The directors present their annual report and audited financial statements for the year ended 31 December 2020.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Monkhouse
Mr G P Mills (resigned 15 December 2020)
Mr A M Coles
Mr M Borello (appointed 27 May 2020)
The key risks arising in the Company are liquidity, interest rate, operational, credit, market and COVID-19 risks which are discussed in more detail below.
Approach to risk and capital management
The Company operates within the governance structure and priority framework of the Aviva Group ('Aviva').
Management of financial and non-financial risks
The Company's exposure to different types of risk is limited by the nature of its business as follows:
(i) Liquidity risk
Liquidity risk arises as a result of property assets being inherently illiquid. Liquidity risk is managed by ensuring that there is always sufficient headroom available to meet the working capital requirements of the business.
Interest rate risk arises as a result of the Company borrowing from its parent undertaking. Interest rate risk is managed by the Company borrowing at a fixed rate of interest.
Operational risk arises as a result of inadequate or failed internal processes, people or systems; or from external events. Details of the Aviva Group approach to operational risk are set out in the financial statements of Aviva Investors Global Services Limited, which manages and administers the Company's investments.
The Company does not have a significant exposure to credit risk as receivables are mainly short-term trading items and related party receivables. The Company's investments are managed by agents who have responsibility for the prompt collection of amounts due.
The Company's exposure to market risk takes the form of property valuations, which have a direct impact on the value of investments. The management of this risk falls within the mandate of Aviva Investors Global Services Limited, which makes and manages investments on behalf of the Company.
(vi) COVID-19
On January 30, 2020, the World Health Organisation (‘WHO’) declared the coronavirus (COVID-19) a public health emergency, shortly followed by declaring a Global Pandemic on 11 March 2020. This had an unprecedented impact on economies and real estate markets globally. The UK Government response to this being to initiate various emergency measures to protect occupiers and support businesses, such as the introduction of a furlough scheme and the government moratorium. In addition, the UK Government imposed various lockdowns throughout the year with the introduction of social distancing requirements and a ban on foreign travel, all of which added further stresses/demands to the economy.
Post entering into the third lockdown in late December 2020 the Government has put in place a roadmap to ease restrictions which included the roll out of the vaccination plan.
Whilst it is still not possible to fully assess the longer-term impact on specific industries or their constituents at this stage, the Directors/General Partner believe the entity/partnership has a strong balance sheet and the right strategy in place to mitigate against the worst consequences of the outbreak. The Directors/General Partner will continue to monitor the COVID-19 situation closely and act accordingly to protect the interests of investors.
There have been no post balance sheet events.
The directors have reviewed the activities of the business for the year and the position as at 31 December 2020. A number of major proposals have been announced by the Government for residential ground rents including the abolition of leasehold houses, setting new ground rents to a peppercorn and a review of the enfranchisement process. Progress on the next stages of the reform process were however hampered by the dispersement of Ministry of Housing, Communities & Local Government to other critical COVID19 related tasks. As at the end of the year, the team had reconvened and it is anticipated that further announcements as to reform decisions will be made during 2021. In the meantime uncertainty remains around the final outcome, although a small number of transactions took place which provided some market evidence for valuation purposes. The valuer has reduced their opinion on the value of the residential ground rents to reflect sentiment and uncertainty around future Government actions. Whilst transactional volumes and available evidence has begun to increase, there remains a paucity of comparable transactions and therefore the valuation reflects a greater degree of judgement. The directors have considered the impact as at 31 December 2020 and conclude the fair value of investment properties in the financial statements is not subject to any form of valuation uncertainty clause and is appropriate. Following the Grenfell Tower fire in June 2017, the Government has established a Building Safety Programme to ensure residents of high rise buildings are safe now and in the future. This includes a range of building safety advice, fire and building safety legislation and funding measures that the business and its professional advisers are implementing in buildings in the portfolio where the business is the responsible entity for this work. Full details of the Fire and Building Safety legislation is awaited as they are progressed through Parliament.
At the balance sheet date the company had net current liabilities of £4,068,373 (2019: £4,066,732). This is driven by the intercompany borrowings with the parent of £3,941,269 (2019: £3,953,425) and other creditor balances. The directors have received confirmation that Aviva Investors REaLM Ground Rent Limited Partnership intends to support the company to enable it to meet its obligations as they fall due and Aviva Investors Ground Rent Holdco Limited will not seek repayment of part or all of the amount loaned to this company, where to do so would place this company in an insolvent position.
PricewaterhouseCoopers LLP (“PwC”) have indicated their willingness to continue in office and a resolution to consider their appointment will be proposed at the board meeting of the General Partner .
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption in section 415A of the Companies Act 2006. A strategic report has not been included in these audited financial statements as the Company qualifies for exemption as a small entity under Section 414B of the Companies Act 2006 relating to small entities.
Basis for opinion
Conclusions relating to going concern
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
Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the year ended 31 December 2020 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 Directors' Report.
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 including those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements. 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 revenue and management bias in accounting estimates and judgemental areas of the financial statements such as valuation of investment property. Audit procedures performed included:
Discussions with management, including consideration of known or suspected instances of non compliance with laws and regulation and fraud;
Reviewing relevant Board meeting minutes;
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; entries posted containing unusual account descriptions, and entries posted with unusual amounts;
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; and
Challenging assumptions and judgements made by management in their significant accounting estimates in relation to the fair value of investment property including involving our valuations experts in the audit of this area.
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.
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.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors' Report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
Continuing Operations
All amounts reported in the Statement of Comprehensive Income for the year ended 31 December 2020 and 31 December 2019 relate to continuing operations.
Aviva Investors GR SPV 6 Limited ("The Company") maintains a portfolio of investment in ground rent properties in the UK.
The company is a private company limited by shares and is incorporated and domiciled in England. The address of its registered office is Mainstay, Whittington Hall, Whittington Road, Worcester, WR5 2ZX.
The financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standards applicable in the United Kingdom and the Republic of Ireland ("FRS 102") and the Companies Act 2006.
The financial statements are prepared in sterling , which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest pound .
Turnover represents amounts receivable from ground rents and other services, in all cases excluding value added tax, and all in the UK.
Ground rent and other receivables are recognised on an accruals basis in the Statement of Comprehensive Income, over the period to which the income relates.
i. Financial assets
Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument.
Basic f inancial a ssets, including trade and other receivables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.
If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount have been had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.
Other financial assets are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the statement of comprehensive income.
Financial assets that are classified as receivable within one year are measured at the undiscounted amount of the cash or other consideration expected to be received, net of impairment.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
ii. Financial liabilities
Financial liabilities are recognised when the Company becomes a party to the contractual provision of the instrument.
Basic financial liabilities , including loans and borrowings, are initially measured at transaction price (including transactions costs), except for those financial liabilities classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs).
Commitments to make which meet the conditions above are measured at cost (which may be nil) less impairment.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
iii. Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Company has taken advantage of the exemption, under FRS 102, from disclosure of its financial instruments, on the basis that it is a qualifying entity and the Company's financial instruments are disclosed within the consolidated financial statements of its parent entity, Aviva Investors REaLM Ground Rent Limited Partnership.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Strategic r eport and Directors' report
A strategic report has not been included in these audited financial statements as the Company qualifies for exemption as a small entity under Section 414B of the Companies Act 2006 relating to small entities. The Directors' report has been prepared with reduced disclosures in accordance with the provisions applicable to companies entitled to the small companies exemption in section 415A of the Companies Act 2006.
Administrative expense s
Administrative expenses include all costs not directly incurred in the operation of the Company's p ortfolio. This includes administration, finance and management expenses which are recognised on an accruals basis.
Finance income and cost
Finance income receivable and finance cost payable are recognised on an accruals basis .
The preparation of the Company's financial statements requires the directors to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the reporting date. The estimates and associated assumptions are based on historical experience, expectations of future events and other factors that are considered to be relevant. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.
a. Investment properties
The fair value of investment properties is determined by using valuation techniques. For further details of the judgments and assumptions made, see note 9.
The change in fair value of investment properties is also reflected in note 9.
During the year no non-audit fees were paid to statutory auditors (2019: £Nil).
The Company did not have any employees during the current year or previous year.
The directors received no emoluments for services to the Company for the year (201 9 : £ Nil).
Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher (2019: lower) than the standard rate of corporation tax in the UK. The difference is explained below:
During 2020, the reduction in the UK corporation tax rate that was due to take effect from 1 April 2020 was cancelled and as a result, the rate has remained at 19%. This revised rate has been used in the calculation of the Company’s deferred tax assets and liabilities as at 31 December 2020.
In the Budget of 3 March 2021 the UK Government announced that the UK corporation tax rate will increase to 25% from 1 April 2023. As of 31 December 2020, this measure had not been substantively enacted and therefore no impact is reflected in the calculation of the Company’s deferred tax assets and liabilities as at 31 December 2020. This measure would increase the Company’s deferred tax liability by approximately £190,222.
The historical cost of the investment properties as at 31 December 2020 was £5,084,644 (2019: £5,084,644). The investment properties were revalued to fair value, in accordance with the RICS Valuation - Global Standards of the Royal Institution of Chartered Surveyors, as at 31 December 2020 by CBRE Limited, Chartered Surveyors, professionally qualified chartered surveyors. The valuer has significant experience in the location and class of the investment property being valued.
V aluation at 31 December is represented by:
Significant assumptions used in valuation:
The valuations performed by the independent valuer for financial reporting processes have been reviewed by the Fund Manager. Discussions of the valuation processes and results are held between the Fund Manager and the independent valuers at least once every quarter. At each year end, the Fund Manager:
Verifies all major inputs to the independent valuation report
Assesses property valuation movements when compared to the prior year valuation report
Holds discussions with the independent valuer
Investment properties are valued by using the investment method which involves applying capitalisation yields to current and estimated future ground rent income streams. The capitalisation yields applied are based on comparable market transactions, reflecting the length of lease terms and the review method and frequency, using the valuers’ professional judgement and market observation. Other factors taken into account in the valuations include whether the freeholder is responsible for management or the insurance of the property. The tenure of the property, tenancy details, trading information (commercial ground rents) and any other known factors, including building safety matters that require remedial works (following the Governments new advice issued in January 2020) are also taken into consideration by the valuers, together with any other information provided by the General Partner which is derived from the Compan y' s financial and property management systems and is subject to the Compan y' s overall control environment. There were no changes to the valuation techniques during the year.
A number of major proposals have been announced by the Government for residential ground rents including the abolition of leasehold houses, setting new ground rents to a peppercorn and a review of the enfranchisement process. We are now in a period of uncertainty in relation to many factors that impact on the residential ground rent investment market. The valuer has reduced their opinion on the value of the residential ground rents to reflect sentiment and uncertainty around future Government actions and reforms. Whilst transactional volumes and available evidence has begun to increase, there remains a paucity of comparable transactions and therefore the valuation reflects a greater degree of valuation judgement. Where cladding or other fire safety issues have been identified in buildings within the businesses portfolio, the valuer has adjusted these to reflect a discount reflecting the impact on liquidity of those specific assets rather than any cost liability.
The Company invests in real estate long income and whilst not immune from the challenges likely to be presented to the wider market, should be well positioned compared to traditional real estate because of its focus on long-term contractual cashflows to strong tenant counterparties.
The table below shows the results of Management’s evaluation of the sensitivity of the Level 3 fair value of investment properties at 31 December to changes in unobservable inputs to a reasonable alternative.
2020 Change in fair value
Fair value Unobservable input +25bps +50bps
Investment property £ 8,255 ,000 Equivalent yield (£6 17 ,000) (£1, 147 ,000)
These amounts are not an estimate or a forecast of the Partnership's property value. The analysis is designed solely to provide an indication of the impact of certain changes to the Partnership's property value. The directors have considered the impact as at 31 December 2020 and conclude the fair value of investment properties in the financial statements is not subject to any form of valuation uncertainty clause and is appropriate.
The loan from parent undertaking is unsecured, bears interest at 6% per annum and is repayable on demand.
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
The following are the major deferred tax liabilities recognised by the company and movements thereon:
Deferred tax assets of £ 5,810 (201 9 : £5,198) relating to interest disallowed under the Corporate Interest Restriction regime have not been recognised on the basis that it is not expected that tax relief will be available for this restriction in the foreseeable future.
There were no contingent liabilities or capital commitments at the balance sheet date (201 9 : £nil).
The company had the following minimum lease receivables under non-cancellable operating leases:
Events after the reporting financial year have been evaluated up to the date the audited financial statements were approved and the authorised for issue by the directors. No events that would have a material impact on the financial statements have been identified .
The General Partner of the Aviva Investors REaLM Ground Rent Limited Partnership is the Aviva Investors Ground Rent GP Limited, a company incorporated in Great Britain and registered in England and Wales.
The Company’s immediate parent undertaking is the Aviva Investors Ground Rent HoldCo Limited and its ultimate parent undertaking is Aviva Investors REaLM Ground Rent Unit Trust, which is registered in Jersey.
The Aviva Investors REaLM Ground Rent Limited Partnership, which indirectly has 100% interest of the Company, is both the largest and the smallest group of undertakings to consolidate these financial statements at 31 December 20 20 . The consolidated financial statements of Aviva Investors REaLM Ground Rent Limited Partnership are available on application to:
Aviva Company Secretarial Services Limited
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