Notes to the Parent Company Financial
Statements
For the short period 30 June 2006 to 3 March 2007
1. GENERAL INFORMATION
The Company was incorporated and registered in England and Wales
on 30 June 2006 under the Companies Act as a public limited Company
by shares with the name Hackplimco (no. 116) plc and with registered
number 586353. The Company changed its name to ARG Holdings (UK)
plc pursuant to a special resolution passed on 13 July 2006 and
then changed its name to Home Retail Group plc pursuant to a special
resolution on 11 September 2006. The registered office of the Company
is Avebury, 489 – 499 Avebury Boulevard, Milton Keynes, MK9
2NW.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
Basis of accounting
These separate financial statements of Home Retail Group (“the
Company”) are presented as required by the Companies Act 1985
(“the Act”), and were approved by the Board on 2 May
2007. They have been prepared on a going concern basis and under
the historical cost convention, and in accordance with the Companies
Act 1985 and applicable UK Generally Accepted Accounting Principles
(UK GAAP).
The Company is the ultimate parent entity of Home Retail Group
(“the Group”). The Company’s Financial Statements
are included in Home Retail Group plc’s Consolidated Financial
Statements for the short-period ended 3 March 2007. As permitted
by section 230 of the Act, the Company has not presented its own
profit and loss account. The Company has also taken advantage of
the exemption from preparing a cash flow statement under the terms
of FRS 1 (Revised 1996) ‘Cash Flow Statements’. The
Company is also exempt under the terms of FRS 8 ‘Related Party
Disclosures’ from disclosing transactions with other members
of the Home Retail Group.
The Company has applied the provisions for merger relief under
section 131 of the Act, as a consequence no share premium was recorded
in respect of the shares issued. The investment in Home Retail Group
(UK) Ltd has also been recorded at the nominal value of shares issued
under the provision of section 133 of the Act (provision supplementing
section 131 of the Act).
Changes in accounting standards
At the balance sheet date FRS 28 ‘Corresponding Amounts’
and FRS 29 ‘Financial Instruments: Disclosures’ were
in issue but not yet effective. These standards will be fully considered
in due course.
Financial instruments
The Company classifies its financial instruments in the following
categories: financial assets at fair value through profit or loss,
loans and receivables. The classification depends on the purpose
for which the financial instruments were acquired. Management determines
the classification of its financial instruments at initial recognition
and re-evaluates this position at every reporting date. The Company
uses interest rate swaps to manage its interest rate exposure against
borrowings from subsidiary undertakings.
Financial assets and liabilities at fair value through
profit or loss
Financial assets and liabilities at fair value through profit or
loss are so designated by management on initial recognition. Derivatives
are so designated unless they are designated as hedges. Items in
this category are classified as current assets or current liabilities
if they are expected to be realised within 12 months of the balance
sheet date.
Investments
Investments are included in the balance sheet at their cost of acquisition.Where
appropriate, a provision is made for any impairment in their value.
Deferred tax
Deferred taxation has been recognised as a liability or asset if
transactions have occurred at the balance sheet date that give rise
to an obligation to pay more tax in the future, or a right to pay
less tax in the future.
An asset is not recognised to the extent that the transfer of economic
benefits in the future is uncertain.
Deferred taxation assets and liabilities have not been discounted.
Dividend distribution
Final dividends proposed by the Board of Directors and unpaid at
the year end are not recognised in the financial statements, until
they have been approved by the shareholders at the Annual General
Meeting. Interim dividends are recognised when paid.
3. PROFIT AND LOSS ACCOUNT DISCLOSURES
The Company’s profit on ordinary activities was £1.7m.
Details of the remuneration of Directors are given in the auditable
part of the Directors’
Remuneration Report and related matters, and were paid by another
Group Company.
There were no non-audit services.
4. DIVIDENDS
| |
2007 |
|
2007 |
|
2006 |
|
2006 |
| |
pence |
|
£m |
|
pence |
|
£m |
| Amounts recognised
as distributions to equity holders |
|
|
|
|
|
|
|
| Interim |
4.0 |
|
34.6 |
|
– |
|
– |
| Ordinary dividends
on equity shares |
4.0 |
|
34.6 |
|
– |
|
– |
| Proposed final divided for
the short period to 3 March 2007 |
9.0 |
|
78.3 |
|
|
|
|
The proposed final dividend was approved by the Board of Directors
on 24 April 2007 and is subject to approval of the shareholders
at the Annual General Meeting. The proposed dividend has not been
included as a liability at 3 March 2007 in accordance with FRS 21
‘Events after the balance sheet date’. It will be paid
on 25 July 2007 to shareholders who are on the register of members
on 23 May 2007.
5. INVESTMENTS IN GROUP SUBSIDIARIES
| |
2007 |
| |
£m |
| Cost: |
|
| Acquisition of Home
Retail Group (UK) Ltd |
2,895.6 |
| At 3 March 2007 |
2,895.6 |
Under section 425 of the Companies Act 1985 scheme of arrangements
(the demerger of Home Retail Group and Experian Group from GUS plc)
the Company issued shares to the public shareholders of Experian
Group Ltd in return for the receipt of the shares in Home Retail
Group (UK) Ltd.
Home Retail Group (UK) Ltd is a 100% owned subsidiary incorporated
within the UK and is a Group holding company.
6. DEBTORS
| |
2007 |
| |
£m |
| Amounts owed by Group
companies |
179.4 |
| |
179.4 |
The amounts owed by subsidiary undertakings are repayable on demand.
7. CREDITORS – AMOUNTS FALLING DUE IN ONE YEAR
| |
2007 |
| |
£m |
| Amounts owed to Group
companies: |
(208.5) |
| Taxation |
(0.7) |
| Other financial liabilities |
(0.5) |
| |
(209.7) |
The amounts owed to subsidiary undertakings represents an unsecured
loan taken out on 10 October 2006 with Stanhope Finance Limited,
a Group Company. The loan is due to be repaid in June 2007. Interest
is fixed and charged at 4.91%.
The other financial liability represents the market value of an
interest rate swap novated from GUS plc at nil consideration. The
benefit of this swap will unwind between the date of novation and
June 2007.
8. CALLED UP SHARE CAPITAL
| |
2007 |
|
2007 |
|
30 June 2006 |
|
30 June 2006 |
| |
Number of shares |
|
£m |
|
Number of shares |
|
£m |
| Authorised: |
|
|
|
|
|
|
|
| Ordinary share capital at 10p each |
2,000,500,000 |
|
200.1 |
|
2,000,000,000 |
|
200.0 |
| Preference share capital of £25,000 each |
– |
|
– |
|
2 |
|
0.1 |
| |
|
|
200.1 |
|
|
|
200.1 |
| |
2007 |
| Allotted, called-up and fully
paid: |
£m |
| Ordinary shares: |
|
| At 30 June 2006 |
– |
| Issue of new share capital –
877,444,999 at 330p each |
2,895.6 |
| Reduction in nominal value of shares
from 330p to 10p |
(2,807.9) |
| At 3 March 2007 |
87.7 |
On incorporation, the Company’s authorised share capital
was £1,000,050,000 divided into 1,000,000,000 ordinary shares
of £1 each and two redeemable preference shares of £25,000
each. Of such shares, two ordinary shares were taken by the subscribers
to the memorandum of association, and were paid up in full in cash.
The preference shares were allotted for cash and were paid up as
to 30% (by virtue of the holder giving an understanding to pay up
each share to such amount pursuant to section 738(2) of the Act).
On 26 February 2007 these shares were redeemed and pursuant to Article
8.2.5 of the Articles, the nominal amount of such redeemable preference
shares comprised in the authorised share capital was sub-divided
and converted into ordinary shares of 10p each.
On 11 September 2006 at an Extraordinary General Meeting, the existing
ordinary shares of £1 each were subdivided into 100 ordinary
shares of 1p each, subsequently a further 460 ordinary shares of
1p each were issued in aggregate and fully subscribed for equivalent
in cash by the subscribers to the memorandum of association. The
authorised share capital of the Company was increased to £6,600,050,000
by the creation of 560,000,000,000 ordinary shares of 1p each. Finally,
all the issued and ordinary shares of 1p each were consolidated
into ordinary shares of 330p each.
On 10 October 2006, the Company issued 877,444,999 ordinary shares
of 330p to the public shareholders of Experian Group Ltd in return
for the receipt of shares in Home Retail Group (UK) Ltd and to satisfy
the obligations of Experian Group Ltd to it’s public shareholders
pursuant to the reduction of capital of Experian Group Ltd, under
the scheme of arrangement.
As Home Retail Group plc was not a subsidiary of Experian Group
Ltd, section 131 of the Act applied to the transaction and no recognition
of share premium was necessary.
On 12 October 2006, the nominal amount of the issued ordinary shares
was reduced from 330p to 10p by way of a court approved capital
reduction scheme in accordance with section 135 of the Act.
9. RESERVES
| |
|
Treasury |
|
Profit |
|
|
| |
|
and ESOP |
|
and loss |
|
|
| |
|
shares |
|
account |
|
Total |
| |
|
£m |
|
£m |
|
£m |
| Profit for the financial period |
|
– |
|
1.7 |
|
1.7 |
| Reduction in nominal value of shares |
|
– |
|
2,807.8 |
|
2,807.8 |
| Net movement in own shares |
|
(6.1) |
|
– |
|
(6.1) |
| Equity dividends paid during the period |
|
– |
|
(34.6) |
|
(34.6) |
| Movement in share based compensation
reserve |
|
– |
|
8.8 |
|
8.8 |
| At 3 March 2007 |
|
(6.1) |
|
2,783.7 |
|
2,777.6 |
Net movement in own shares represents shares purchased for the
purpose of satisfying obligations arising from Home Retail Group
plc share-based compensation schemes. Shares in Home Retail Group
are held in the following Trusts which have been established since
demerger:
Home Retail Group Employee Share Ownership Trust (“ESOT”)
The ESOT provides for the issue of shares to Group employees under
share option and share grant schemes (with the exception of the
Share Incentive Plan).
At 3 March 2007, the ESOT held 7,449,855 shares with a market value
of £31.3m. The shares in the Trust are held in the balance
sheet of the Group at nil value. The shares were acquired as part
of the demerger from GUS at no cost. Dividends on these shares are
waived.
Home Retail Group Share Incentive Scheme Trust
The Home Retail Group Share Incentive Scheme Trust provides for
the issue of shares to Group employees under the Share Incentive
Plan. At 3 March 2007, the Trust held 1,477,105 shares with a market
value of £6.2m. These shares were purchased during the year
at a cost of £6.1m.
10. COMMITMENTS
On 12 July 2006, Argos Limited, a subsidiary of the Company, entered
into a five-year multi-currency revolving loan facility of £700m
with a syndicated group of banks. On 27 October 2006 the Company
acceded to this facility as a borrower and a guarantor. As at the
balance sheet date there were no drawings made under this facility.
As part of the demerger, all the rights, obligations and liabilities
relating to Cliffrange plc were transferred into the Home Retail
Group. The Company replaced GUS plc as guarantor of the loans between
Stanhope Finance Limited and Homebase Group Limited (£150m)
and Home Retail Group Card Services Limited (£100m). These
companies are all members of the Home Retail Group.
There are no capital or operating lease commitments.
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