Registration number: 05987141
Meadowhall Finance PLC
Annual Report and Financial Statements
for the Year Ended 31 March 2023
DocuSign Envelope ID: 251BDA4E-2678-44B1-AB21-505082A586C4
Meadowhall Finance PLC
Contents
Strategic Report 1 to 2
Directors' Report 3 to 4
Independent Auditors' Report 5 to 10
Profit and Loss Account 11
Statement of Comprehensive Income 12
Balance Sheet 13
Statement of Changes in Equity 14
Notes to the Financial Statements 15 to 25
DocuSign Envelope ID: 251BDA4E-2678-44B1-AB21-505082A586C4
Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2023
The directors present their Strategic Report for the year ended 31 March 2023.
Business review and principal activities
Meadowhall Finance PLC ("the company") is a wholly owned subsidiary of Meadowhall Limited Partnership, which
itself is indirectly owned by MSC Property Intermediate Holdings Limited. MSC Property Intermediate Holdings
Limited and its subsidiaries ("the group") operate as a joint venture between The British Land Company PLC and
NBIM Victoria Partners LP.
The company's principal activity is to provide funding to fellow subsidiaries within the group.
As shown in the company's Profit and Loss Account on page 11, profit on ordinary activities before taxation is £2,547
compared to a profit on ordinary activities before taxation of £2,733 in the prior year.
Dividends of £nil (2022: £nil) were paid in the year.
The Balance Sheet on page 13 shows that the company's financial position at the year end has, in net liability terms,
decreased compared with the prior year. This is mainly due to movements in the valuation of interest rate swaps
reflecting the increase in market interest rates since the beginning of the year.
Details of significant events since the balance sheet date, if any, are contained in note 15.
Key performance indicators
The directors measure how the group is delivering its strategy through the key performance indicators.
The directors consider the primary measure of performance of the group to be turnover and net asset value. The
performance of the group, which includes the company, is discussed in the group’s annual report which can be
obtained as per the details in note 16.
The expected future developments of the company are determined by the strategy of the group. There are no future
developments outside of the company's current operations.
Principal risks and uncertainties
This company is part of a large property investment group. As such, the fundamental underlying risks for this
company are those of the property group as discussed below.
The group generates returns to shareholders through long-term investment decisions requiring the evaluation of
opportunities arising in the following areas:
demand for space from occupiers against available supply;
identification and execution of investment and development strategies which are value enhancing;
availability of financing or refinancing at an acceptable cost;
economic cycles, including their impact on tenant covenant quality, interest rates, inflation and property values;
legislative changes, including planning consents and taxation;
engagement of development contractors with strong covenants;
key staff changes; and
environmental and health and safety policies.
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Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2023 (continued)
Principal risks and uncertainties (continued)
These opportunities also represent risks, the most significant being change to the value of the property portfolio. This
risk has high visibility to directors and is considered and managed on a continuous basis. Directors use their
knowledge and experience to knowingly accept a measured degree of market risk.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other
party to incur a financial loss. In order to manage this risk, management regularly monitors all amounts that are owed
to the company to ensure that amounts are paid in full and on time.
Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated with
financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to ensure that
the company has enough resources to repay all future amounts outstanding.
The company's activities expose it primarily to interest rate risk. The company uses interest rate swap contracts to
hedge these exposures. The company does not use derivative financial instruments for speculative purposes.
The company finances its operations through public debt issues. The company borrows in Sterling at both fixed and
floating rates of interest, using interest rate derivatives to hedge the interest rate risk on variable rate debt.
The company holds one derivative as at 31 March 2023 (2022: one) to fix the interest rates on external debt at
approximately 4.65% (2022: 4.65%). The fair value of interest rate derivatives at the year end is a liability of £2.6m
(2022: £9.5m liability) and has been accounted for using hedge accounting through the Statement of Comprehensive
Income, with the ineffective portion recognised in the Profit and Loss Account.
The general risk environment in which the Company operates has been volatile in terms of the economic and political
landscape. Market sentiment remains fragile.
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
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Paul Case
26.07.2023
Meadowhall Finance PLC
Directors' Report for the Year Ended 31 March 2023
The directors present their report and the audited financial statements for the year ended 31 March 2023.
Directors of the company
The directors, who held office during the year, and up to the date of signing the financial statements, were as follows:
H Shah
J Brookes
J Patel
P Case
R Peel
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and
applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In
preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed,
subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The directors are also 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 the financial statements comply with the Companies Act 2006.
Environment
The company recognises the importance of its environmental responsibilities, monitors its impact on the environment;
and designs and implements policies to reduce any damage that might be caused by the company's activities. The
company operates in accordance with best practice policies and initiatives designed to minimise the company's
impact on the environment including safe disposal of manufacturing waste, recycling and reducing energy
consumption.
In preparing the financial statements, the impact of climate change has been considered. Whilst noting the
Company's commitment to sustainability, there has not been a material impact on the financial reporting judgements
and estimates arising from our considerations, which include physical climate and transitional risk assessments
conducted by the group.
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Meadowhall Finance PLC
Directors' Report for the Year Ended 31 March 2023 (continued)
Going concern
The Directors have reviewed the company’s forecast working capital and cash flow requirements, in addition to
making enquiries and examining areas which could give risk to financial exposure.
At 31 March 2023 the company was in a net liability position of £1,795,727 (2022: £7,230,016 liability) mainly due to
market rates being below the fixed rate payable on the company’s interest rate swap. Within the going concern period
the Company is required to repay principal amounts of £37,301,720 on the secured bonds and receive £37,301,720
on the term loans from Meadowhall Limited Partnership (the borrower).
In the instance of a shortfall on repayment of the term loan by the borrower due to lower rents received from tenants,
the Company has access to an undrawn Liquidity Facility of £75m which will be available for the scheduled life of the
bonds to 2032, to meet certain shortfalls in debt service of the Issuer, including bond interest and certain bond
amortisation amounts. The company also has the ability to defer other debt service amounts if required.
As a result of the above, Meadowhall Finance PLC expects to have sufficient resources to meet the debt service
requirements of the Company. Therefore, the directors have a reasonable expectation that the Company has
adequate resources to continue its operations for at least twelve months after the signing of these financial
statements and as a result they continue to adopt the going concern basis in preparing the accounts.
Subsequent Events
Details of significant events since the Balance Sheet date, if any, are contained in note 15.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any
relevant audit information and to establish that the company's auditors are aware of that information. The directors
confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of independent auditors
The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a
resolution concerning their re-appointment will be proposed at the next Board Meeting.
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
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DocuSign Envelope ID: 251BDA4E-2678-44B1-AB21-505082A586C4
Paul Case
26.07.2023
Independent auditors’ report to the
members of Meadowhall Finance PLC
Report on the audit of the financial statements
Opinion
In our opinion, Meadowhall Finance PLC’s financial statements:
give a true and fair view of the state of the company’s affairs as at 31 March 2023 and of its profit for the year then
ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”),
which comprise: the Balance Sheet as at 31 March 2023; the Profit and Loss Account, the Statement of Comprehensive
Income and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which
include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Overview
Audit scope
We have performed a full scope audit on the financial statements. As part of designing our audit, we determined
materiality and assessed the risks of material misstatement in the financial statements. In particular, we addressed the
risk of management override of controls, including evaluating whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
Key audit matters
Accounting for loans and borrowings
Materiality
Overall materiality: £4,880,160 (2022: £5,269,000) based on 1% of total assets.
Performance materiality: £3,660,120 (2022: £3,952,000).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Accounting for loans and borrowings
Refer to the Notes to the financial statements - Note 11
(Creditors due after more than one year). The company
has debt totalling £482 million (2022: £519 million).There
were no redemptions, or partial redemptions in the period.
The principle business activity of the company is to
provide funding to fellow subsidiaries of the Meadowhall
group, and therefore the loans and borrowings are
considered an area of focus.
We obtained and reviewed each loan contract to
understand the terms and conditions. Where debt
covenants were identified, we re-performed management's
calculations to verify compliance with the loan contracts.
We have either agreed the carrying value of debt to third
party confirmations or performed alternative procedures.
We traced payments to bank statements to confirm
repayments made in the year on the bonds and term loans.
From our work on the terms of the debt arrangements in
place as at 31 March 2023, we consider the loans and
borrowings to be accounted for appropriately.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the
industry in which it operates.
The company’s principal activity is to provide funding to fellow subsidiaries within the group. The scoping performed has
ensured sufficient coverage and appropriate audit evidence for our opinion on the company financial statements as a whole.
The impact of climate risk on our audit
In planning our audit, we made enquiries with management to understand the extent of the potential impact of climate
change risk on the financial statements. Our evaluation of this conclusion included challenging key judgements and
estimates in areas where we considered that there was greatest potential for climate change impact. Our procedures did
not identify any material impact as a result of climate risk on the company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company
materiality
£4,880,160 (2022: £5,269,000).
How we determined it
1% of total assets
Rationale for
benchmark applied
We believe that total assets are the primary measure used by the shareholders in assessing
the performance of the entity and is a generally accepted auditing benchmark.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example
in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to
£3,660,120 (2022: £3,952,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the directors that we would report to them misstatements identified during our audit above £244,000 (2022:
£264,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of
accounting included:
Corroborated key assumptions (e.g. liquidity forecasts and financing arrangements) to underlying documentation and
ensured this was consistent with our audit work in these areas;
Understood and assessed the appropriateness of the key assumptions used both in the base case and in the severe but
plausible downside scenario, including assessing whether we considered the downside sensitivities to be appropriately
severe;
Tested the integrity of the underlying formulas and calculations within the going concern and cash flow models;
Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario
materialising. Specifically, we focused on whether these actions are within the company’s control and are achievable;
and
Reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an
explanation of the directors’ assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's
ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors' report for the year ended 31 March 2023 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did
not identify any material misstatements in the Strategic report and Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied
that they give a true and fair view. The directors are also 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.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws
and regulations related to the Listing Rules, and we considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial
statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries to increase interest receivable or reduce interest payable. Audit
procedures performed by the engagement team included:
Discussions with management and internal audit, including consideration of known or suspected instances of non-
compliance with laws and regulations and fraud, and review of the reports made by management and internal audit;
Understanding of management’s internal controls designed to prevent and detect irregularities, risk-based monitoring of
customer processes;
Assessment of matters reported on the company’s whistleblowing helpline and the results of management’s investigation
of such matters;
Reviewing the company’s litigation register in so far as it related to non-compliance with laws and regulations and fraud;
and
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, posted
by unexpected users and posted on unexpected days.
Reviewing relevant board meeting minutes.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the directors, we were appointed by the members on 15 March 2018 to audit the financial
statements for the year ended 31 March 2018 and subsequent financial periods. The period of total uninterrupted
engagement is six years, covering the years ended 31 March 2018 to 31 March 2023.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’
report provides no assurance over whether the annual financial report will be prepared using the single electronic format
specified in the ESEF RTS.
Sandra Dowling (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26 July 2023
Meadowhall Finance PLC
Profit and Loss Account for the Year Ended 31 March 2023
Note
2023
£
2022
£
Interest received and similar income
4
25,477,126
27,329,656
Interest paid and similar expenses
5
(25,474,579)
(27,326,923)
Profit on ordinary activities before taxation
2,547
2,733
Taxation
8
(484)
(519)
Profit for the year
2,063
2,214
Results were derived from continuing operations within the United Kingdom.
The notes on pages 15 to 25 form an integral part of these financial statements.
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Meadowhall Finance PLC
Statement of Comprehensive Income for the Year Ended 31 March 2023
Note
2023
£
2022
£
Profit for the year
2,063
2,214
Items that may be reclassified subsequently to profit or loss
Gain on cash flow hedges (net)
11
6,591,239
4,853,420
Tax relating to components of other comprehensive income
12
(1,159,013)
(929,398)
Total other comprehensive income
5,432,226
3,924,022
Total comprehensive income for the year
5,434,289
3,926,236
The notes on pages 15 to 25 form an integral part of these financial statements.
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Meadowhall Finance PLC
(Registration number: 05987141)
Balance Sheet as at 31 March 2023
Note
31 March
2023
£
31 March
2022
£
Assets
Debtors due within one year
9
42,708,163
43,110,296
Debtors due after more than one year
9
445,306,562
483,767,295
Cash at bank and in hand
1,309
1,000
488,016,034
526,878,591
Creditors due within one year
10
(42,584,140)
(42,670,333)
Total assets less current liabilities
445,431,894
484,208,258
Creditors due after more than one year
11
(447,227,621)
(491,438,274)
Net liabilities
(1,795,727)
(7,230,016)
Capital and reserves
Share capital
13
12,502
12,502
Cash flow hedging reserve
(1,321,795)
(6,754,021)
Profit and loss account
(486,434)
(488,497)
Total shareholders' deficit
(1,795,727)
(7,230,016)
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
The notes on pages 15 to 25 form an integral part of these financial statements.
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Paul Case
26.07.2023
Meadowhall Finance PLC
Statement of Changes in Equity for the Year Ended 31 March 2023
Share capital
£
Cash flow
hedging
reserve
£
Profit and loss
account
£
Total
£
Balance at 1 April 2021
12,502 (10,678,043) (490,711) (11,156,252)
Profit for the year
- - 2,214 2,214
Gain on cash flow hedges (net)
- 4,853,420 - 4,853,420
Tax relating to components of other
comprehensive income
- (929,398) - (929,398)
Total comprehensive income for the
year
- 3,924,022 2,214 3,926,236
Balance at 31 March 2022
12,502 (6,754,021) (488,497) (7,230,016)
Balance at 1 April 2022
12,502 (6,754,021) (488,497) (7,230,016)
Profit for the year
- - 2,063 2,063
Gain on cash flow hedges (net)
- 6,591,239 - 6,591,239
Tax relating to components of other
comprehensive income
- (1,159,013) - (1,159,013)
Total comprehensive income for the
year
- 5,432,226 2,063 5,434,289
Balance at 31 March 2023
12,502 (1,321,795) (486,434) (1,795,727)
The notes on pages 15 to 25 form an integral part of these financial statements.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023
1 General information
The company is a public company limited by share capital, incorporated and domiciled in England, United Kingdom.
The address of its registered office is:
York House
45 Seymour Street
London
W1H 7LX
2 Accounting policies
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements were prepared in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and
applicable law). The financial statements are prepared in accordance with the requirements of the Companies Act
2006. Instances in which advantage of the FRS 101 disclosure exemptions have been taken are set out below.
The financial statements have been prepared under the historical cost convention, as modified to include the
revaluation of derivatives. Historical cost is generally based on the fair value of the consideration given in exchange
for the assets.
Summary of disclosure exemptions
The company has taken advantage of the following disclosure exemptions under FRS 101:
(a) The requirements of IAS 1 to provide a Balance Sheet at the beginning of the year in the event of a prior year
adjustment;
(b) The requirements of IAS 1 to provide a Statement of Cash flows for the year;
(c) The requirements of IAS 1 to provide a statement of compliance with IFRS;
(d) The requirements of IAS 1 to disclose information on the management of capital;
(e) The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors to disclose new IFRS's that have been issued but are not yet effective;
(f) The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into
between two or more members of a group, provided that any subsidiary which is a party to the transaction is
wholly owned by such a member;
(g) The requirements of paragraph 17 of IAS 24 Related Party Disclosures to disclose key management
personnel compensation;
(h) The requirements of IFRS 7 to disclose financial instruments; and
(i) The requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement to disclose information of fair
value valuation techniques and inputs.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
2 Accounting policies (continued)
Disclosure exemptions for subsidiaries are permitted where the relevant disclosure requirements are met in the
consolidated financial statements. Where required, equivalent disclosures are given in the group financial statements
of MSC Property Intermediate Holdings Limited. The group financial statements of MSC Property Intermediate
Holdings Limited are available to the public and can be obtained as set out in note 16.
Going concern
The Directors have reviewed the company’s forecast working capital and cash flow requirements, in addition to
making enquiries and examining areas which could give risk to financial exposure.
At 31 March 2023 the company was in a net liability position of £1,795,727 (2022: £7,230,016 liability) mainly due to
market rates being below the fixed rate payable on the company’s interest rate swap. Within the going concern period
the Company is required to repay principal amounts of £37,301,720 on the secured bonds and receive £37,301,720
on the term loans from Meadowhall Limited Partnership (the borrower).
In the instance of a shortfall on repayment of the term loan by the borrower due to lower rents received from tenants,
the Company has access to an undrawn Liquidity Facility of £75m which will be available for the scheduled life of the
bonds to 2032, to meet certain shortfalls in debt service of the Issuer, including bond interest and certain bond
amortisation amounts. The company also has the ability to defer other debt service amounts if required.
As a result of the above, Meadowhall Finance PLC expects to have sufficient resources to meet the debt service
requirements of the Company. Therefore, the directors have a reasonable expectation that the Company has
adequate resources to continue its operations for at least twelve months after the signing of these financial
statements and as a result they continue to adopt the going concern basis in preparing the accounts.
Adoption status of relevant new financial reporting standards and interpretations
In the current year the Company has adopted a number of minor amendments to standards effective in the year
issued by the IASB, none of which have had a material impact on the Company. These include amendments to IAS
16, IAS 37, IFRS 3 and annual improvements to IFRS Standards 2018-2020. Several amendments to standards and
interpretations have been issued but are not yet effective for the current accounting period. These include
amendments to IAS 12, IAS 1 and IFRS Practice Statement 2. These have not yet been adopted by the Company.
The amendments listed above did not have any material impact on amounts recognised in prior years, and are not
expected to significantly affect current and future years.
Interest payable and receivable policy
Interest payable and receivable is recognised as incurred under the accruals concept. Interest payable includes
financing charges which are spread over the period to redemption, using the effective interest method. Commitment
fees on non-utilised facilities are also included within interest payable.
Taxation
Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous
years.
Current tax is based on taxable profit for the year and is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date. Taxable profit differs from net profit as reported in the profit and loss
account because it excludes items of income or expense that are not taxable (or tax deductible).
Deferred tax
Deferred tax is provided on items that may become taxable at a later date, on the difference between the balance
sheet value and tax base value, on an undiscounted basis. The company recognises deferred tax assets on
derivative revaluations to the extent that future matching taxable profits are expected to arise.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
2 Accounting policies (continued)
Financial assets and liabilities
Trade debtors and creditors are initially recognised at fair value and subsequently measured at amortised cost and
discounted as appropriate. On initial recognition the Group calculates the expected credit loss for debtors based on
lifetime expected credit losses under the IFRS 9 simplified approach.
Loans and receivables classified as amortised cost are measured using the effective interest method, less any
impairment. Interest is recognised by applying the effective interest rate.
Debt instruments are stated at their net proceeds on issue. Finance charges including premia payable on settlement
or redemption and direct issue costs are spread over the period to redemption, using the effective interest method.
Exceptional finance charges incurred due to early redemption (including premia) are recognised in the Consolidated
Income Statement when they occur.
As defined by IFRS 9, cash flow and fair value hedges are initially recognised at fair value at the date the derivative
contracts are entered into, and subsequently remeasured at fair value. Changes in the fair value of derivatives that
are designated and qualify as effective cash flow hedges are recognised directly through other comprehensive
income as a movement in the hedging and translation reserve. Changes in the fair value of derivatives that are
designated and qualify as effective fair value hedges are recorded in the Profit and Loss Account, along with any
changes in the fair value of the hedged item that is attributable to the hedged risk. Any ineffective portion of all
derivatives is recognised in the Profit and Loss Account in the fair value of derivatives that are not in a designated
hedging relationship under IFRS 9 are recorded directly in the Profit and Loss Account. These derivatives are carried
at fair value on the balance sheet.
Cash equivalents are limited to instruments with a maturity of less than three months.
3 Critical accounting judgements and key sources of estimation uncertainty
In applying the Company's accounting policies, the Directors are required to make critical accounting judgements and
assess key sources of estimation uncertainty that affect the financial statements.
Key sources of estimation uncertainty
Hedge accounting
The key source of estimation uncertainty relates to the valuation of derivatives. The potential for management to
make judgements or estimates relating to those items which would have a significant impact on the financial
statements is considered, by the nature of the group's business to be limited. The derivatives have been valued by
calculating the net present value of future cashflows, using appropriate market discount rates, by an independent
treasury advisor.
Trade and other debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of
trade and other debtors, the Directors consider factors including the current credit rating of the debtor, the ageing
profile of debtors and historical experience.
Critical accounting judgements
The directors do not consider there to be any critical accounting judgements in the preparation of the Company
financial statements.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
4 Interest received and similar income
2023
£
2022
£
Interest received on amounts owed by group companies
25,477,126
27,329,656
25,477,126
27,329,656
5 Interest paid and similar expenses
2023
£
2022
£
Bonds and related facilities
24,525,122
25,433,442
Interest paid on cashflow hedge
949,457
1,893,481
25,474,579
27,326,923
6 Auditors' remuneration
A notional charge of £15,600 (2022: £15,000) is deemed payable to PricewaterhouseCoopers LLP in respect of the
audit of the financial statements for the year ended 31 March 2023. Actual amounts payable to
PricewaterhouseCoopers LLP are paid at group level by MSC Property Intermediate Holdings Limited.
No non-audit fees (2022 : £nil) were paid to PricewaterhouseCoopers LLP.
7 Staff costs
No director (2022: nil) received any remuneration for services to the company in either year. The remuneration of the
directors was borne by another company, for which no apportionment or recharges were made.
Average number of employees, excluding directors, of the company during the year was nil (2022: nil).
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
8 Taxation
2023
£
2022
£
Current taxation
UK corporation tax
484
519
Tax charge in the profit and loss account
484
519
2023
£
2022
£
Tax reconciliation
Profit on ordinary activities before taxation
2,547
2,733
Tax on profit on ordinary activities at UK corporation tax rate of 19% (2022:
19%)
484
519
Effects of:
Total tax charge
484
519
On 24 May 2021 legislation was substantially enacted to increase the corporation tax rate to 25% from 1 April 2023.
Where relevant this has been reflected in the deferred tax calculation.
9 Debtors
31 March
2023
£
31 March
2022
£
Debtors due within one year
Amounts due from related parties
58,280
52,703
Loans to related parties
37,301,720
37,301,720
Accrued income
5,348,163
5,755,873
42,708,163
43,110,296
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
9 Debtors (continued)
31 March
2023
£
31 March
2022
£
Debtors due within more than one year
Deferred tax assets - see note 12
640,352
1,799,365
Amounts owed by group companies - Long term loans
444,666,210
481,967,930
445,306,562
483,767,295
10 Creditors due within one year
31 March
2023
£
31 March
2022
£
Accrued expenses
5,280,595
5,366,114
Amounts due to related parties
1,825
1,825
Social security and other taxes
-
674
Secured bonds
37,301,720
37,301,720
42,584,140
42,670,333
11 Creditors due after more than one year
31 March
2023
£
31 March
2022
£
Secured bonds due within one to two years
37,899,520
37,301,720
Secured bonds due within two to five years
79,991,020
94,809,880
Secured bonds due after five years
326,775,670
349,856,330
Interest rate derivative liability
2,561,411
9,470,344
447,227,621
491,438,274
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
11 Creditors due after more than one year (continued)
31 March
2023
£
31 March
2022
£
Borrowings repayment analysis
Repayments due:
Within one year
37,301,720
37,301,720
Within one to two years
37,899,520
37,301,720
Within two to five years
79,991,020
94,809,880
155,192,260
169,413,320
After five years
326,775,670
349,856,330
Total borrowings
481,967,930
519,269,650
Fair value of interest rate derivatives
2,561,411
9,470,344
Total debt
484,529,341
528,739,994
31 March
2023
£
31 March
2022
£
Secured bonds on the assets of the Meadowhall Limited Partnership
Class A1 4.986% Bonds due 2037
332,759,680
365,758,800
Class A2 Floating Rate Bonds due 2037
40,500,000
41,220,000
Class B 4.988% Bonds due 2037
108,708,250
112,290,850
Total borrowings
481,967,930
519,269,650
Fair value of interest rate derivatives
2,561,411
9,470,344
Total secured borrowings
484,529,341
528,739,994
The £41m (2022: £41m) floating rate bonds are fully hedged by a swap to 2032. At 31 March 2023, taking into
account the effect of derivatives, 100% of the bonds were fixed (2022: 100%) until expected maturity. The bonds
amortise from 2007 to 2032, and are secured on the properties of group valued at £665m (2022: £711m). The
weighted average interest rate of the bonds is 5.00% (2022: 5.00%). The weighted average maturity of the bonds is
6.3 years (2022: 6.9 years).
The secured bonds as detailed in this note are issued by Meadowhall Finance PLC ("Issuer") and the proceeds are
on-lent to Meadowhall Limited Partnership ("Borrower") under the Issuer/Borrower Loan Agreement. Under this
agreement Meadowhall Limited Partnership will grant security over its beneficial interest in Meadowhall Shopping
Centre ("Mortgaged Property") and selected other interests and assets.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
11 Creditors due after more than one year (continued)
At 31 March 2023, the company was financed by £482.0m bonds (2022: £519.3m).
Except as detailed below, the carrying amounts of financial assets and financial liabilities recorded at amortised cost
in the financial statements are approximately equal to their fair values.
31 March
2023
£m
31 March
2022
£m
Bonds fair value
430
555
Comparison of fair values and book values and fair value hierarchy
The table below provides a comparison of fair value and book value along with the classification per the fair value
hierarchy. The different levels are defined:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level
Fair value
31 March
2023
£ m
Book value
31 March
2023
£ m
Fair value
31 March
2022
£ m
Book value
31 March
2022
£ m
Secured bonds 2
430 482
555 519
Interest rate derivative liability 2
3 3
9 9
433 485
564 528
The fair values of the bonds have been established by obtaining quoted market prices from brokers. The derivatives
have been valued by calculating the present value of future cash flows, using appropriate market discount rates, by
an independent treasury advisor.
The Class A1 and B Loan notes expose the entity to fair value interest rate risk while the Class A2 Loan notes
expose the company to cash flow interest rate risk.
The ineffectiveness recognised in the Profit and Loss Account on cash flow hedges in the year ended 31 March 2023
was £nil (2022: £nil). The table below summarises variable rate debt hedged at 31 March 2023.
31 March
2023
£
31 March
2022
£
39,780,000
40,500,000
39,060,000
39,780,000
34,860,000
37,260,000
Outstanding after one year
Outstanding after two years
Outstanding after five years
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
11 Creditors due after more than one year (continued)
Hedge accounting
The company uses interest rate swaps to hedge exposure to the variability in cash flows on floating rate debt. At 31
March 2023, the fair value of these derivatives, which have been designated cash flow hedges under lFRS 9, is a
liability of £2.6m (2022: £9.5m liability). The valuation movement reflects the increase in market interest rates since
the beginning of the year.
The derivatives have been valued by calculating the net present value of future cash flows, using appropriate market
discount rates, by an independent treasury advisor. The effective portion of changes in fair value of the designated
hedging instrument is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is
recognised immediately in the profit and loss. Amounts previously recognised in other comprehensive income and
accumulated in equity are reclassified to the profit and loss in the periods in which the hedged item affects profit or
loss or when the hedging relationship ends.
2023 2022 Movement
Reconciliation to gain / (loss) on cash flow hedges (net)
£ £ £
Fair value of interest rate derivatives (gross) (2,561,411) (9,470,344) 6,908,933
Less: Derivative interest accrued 67,046 384,740 (317,694)
Fair value of interest rate derivatives (net) (2,494,365) (9,085,604) 6,591,239
2022 2021 Movement
Reconciliation to gain / (loss) on cash flow hedges (net)
£ £ £
Fair value of interest rate derivatives (gross) (9,470,344) (14,361,911) 4,891,567
Less: Derivative interest accrued 384,740 422,887 (38,147)
Fair value of interest rate derivatives (net) (9,085,604) (13,939,024) 4,853,420
The Treasury Function
The Company finances its operations through public debt issues. The company borrows in Sterling at both fixed and
floating rates of interest, using interest rate derivatives to hedge these borrowings where appropriate.
Risk Management
Capital risk management:
The company finances its operations through public debt issues to ensure that sufficient competitively priced finance
is available to support the property strategy of the MSC Property Intermediate Holdings Limited group.
The approach adopted has been to engage in debt financing with long term maturity dates and as such the bonds
issued are due in 2037, but are expected to be repaid in 2032. Including debt amortisation 67.8% (2022: 67.4%) of
the total borrowings are due for payment after 5 years. There are no immediate debt refinancing requirements.
The company maintains a revolving liquidity facility which provides financial liquidity. This facility is only available for
the requirements of the Meadowhall securitisation. At 31 March 2023 this facility was £75.0m (£75.0m undrawn)
(2022: £75.0m (£75.0m undrawn)).
Details of bond covenants are authorised in the bonds Offering Circular, accessible via:
https://www.britishland.com/investors/debt/strategic-partnerships/meadowhall-financing-plc
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
11 Creditors due after more than one year (continued)
Credit risk:
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other
party to incur a financial loss. The carrying amount of financial assets recorded in the financial statements represents
the company’s maximum exposure to credit risk without taking account of the value of any collateral obtained.
Cash and deposits at 31 March 2023 amounted to £1,309 (2022: £1,000) and are placed with European Financial
institutions with A or better credit ratings. At 31 March 2023, prior to taking account of any offset arrangements, the
largest combined credit exposure to a single counterparty arising from money market deposits and interest rate
swaps was £nil (2022: £nil). This represents 0% (2022: 0%) of gross assets.
The company’s principal credit risk relates to an intra-group loan to Meadowhall Limited Partnership. At 31 March
2023 this loan stood at £482.0m (2022: £519.3m). The purpose of this loan is to provide funding to fellow subsidiaries
of the MSC Property Intermediate Holdings Limited group.
At 31 March 2023, the fair value of all interest rate derivatives which had a positive value was £nil (2022: £nil).
In order to manage this risk, management regularly monitors all amounts that are owed to the company to ensure that
amounts are paid in full and on time.
Liquidity risk:
Liquidity risk is the risk that the entity will encounter difficulty in raising funds to meet commitments associated with
financial liabilities. This risk is managed through day to day monitoring of future cash flow requirements to ensure that
the company has sufficient access to capital to repay all future amounts outstanding.
Interest rate risk:
The company’s activities expose it primarily to interest rate risk. The group uses interest rate swap contracts to hedge
these exposures. The group does not use derivative financial instruments for speculative purposes.
12 Deferred tax asset
£ £
1 April 2022 and 1 April 2021
1,799,365
2,728,763
Charged to hedging and translation reserve
(1,159,013)
(929,398)
31 March 2023 and 31 March 2022
640,352
1,799,365
The deferred tax balance arises on the fair value gain or loss on the revaluation of interest rate derivatives as
described in note 11. The deferred tax asset has been calculated at 25%. On 24 May 2021 legislation was
substantially enacted to increase the corporation tax rate to 25% from 1 April 2023.
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Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2023 (continued)
13 Share capital
Allotted, called up and fully paid shares
31 March
2023
31 March
2022
No. £ No. £
Ordinary shares of £1 each
2 2 2 2
Ordinary shares part paid of £0.25 each
49,998 12,500 49,998 12,500
50,000 12,502 50,000 12,502
14 Contingent liabilities
There are no contingent liabilities as at 31 March 2023 (2022 : £nil).
15 Subsequent events
There have been no significant events since the year end.
16 Parent and ultimate parent undertaking
The immediate controlling party is Meadowhall Limited Partnership.
The ultimate holding company is MSC Property Intermediate Holdings Limited, a joint venture between The British
Land Company PLC and NBIM Victoria Partners LP.
MSC Property Intermediate Holdings Limited is the smallest and largest group for which group accounts are available
and which include the company. The accounts of MSC Property Intermediate Holdings Limited are available on
request from British Land, York House, 45 Seymour Street, London, W1H 7LX.
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