Registration number: 05987141
Meadowhall Finance PLC
Annual Report and Financial Statements
for the Year Ended 31 March 2024
Meadowhall Finance PLC
Contents
Strategic Report 1to2
Directors' Report 3to5
Independent Auditors' Report 6to12
Profit and Loss Account 13
Statement of Comprehensive Income 14
Balance Sheet 15
Statement of Changes in Equity 16
Notes to the Financial Statements 17 to 27
Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2024
The directors present their Strategic Report for the year ended 31 March 2024.
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 GP Limited.
On 11 October 2023, the joint venture partner changed from NBIM Victoria Partners LP to NBIM Victoria GP
Limited. From this date, MSC Property Intermediate Holdings Limited became a joint venture between The British
Land Company PLC and NBIM Victoria GP Limited.
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 13, profit on ordinary activities before taxation is
£2,363 compared to a profit on ordinary activities before taxation of £2,547 in the prior year. As principal amounts
are paid the Company pays less interest. The falling profit before tax is commensurate with the lower loan
balance year on year.
Dividends of £nil (2023: £nil) were paid in the year.
The Balance Sheet on page 15 shows that the Company's financial position at the year end was a net liability of
£1,354,690 (2023: £1,795,727 liability) in the prior year. The change is due to movements in the valuation of
interest rate swaps as detailed in note 11, which are related to market interest rates at the current and previous
year ends respectively.
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.
For more information also see MSC Property Intermediate Holdings Limited Group annual report, which can be
obtained per the details as listed in note 16.
The performance of the group, which includes the company, is discussed in the Group’s annual report which
does not form part of this report.
Page 1
Meadowhall Finance PLC
Strategic Report for the Year Ended 31 March 2024 (continued)
Principal risks and uncertainties
This Company is part of a large property investment Group. As such, t he 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.
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 t hat 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 2024 (2023: one) to fix the interest rates on external debt at
approximately 4.65% (2023: 4.65%). The fair value of interest rate derivatives at the year end is a liability of
£1.8m (2023: £2.6m 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 macroeconomic and geopolitical challenges from the previous year have persisted into the current financial
year, inevitably affecting the Company through increased interest rates and heightened inflation. Encouragingly,
the economy has been more resilient than expected alongside recent declines in inflation and resulting
expectations for lower interest rates, albeit the macroeconomic outlook remains uncertain. The directors have
maintained oversight over the response to these external challenges, implementing measures to mitigate the
impact on the Company.
Approved by the Board on ................................... and signed on its behalf by:
.........................................
Director
Page 2
Meadowhall Finance PLC
Directors' Report for the Year Ended 3 1 March 2024
The directors present their report and the audited financial statements for the year ended 31 March 2024.
Directors o f 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
Directors' responsibilities statement
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 o n 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
Group's commitment to sustainability, there has not been a material impact o n the financial reporting judgements
and estimates arising from our considerations, which include physical climate and transitional risk assessments
conducted b y the Group.
Page 3
Meadowhall Finance PLC
Directors' Report for the Year Ended 3 1 M arch 2024 (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 2024 the Company was in a net liability position of £1,354,690 (2023: £1,795,727 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 £37,899,520 on the secured bonds and
receive £37,899,520 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 o f the Company.
The Company forms part of a wider Group that is a joint venture between The British Land Company PLC and
NBIM Victoria GP Limited. As disclosed in note 15, The British Land Company PLC exchanged contracts to sell
its 50% shareholding to NBIM Victoria GP Limited on 20 May 2024 with completion expected o n 12 July 2024.
Completion gives NBIM Victoria GP Limited 100% shareholding and control of the wider Group, including the
Company. Given the timing of the transaction completion, the Directors do not have full visibility over the future
operations of the Company. These circumstances represent a material uncertainty that may cast significant doubt
over the Company's ability to continue as a going concern. These financial statements do not include the
adjustments that would result if the Company were unable to continue as a going concern.
Considering all of the above factors, 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 financial statements.
Subsequent Events
On 20 May 2024, it was announced that The British Land Company PLC had exchanged contracts with its fellow
joint venture partner NBIM Victoria GP Limited, for the sale of The British Land Company PLC's 50%
shareholding in the Meadowhall joint venture to NBIM Victoria GP Limited. The transaction is expected to
complete on 12 J uly 2024, resulting in NBIM Victoria GP Limited owning 100% of the wider Group, including the
Company, and having overall control from the completion date. The transaction values of the Group's overall
investment property is approximately in line with its fair value as at 31 March 2024.
Dividends
Dividends of £nil (2023: £nil) were paid in the year. Dividends proposed after the year end were £nil (2023: £nil).
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 t hat 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.
Page 4
Meadowhall Finance PLC
Directors' Report for the Year Ended 3 1 M arch 2024 (continued)
Reappointment of auditors
The Directors have confirmed they are satisfied with the independence, objectivity and effectiveness of PwC.
Following the completion of the acquisition, the Directors expect the refreshed Board to bring the entity's
processes and approach to the external audit in line with that of the Norges group.
The financial statements on pages 13 to 27 were approved by the Board o n ................................... and signed on
its behalf by:
.........................................
Director
Page 5
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 2024 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 2024; 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, comprising
material accounting policy information and other explanatory information.
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.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure
made in note 2 to the financial statements concerning the company’s ability to continue as a going concern. The ultimate
parent company of Meadowhall Finance PLC is a joint venture between The British Land Company PLC and NBIM Victoria
GP Limited. The British Land Company PLC exchanged contracts to sell its 50% shareholding to NBIM Victoria GP Limited
on 20 May 2024 with completion expected on 12 July 2024. Completion gives NBIM Victoria GP Limited 100% shareholding
and control of the wider group, including the company. Given the timing of the completion of the transaction, the Directors do
not have full visibility over the future operations of the company. These conditions, along with the other matters explained in
note 2 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the
company's ability to continue as a going concern. The financial statements do not include the adjustments that would result
if the company were unable to continue as a going concern.
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.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our audit approach
Overview
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.
Key audit matters
• Material uncertainty related to going concern
• Accounting for loans and borrowings
Materiality
• Overall materiality: £4,501,369 (2023: £4,880,160) based on 1% of total assets.
• Performance materiality: £3,376,027 (2023: £3,660,120).
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.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined
the matters described below to be the key audit matters to be communicated in our report. 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: amounts falling due after
more than one year). The company has debt
totalling £445 million (2023: £482 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.
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. Where debt covenants were
identified, we re-performed management's calculations to verify
compliance with the loan contracts.
From our work on the terms of the debt arrangements in place as at
31 March 2024, 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. We also considered
the consistency of the disclosures in relation to climate change made within the Annual Report, the financial statements
and the knowledge obtained from our audit.
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
£4,501,369 (2023: £4,880,160).
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% (2023: 75%) of overall materiality, amounting to
£3,376,027 (2023: £3,660,120) 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 £225,068 (2023:
£244,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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 2024 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 Directors' responsibilities statement, 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. Audit procedures performed by the engagement team included:
• Discussions with management , including consideration of known or suspected instances of non-compliance with laws
and regulations and fraud, and review of the reports made by management;
• Understanding of management’s internal controls designed to prevent and detect irregularities:
• Reviewing the company’s litigation register in so far as it related to non-compliance with laws and regulations and fraud;
• Reviewing relevant meeting minutes;
• Challenging assumptions and judgements made by management in their significant areas of estimation;
• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; and
• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, post
close entries and posted by unexpected users.
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 seven years, covering the years ended 31 March 2018 to 31 March 2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R -
4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual financial report has been prepared in accordance with those
requirements.
Sandra Dowling (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 July 2024
Meadowhall Finance PLC
Profit and Loss Account for the Year Ended 31 March 2024
Note
2024
£
2023
£
Interest receivable and similar income
4
23,628,490
25,477,126
Interest payable and similar expenses
5
(23,626,127)
(25,474,579)
Profit before taxation
2,363
2,547
Tax
8
(591)
(484)
Profit for the financial year
1,772
2,063
Results were derived from continuing operations within the United Kingdom.
The notes on pages 17 to 27 form an integral part of these financial statements.
Page 13
Meadowhall Finance PLC
Statement of Comprehensive Income for the Year Ended 31 March 2024
Note
2024
£
2023
£
Profit for the financial year
1,772
2,063
Items that may be reclassified subsequently to profit or loss
Gain on cash flow hedges (net)
11
628,268
6,591,239
Movement on deferred tax relating to derivative valuations
12
(189,003)
(1,159,013)
Total other comprehensive income
439,265
5,432,226
Total comprehensive income f or the financial year
441,037
5,434,289
The notes on pages 17 to 27 form an integral part of these financial statements.
Page 14
Meadowhall Finance PLC
(Registration number: 05987141)
Balance Sheet as at 31 March 2024
Note
31 March
2024
£
31 March
2023
£
Non-current assets
Intercompany non-current debtors
9
406,766,690
444,666,210
Deferred t ax asset
12
451,349
640,352
407,218,039
445,306,562
Current assets
Debtors
9
42,917,258
42,708,163
Cash and cash equivalents
1,639
1,309
42,918,897
42,709,472
Creditors: amounts falling due within one year
10
(42,919,538)
(42,584,140)
Net current (liabilities)/assets
(641)
125,332
Total assets less current liabilities
407,217,398
445,431,894
Creditors: amounts falling due after more than one year
11
(408,572,088)
(447,227,621)
Net liabilities
(1,354,690)
(1,795,727)
Capital and reserves
Share capital
13
12,502
12,502
Cash f low hedging reserve
(882,530)
(1,321,795)
Profit and loss account
(484,662)
(486,434)
Total shareholders' deficit
(1,354,690)
(1,795,727)
The financial statements on pages 13 to 27 were approved by the Board of Directors on...................................and
signed on its behalf by:
.........................................
Director
The notes on pages 17 to 27 form an integral part of these financial statements.
Page 15
Meadowhall Finance PLC
Statement of Changes in Equity for the Year Ended 31 March 2024
Share capital
£
Cash flow
hedging
reserve
£
Profit and loss
account
£
Total
£
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
Movement on deferred tax
relating to derivative valuations
- (1,159,013) - (1,159,013)
Total comprehensive income for
the financial year
- 5,432,226 2,063 5,434,289
Balance at 31 March 2023
12,502 (1,321,795) (486,434) (1,795,727)
Balance at 1 April 2023
12,502 (1,321,795) (486,434) (1,795,727)
Profit for the year
- - 1,772 1,772
Gain on cash flow hedges (net)
- 628,268 - 628,268
Movement on deferred tax
relating to derivative valuations
- (189,003) - (189,003)
Total comprehensive income for
the financial year
- 439,265 1,772 441,037
Balance at 31 March 2024
12,502 (882,530) (484,662) (1,354,690)
The notes on pages 17 to 27 form an integral part of these financial statements.
Page 16
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
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 material 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 t he years presented, unless otherwise stated.
Basis of preparation
The financial statements were prepared in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework").
The financial statements have been prepared under the historical cost convention, modified to include the
revaluation of investment properties, and in accordance with the Companies Act 2006.
Exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in
accordance with FRS 101. The exemptions taken are set out below.
Summary of disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101:
(a) The requirements of IAS 1 ‘Presentation of Financial Statements’ 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 t o disclose k ey management personnel compensation;
(h) The requirements of IFRS 7 ‘Financial Instruments: Disclosures’ 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.
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.
Page 17
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
2 Accounting policies (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 2024 the Company was in a net liability position of £1,354,690 (2023: £1,795,727 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 £37,899,520 on the secured bonds and
receive £37,899,520 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 o f the Company.
The Company forms part of a wider Group that is a joint venture between The British Land Company PLC and
NBIM Victoria GP Limited. As disclosed in note 15, The British Land Company PLC exchanged contracts to sell
its 50% shareholding to NBIM Victoria GP Limited on 20 May 2024 with completion expected o n 12 July 2024.
Completion gives NBIM Victoria GP Limited 100% shareholding and control of the wider Group, including the
Company. Given the timing of the transaction completion, the Directors do not have full visibility over the future
operations of the Company. These circumstances represent a material uncertainty that may cast significant doubt
over the Company's ability to continue as a going concern. These financial statements do not include the
adjustments that would result if the Company were unable to continue as a going concern.
Considering all of the above factors, 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 financial statements.
Adoption status of relevant new financial reporting standards and interpretations
A number of new standards and amendments to standards and interpretations have been issued for the current
accounting year. The Company has applied the following new standards and amendments to the financial
statements for the first time for t he year ended 31 March 2024: IFRS 17 ‘Insurance Contracts’, amendments to
IAS 8 impacting the definition of accounting estimates, Pillar Two model rules and associated IAS 12
amendments, amendments to IAS 12 impacting deferred tax related to assets and liabilities arising from a single
transaction, and amendments to IAS 1 and IFRS Practice Statement 2 impacting the disclosure o f accounting
policies. The new standards and amendments listed above did not have any material impact on amounts
recognised in prior years and are not expected to materially affect current and future years. The Company has
assessed the impact of the Pillar Two tax legislation (effective 1 January 2024). The Company is not expected to
meet the minimum thresholds for the legislation to apply.
The following standards and interpretations which have been issued but are not yet effective include IAS 1
‘Presentation of Financial Statements’ on the classification of liabilities and non-current liabilities with covenants,
IFRS 16 ‘Leases’ on sale and leaseback arrangements, and limited scope amendments to both IFRS 10
‘Consolidated Financial Statements’, IAS 28 ‘Investments in Associates and Joint Ventures’ in respect of sale or
contribution of assets between an investor and its associates or joint ventures and IFRS 18 ‘Presentation and
Disclosure in Financial Statements’. These amendments to standards that are not yet effective are not expected
to have a material impact on the Company's results.
Page 18
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
2 Accounting policies (continued)
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.
Interest receivable is generated under an agreement with Meadowhall Limited Partnership. It is calculated as
being the interest payable plus a margin. So by inference interest receivable is recognised on the same basis as
interest payable.
Tax
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 o f
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 i t excludes items o f income or expense that are not taxable (or tax deductible).
Deferred t ax
Deferred t ax is provided on items t hat 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.
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 f low 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.
Page 19
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
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 Company no longer identifies a key source of estimation uncertainty in relation to the valuation of derivatives.
This is justified because the potential for the valuation of derivatives to materially impact the carrying amount in
the next financial year is limited.
Trade and other debtors
The Company previously identified a key source of estimation uncertainty in relation to the recoverable value of
trade and other debtors. The Company has not previously recognised any expected credit loss provisions in
respect of the trade and other debtors, and the year-on-year decrease in trade and other debtors is due to the
unwinding of the interest payments received. Due to the lack of any key estimation used by the Company in the
determination of the carrying value of trade and other debtors, the Company no longer identifies trade and other
debtors as a key source of estimation uncertainty.
Critical accounting judgements
The directors do not consider there to be any critical accounting judgements in the preparation of the Company
financial statements.
4 Interest receivable and similar income
2024
£
2023
£
Interest received on amounts owed by group companies
23,628,490
25,477,126
23,628,490
25,477,126
5 Interest payable and similar expenses
2024
£
2023
£
Interest on bank overdrafts and borrowings
23,802,302
24,525,122
Interest (received)/paid on cashflow hedge
(176,175)
949,457
23,626,127
25,474,579
6 Auditors' remuneration
A notional charge of £16,224 (2023: £15,600) is deemed payable to PricewaterhouseCoopers LLP in respect of
the audit of the financial statements for the year ended 31 March 2024. Actual amounts payable to
PricewaterhouseCoopers LLP are paid at Group level by MSC Property Intermediate Holdings Limited.
No non-audit fees (2023 : £nil) were paid to PricewaterhouseCoopers LLP.
Page 20
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
7 Staff costs
No director (2023: nil) received any remuneration for services to the Company in either year. The remuneration of
the directors was borne by another Company, f or which no apportionment or recharges were made.
Average number of employees, excluding directors, of the Company during the year was nil (2023: nil).
8Tax
2024
£
2023
£
Current tax
UK corporation tax
591
484
Tax charge in the profit and loss account
591
484
2024
£
2023
£
Tax reconciliation
Profit before taxation
2,363
2,547
Tax on profit at UK corporation tax rate of 25% (2023: 19%)
591
484
Effects of:
Total tax charge
591
484
The corporation tax rate of 25% was substantively enacted from 1 April 2023.
9 Debtors
31 March
2024
£
31 March
2023
£
Amounts due from related parties
50,954
58,280
Loans to related parties
37,899,520
37,301,720
Accrued income
4,966,784
5,348,163
42,917,258
42,708,163
Page 21
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
9 Debtors (continued)
31 March
2024
£
31 March
2023
£
Debtors due after more than one year
Intercompany non-current debtors
406,766,690
444,666,210
Deferred t ax asset
451,349
640,352
407,218,039
445,306,562
Amounts due from related parties relate to amounts due from Group companies which are repayable on demand.
There is no interest charged on these balances.
10 Creditors: amounts falling due within one year
31 March
2024
£
31 March
2023
£
Accruals and deferred income
5,018,193
5,280,595
Amounts due to related parties
1,825
1,825
Secured bonds
37,899,520
37,301,720
42,919,538
42,584,140
Amounts due to related parties relate to amounts owed to group companies which are repayable on demand.
Interest is charged on these balances in accordance with the group policy on intercompany loan accounts.
11 Creditors: amounts falling due after more than one year
31 March
2024
£
31 March
2023
£
Secured bonds due within one to two years
34,430,400
37,899,520
Secured bonds due within two to five years
68,523,380
79,991,020
Secured bonds due after five years
303,812,910
326,775,670
Interest rate derivative liability
1,805,398
2,561,411
408,572,088
447,227,621
Page 22
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
11 Creditors: amounts falling due after more than one year (continued)
31 March
2024
£
31 March
2023
£
Borrowings repayment analysis
Repayments due:
Within one year
37,899,520
37,301,720
Within one to two years
34,430,400
37,899,520
Within two to five years
68,523,380
79,991,020
140,853,300
155,192,260
After five years
303,812,910
326,775,670
Total borrowings
444,666,210
481,967,930
Fair value of interest rate derivatives
1,805,398
2,561,411
Total debt
446,471,608
484,529,341
31 March
2024
£
31 March
2023
£
Secured bonds on the assets of the Meadowhall Limited Partnership
Class A1 4.986% Bonds due 2037
299,760,560
332,759,680
Class A2 Floating Rate Bonds due 2037
39,780,000
40,500,000
Class B 4.988% Bonds due 2037
105,125,650
108,708,250
Total borrowings
444,666,210
481,967,930
Fair value of interest rate derivatives
1,805,398
2,561,411
Total secured borrowings
446,471,608
484,529,341
The £40m (2023: £41m) floating rate bonds are fully hedged by a swap to 2032. At 31 March 2024, taking into
account the effect of derivatives, 100% of the bonds were fixed (2023: 100%) until expected maturity. The bonds
amortise from 2007 to 2032, and are secured on the properties of Group valued at £689m (2023: £665m). The
weighted average interest rate of the bonds is 5.01% (2023: 5.00%). The weighted average maturity of the bonds
is 5.8 years (2023: 6.3 years). The bonds are listed on t he London Stock Exchange ('LSE').
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 granted security over its beneficial interest in Meadowhall
Shopping Centre ("Mortgaged Property") and selected other interests and assets.
At 31 March 2024, the Company was financed by £444.7m bonds (2023: £482.0m).
Page 23
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
11 Creditors: amounts falling due after more than one year (continued)
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
2024
£m
31 March
2023
£m
Bonds fair value
396
430
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 f or the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs f or the asset or liability that are not based on observable market data (unobservable inputs).
Level
Fair value
31 March
2024
£m
Book value
31 March
2024
£m
Fair value
31 March
2023
£m
Book value
31 March
2023
£m
Secured bonds 2
396 445
430 482
Interest rate derivative liability 2
2 2
3 3
398 447
433 485
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
2024 was £nil (2023: £nil). The table below summarises variable rate debt hedged at 31 March 2024.
31 March
2024
£
31 March
2023
£
Outstanding after one year
39,060,000
39,780,000
Outstanding after two years
39,060,000
39,060,000
Outstanding after five years
32,580,000
34,860,000
Page 24
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
11 Creditors: amounts falling 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 2024, the fair value of these derivatives, which have been designated cash flow hedges under lFRS 9,
is a liability of £1.8m (2023: £2.6m liability). The valuation movement reflects the change in market interest rates
since t he 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.
2024 2023 Movement
Reconciliation to gain / (loss) on cash flow hedges (net)
£££
Fair value of interest rate derivatives (gross) (1,805,398) (2,561,411) 756,013
Less: Derivative interest accrued (60,699) 67,046 (127,745)
Fair value of interest rate derivatives (net) (1,866,097) (2,494,365) 628,268
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
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 i s 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 68.3% (2023: 67.8%)
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 i s only available
for the requirements of the Meadowhall securitisation. At 31 March 2024 this facility was £75.0m (£75.0m
undrawn) (2023: £75.0m (£75.0m undrawn)).
Details of bond covenants a re authorised in the bonds Offering Circular, accessible via:
https://www.britishland.com/investors/debt/strategic-partnerships/meadowhall-financing-plc
Page 25
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
11 Creditors: amounts falling 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 r isk without taking account of the value of any collateral
obtained.
Cash and deposits a t 31 March 2024 amounted to £1,639 (2023: £1,309) and are placed with European Financial
institutions with A or better credit ratings. At 31 March 2024, 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 (2023: £nil). This represents 0% (2023: 0%) of gross assets.
The Company’s principal credit risk relates to an intra-group loan to Meadowhall Limited Partnership. At 31
March 2024 this loan stood at £444.7m (2023: £482.0m). The purpose of this loan is to provide funding to
Meadowhall Limited Partnership, a fellow Group undertaking.
At 31 March 2024, the fair value of all interest rate derivatives which had a positive value was £nil (2023: £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 t hat 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 f or speculative purposes.
12 Deferred tax asset
££
1 April 2023 and 1 April 2022
640,352
1,799,365
Charged to hedging and translation reserve
(189,003)
(1,159,013)
31 March 2024 and 31 March 2023
451,349
640,352
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%.
Page 26
Meadowhall Finance PLC
Notes to the Financial Statements for the Year Ended 31 March 2024
(continued)
13 Share capital
Allotted, called up and fully paid shares
31 March
2024
31 March
2023
No. £ No. £
Ordinary shares of £1 each
2222
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 2024 (2023 : £nil).
15 Subsequent events
On 20 May 2024, it was announced that The British Land Company PLC had exchanged contracts with its fellow
joint venture partner NBIM Victoria GP Limited, for the sale of The British Land Company PLC's 50%
shareholding in the Meadowhall joint venture to NBIM Victoria GP Limited. The transaction is expected to
complete on 12 J uly 2024, resulting in NBIM Victoria GP Limited owning 100% of the wider Group, including the
Company, and having overall control from the completion date. The transaction values of the Group's overall
investment property is approximately in line with its fair value as at 31 March 2024.
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 GP Limited.
Consequently no party has overall control of MSC Property Intermediate Holdings Limited.
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 o n request from British Land, York House, 45 Seymour Street, London, W1H 7LX.
On 11 October 2023, the j oint venture partner changed from NBIM Victoria Partners LP to NBIM Victoria GP
Limited. From this date, MSC Property Intermediate Holdings Limited became a joint venture between The British
Land Company PLC and NBIM Victoria GP Limited.
Page 27