kingdom whose share capital is listed on the London Stock Exchange.
The loans to REAH comprise:
2017 2016
GBP GBP
Balance Tranche A at 1 January 11,259,000 11,259,000
On 16 October REAH purchased for (248,000) -
cancellation 2017 sterling notes
reducing the Tranche A loan
On 15 December REAH purchased for (50,000) -
cancellation 2017 sterling notes
reducing the Tranche A loan
Repayment of Tranche A loan on 20
December
(10,486,000)
Transfer of Tranche A to Tranche B (475,000) -
on 31 December
Balance Tranche A at 31 December - 11,259,000
Balance Tranche B at 1 January 31,852,000 31,852,000
Transfer of Tranche A to Tranche B 475,000 -
Balance Tranche B at 31 December 32,327,000 31,852,000
Balance at 31 December 32,327,000 43,111,000
The Tranche A loan to REAH bore interest at 9.6783 per cent and was repaid
on 20 December 2017.
The Tranche B loan (the "Loan") to REAH bears interest at 8.9283 per cent
and is repayable on 20 August 2020. The Loan to REAH represents the
on-lending of proceeds from the issue of the 2020 sterling notes on such
terms that permit the Company to earn such interest margin as is specified
by the Advance Pricing Agreement referred to in note 17. In view of the
similar provisions of these loans as to interest and maturity as those
applicable to the sterling notes, management estimates a fair value of
GBP32.4m (2016: GBP42.7m), using the same basis of valuation as the sterling
notes (see note 7).
2. Amounts due from parent company 2017 2016
GBP GBP
R.E.A. Holdings plc: current account 448,836 372,107
448,836 372,107
All amounts are due within one year.
3. Taxation receivable 2017 2016
GBP GBP
Corporate income tax 2017 7,014 -
7,014 -
01.01 paid/(received) p/l 31.12
accoun
t
Corporate GBP GBP GBP
income
tax GBP
summary
2016 (4,248 2,761 1,487 -
)
2017 - 20,968 (13,95 7,014
4)
(4,248 23,729 (12,46 7,014
) 7)
4. Other debtors 2017 2016
GBP GBP
ADNL credit invoice - 375
- 375
5. Cash and cash equivalents 2017 2016
GBP GBP
Current account with bank GBP 14,368 36,482
Current account with bank EUR 670 153
15,038 36,635
6. Amounts due to parent company 2017 2016
GBP GBP
Balance loan as per 1 January 2,460,000 2,460,000
Repayment 20 December 2017 (2,460,000) -
Balance loan as per 31 December - 2,460,000
The sterling loan from REAH to the Company incurred interest at 8.5% and was
repaid on 20 December 2017. The loan was provided during 2011 in order to
finance the re-purchase of GBP2,460,000 nominal of sterling notes. At 31
December 2016 management estimated the fair value of this loan on the same
basis as the loan from the Company to REAH (see note 1) resulting in a fair
value of GBP2.4m.
7. Sterling Notes
The sterling notes are listed on the London Stock Exchange and are
irrevocably and jointly guaranteed by REAH and by REAS.
2017 2016
GBP GBP
Balance 2017 sterling notes at 1 8,324,000 8,324,000
January
Purchased for cancellation on 16 (248,000) -
October by REAH
Purchased for cancellation on 15 (50,000) -
December by REAH
Repaid 21 December 2017 (8,026,000) -
Balance 2017 sterling notes at 31 - 8,324,000
December
Balance 2020 sterling notes at 1 31,852,000 31,852,000
January
Balance 2020 sterling notes at 31 31,852,000 31,852,000
December
Balance at 31 December 31,852,000 40,176,000
The 2017 sterling notes were repaid on 21 December 2017. The 8.75 per cent
guaranteed sterling notes 2020 (the "2020 sterling notes") are repayable on
31 August 2020. The fair value of the sterling notes has been estimated by
management at GBP31.9m (2016: GBP39.8m) based on the latest price at which the
sterling notes were traded prior to the balance sheet date.
8. Taxation payable 2017 2016
GBP GBP
Value added tax 1,417 1,528
Corporate income tax 2016 - 4,248
1,417 5,776
9. Due to third parties 2017 2016
GBP GBP
Administration fees 1,700 -
Audit fees 14,000 11,000
Tax advisory fees 2,000 2,000
Legal fees 6,621 1,721
24,321 14,721
10. Capital and reserves
The authorized share capital of the Company amounts to EUR 90,000 divided
into 90,000 shares of EUR 1 each, of which 18,000 shares have been issued
and fully paid-up. The share capital is recorded at the rate of exchange at
the balance sheet date. At 31 December 2017 the rate was 1 GBP = 1.20 EUR
(2016: 1 GBP = 1.17 EUR).
Share Translation Share Oth Tot
capit reserve (GBP) premi er al
al um res (GBP)
(GBP) (GBP) erv
es
(GBP)
Balance as at 31.12.15 13,26 (1,040) 475,0 276 764
4 00 ,85 ,07
0 4
Transfer - - - - -
Dividend - - - - -
Revaluation 2,151 (2,151) - - -
Result for the year - - - 99, 99,
546 546
Balance as at 31.12.16 15,41 (3,191) 475,0 376 863
5 00 ,39 ,62
6 0
Transfer - - - - -
Dividend - - - - -
Revaluation (390) 390 - - -
Result for the year - - - 56, 56,
530 530
Balance as at 31.12.17 15,02 (2,801) 475,0 432 920
5 00 ,92 ,15
6 0
Appropriation of the result for the year
The management proposes to add the profit for the year to the other
reserves. This proposal has already been reflected in the annual accounts.
11. Interest income on loans to parent 2017 2016
company
GBP GBP
R.E.A. Holdings plc 3,898,019 3,933,522
3,898,019 3,933,522
12. Interest expense on loans from parent 2017 2016
company
GBP GBP
R.E.A. Holdings plc 202,850 209,100
202,850 209,100
13. Interest expense sterling notes 2017 & 2017 2016
2020
GBP GBP
Interest payable sterling notes 3,572,74 3,577,830
5
3,572,74 3,577,830
5
14. Currency exchange rate differences 2017 2016
GBP GBP
On finance activities (12,043) 22,568
(12,043) 22,568
15. Operational income 2017 2016
GBP GBP
Operational income 32,180 7,162
32,180 7,162
16. General and administrative expenses 2017 2016
GBP GBP
Administration fees 26,210 17,376
Tax advisory fees 10,910 5,694
Notary fees 14,166 10,154
Bank charges 2,661 2,073
Audit fees (Deloitte Accountants B.V.) 18,551 12,087
VAT 2015 - 1,083
VAT 2016 - 1,528
VAT 2017 1,417 -
73,915 49,995
Audit fees
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2018 11:23 ET (15:23 GMT)
With reference to Section 2:302a of the Dutch Civil Code, the following fees
for the financial year have been charged by Deloitte Accountants B.V. to the
Company:
2017 Deloitte Other
Deloitt
e
Accountants Network To
B.V. (GBP) (GBP) ta
l
(GBP
)
Audit of the financial statements 14,000 - 14
,0
00
Under provision in respect of 2016 4,551 - 4,
55
1
Other audit engagements - - -
Tax advisory services - - -
Other non-audit services - - -
Total 18,551 - 18
,5
51
2016 Deloitte Other
Deloitt
e
Accountants Network To
B.V. (GBP) (GBP) ta
l
au
di
t
fe
e
(GBP
)
Audit of the financial statements 11,000 - 11
,0
00
Under provision in respect of 2015 1,087 - 1,
08
7
Other audit engagements - - -
Tax advisory services - - -
Other non-audit services - - -
Total 12,087 - 12
,0
87
17. Taxation on the result on ordinary 2017 2016
activities before taxation
GBP GBP
Discount on early tax payment 351 466
Corporate income tax - previous year 1,487 (989)
Corporate income tax - current year (13,954) (26,258)
(12,116) (26,781)
The Company has concluded an Advance Pricing Agreement and an Advance Tax
Ruling with the Dutch fiscal authorities dated 21 February 2007, as amended
by Addenda dated 11 March 2009 and 29 July 2010. The Company's financing
activities are based on a transfer pricing report and are confirmed to be
conducted at arm's length in the Advance Pricing Agreement. The profit on
such financing activities comprises interest received on loans to group
entities, less interest payable on loans from group and external entities
and operating expenses relating to such activities. Dutch corporate income
tax is assessable on such profit.
The Dutch corporate income tax rate below an amount of EUR 200,000 is 20%.
The Dutch corporate income tax rate above an amount of EUR 200,000 is 25%.
The effective tax rate of the Company is 20%.
18. Staff numbers and employment costs
The Company has no employees and hence incurred no wages, salaries or
related social security charges during the reporting period, nor during the
previous year.
19. Directors
The Company has one managing director (2016: one).
The Company has no supervisory directors (2016: none).
20. Subsequent events
No events have occurred since the balance sheet date, which would change the
financial position of the Company and which would require adjustment to or
disclosure in the annual accounts now presented.
21. Ultimate Holding Company
The immediate and ultimate holding company and the controlling party is
REAH, incorporated in the United Kingdom and registered in England and
Wales. The annual accounts of the Company are consolidated into the group
headed by REAH which is the only group into which the results of the Company
are consolidated. Copies of the annual report, including the audited
financial statements, of REAH are available at the registered office of
REAH.
Amsterdam, April 26, 2018
Corfas B.V.
Other information
Independent auditor's report
The independent auditor's report is set out on the next page.
Statutory rules relating to the appropriation of results
In accordance with article 18 of the Company's articles of association, and
Book 2 of the Dutch Civil Code, the allocation of profits accrued in a
financial year shall be determined by the general meeting. If the general
meeting does not adopt a resolution regarding the allocation of the profits
prior to or at latest immediately after the adoption of the annual accounts,
the profits will be reserved.
The general meeting has the authority to make distributions. If the Company
is required by law to maintain reserves, this authority only applies to the
extent that the equity exceeds these reserves. No resolution of the general
meeting to distribute shall have effect without the consent of the
management board. The management board may withhold such consent only if it
knows or reasonably should expect that after the distribution, the Company
will be unable to continue the payment of its debts as they fall due.
Independent auditor's report
To the shareholders and the Supervisory Board of REA Finance B.V.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2017 INCLUDED IN THE ANNUAL
ACCOUNTS
Our opinion
We have audited the accompanying financial statements 2017 of REA Finance
B.V., based in Amsterdam.
In our opinion the accompanying financial statements give a true and fair
view of the financial position of REA Finance B.V. as at December 31, 2017,
and of its result for 2017 in accordance with Part 9 of Book 2 of the Dutch
Civil Code.
The financial statements comprise:
1. The balance sheet as at December 31, 2017.
2. The profit and loss account for 2017.
3. The notes comprising a summary of the accounting policies and other
explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. Our responsibilities under those standards are
further described in the "Our responsibilities for the audit of the
financial statements" section of our report.
We are independent of REA Finance B.V. in accordance with the EU Regulation
on specific requirements regarding statutory audit of public-interest
entities, the "Wet toezicht accountantsorganisaties"
(Wta, Audit firms supervision act), the "Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten" (ViO, Code of
Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the
Netherlands. Furthermore, we have complied with the "Verordening gedrags- en
beroepsregels accountants" (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Materiality
Based on our professional judgement we determined the materiality for the
financial statements as a whole at EUR 325,000. The materiality is based on
1% of total assets. We have also taken into account misstatements and/or
possible misstatements that in our opinion are material for the users of the
financial statements for qualitative reasons.
We agreed with Management Board that misstatements in excess of EUR 16,000,
which are identified during the audit, would be reported to them, as well as
smaller misstatements that in our view must be reported on qualitative
grounds.
Our key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements. We have
communicated the key audit matters to Management Board. The key audit
matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial
statements as a whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Valuation of receivables
A key audit risk is the risk associated with the possible impairment of the
receivables from the (ultimate) parent company which are measured against
amortized cost, and the disclosure of the fair value of these receivables.
Reference is made to note 1 of the financial statements of REA Finance B.V.
as per
December 31, 2017.
Response
We obtained the audited financial statements of the ultimate shareholder and
based on the information received we evaluated the impairment analysis of
management. For the fair value disclosures we challenged management
assumptions used when determinating the fair value.
(MORE TO FOLLOW) Dow Jones Newswires
April 30, 2018 11:23 ET (15:23 GMT)
