|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 |
|
FOR
|
|
WA CAPITAL LIMITED |
|
|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 |
|
FOR
|
|
WA CAPITAL LIMITED |
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
|
|
|
|
|
CONTENTS OF THE FINANCIAL STATEMENTS
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
|
|
Page
|
|
|
Company Information
|
1
|
|
|
Balance Sheet
|
2
|
|
|
Notes to the Financial Statements
|
3
|
|
|
WA CAPITAL LIMITED
|
|
COMPANY INFORMATION
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
|
|
|
|
|
|
DIRECTORS:
|
|
|
|
|
|
|
|
|
|
|
|
REGISTERED OFFICE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
INDEPENDENT AUDITORS
:
|
|
|
Statutory Auditor, Chartered Accountants
|
|
St Nicholas House
|
|
Park Row
|
|
Nottingham
|
|
NG1 6FQ
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
BALANCE SHEET
|
30 JUNE 2017
|
|
|
30/6/17
|
|
30/6/16
|
|
Notes
|
£
|
£
|
|
FIXED ASSETS
|
Investments
|
4
|
|
|
|
|
|
|
CURRENT ASSETS
|
Debtors
|
5
|
|
|
|
|
|
Cash at bank
|
|
|
|
|
|
|
|
|
|
|
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR
|
6
|
(
|
)
|
(
|
)
|
|
NET CURRENT ASSETS
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT
LIABILITIES
|
|
|
|
|
|
|
PROVISIONS FOR LIABILITIES
|
8
|
(
|
)
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
CAPITAL AND RESERVES
|
Called up share capital
|
9
|
|
|
|
|
|
Share premium
|
10
|
|
|
|
|
|
Retained earnings
|
10
|
|
|
|
|
|
SHAREHOLDERS' FUNDS
|
|
|
|
|
|
|
|
|
In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.
|
|
The financial statements were approved by the Board of Directors on
signed on its behalf by:
|
|
|
|
|
|
|
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
1.
|
STATUTORY INFORMATION
|
|
|
WA Capital Limited is a
|
|
Wales. The company's registered number and registered office address can be found on the
|
|
Company Information page.
|
|
2.
|
ACCOUNTING POLICIES
|
|
|
Basis of preparing the financial statements
|
These financial statements were prepared in accordance with applicable United Kingdom |
accounting standards, including Financial Reporting Standard 102 The Financial Reporting |
Standard applicable in the UK and Republic of Ireland ("FRS 102") as issued in August |
2014, and with the Companies Act 2006 (as applicable to companies subject to the small |
companies' regime). The changes to FRS 102 issued in September 2015 effective for |
periods beginning on or after 1 January 2016 have been adopted and therefore, as a small |
company the financial statements have been prepared under section 1A the small entities |
regime of FRS 102. |
|
Going concern |
The financial statements have been prepared on the going concern basis, notwithstanding |
the current year loss after tax of of £36,604,913. The directors are of the opinion that the |
company has adequate resources to continue in operational existence for the foreseeable |
future. On this basis they continue to adopt the going concern basis of accounting in |
preparing the annual financial statements. |
|
|
Preparation of consolidated financial statements
|
The company is exempt by virtue of s400 of the Companies Act 2006 from the requirement |
to prepare group financial statements. These financial statements present information about |
the company as an individual undertaking and not about its group. |
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Significant judgements and estimates
|
|
Financial risk management including derivatives, objectives, forward fixed rate
|
|
currency
contracts and policies
|
|
|
The company uses financial instruments, comprising loans, cash and other liquid resources
|
|
and various other items such as trade debtors, creditors and finance arrangements that arise
|
|
directly from its operations. The main purpose of these financial instruments is to raise
|
|
finance for its operations. The main issues arising from the company's financial instruments
|
|
are liquidity risk, interest rate and foreign currency risk. The directors review and agree
|
|
policies for managing each of these risks and they are summarised below. The policies
|
|
have remained unchanged from the previous period.
|
|
|
Liquidity risk
|
|
The company seeks to manage financial risk by ensuring sufficient liquidity is available to
|
|
meet foreseeable needs by negotiating adequate facilities from the companies bankers and
|
|
other lenders.
|
|
|
Interest rate risk
|
|
The company finances its operations through a mixture of shareholders' equity, retained
|
|
profits and bank borrowings. The Companies regularly reviews its exposure to interest rate
|
|
fluctuations.
|
|
|
Foreign currency risk
|
|
The Company is exposed to transaction and translation foreign exchange risk. The
|
|
Company seeks to minimise its exposure when known, using forward fixed rate currency
|
|
contracts.
|
|
|
Investments in subsidiaries
|
|
Investments in subsidiary undertakings are recognised at cost.
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Financial instruments
|
Financial instruments are recognised in balance sheet when the company becomes party to |
the contractual |
provisions of the instrument. |
|
Financial assets and liabilities are offset, with 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. |
|
Basic financial assets |
Basic financial assets, which include debtors and cash and bank balances, are initially |
measured at transaction price including transaction costs and are subsequently carried at |
amortised cost using the effective interest method 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. Financial assets classified as receivable |
within one year are not amortised. |
|
Other financial assets |
Other financial assets, including investments in equity instruments and derivatives, 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 profit or |
loss, except that investments in equity instruments that are not publicly traded and whose |
fair values cannot be measured reliably are measured at cost less impairment. |
|
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed for |
indicators of impairment at each reporting end date. Financial assets are impaired where |
there is objective evidence that, as a result of one or more events that occurred after the |
initial recognition of the financial asset, the estimated future cash flows have been affected. |
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 profit or loss. |
|
If there is a 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 would have been, had the |
impairment not previously been recognised. The impairment reversal is recognised in profit |
or loss. |
|
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from |
the asset expire or are settled, or when the company transfers the financial asset and |
substantially all the risks and rewards of ownership to another entity, or if some significant |
risks and rewards of ownership are retained but control of the asset has transferred to |
another party that is able to sell the asset in its entirety to an unrelated third party. |
|
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the |
contractual arrangements entered into. An equity instrument is any contract that evidences a |
residual interest in the assets of the company after deducting all of its liabilities. |
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, |
are initially recognised at transaction price unless the arrangement constitutes a financing |
transaction, where the debt instrument is measured at the present value of the future |
receipts discounted at a market rate of interest. Financial liabilities classified as payable |
within one year are not amortised. Debt instruments are subsequently carried at amortised |
cost, using the effective interest rate method. Trade creditors are obligations to pay for |
goods or services that have been acquired in the ordinary course of business from suppliers. |
Amounts payable are classified as current liabilities if payment is due within one year or less. |
If not, they are presented as non-current liabilities. Trade creditors are recognised initially at |
transaction price and subsequently measured at amortised cost using the effective interest |
method. |
|
Other financial liabilities |
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not |
basic financial instruments. Derivatives are initially recognised at fair value on the date a |
derivative contract is entered into and are subsequently re-measured at their fair value. |
Changes in the fair value of derivatives are recognised in profit or loss. Debt instruments that |
do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair |
value through profit or loss. |
|
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or |
are discharged or cancelled. |
|
|
Taxation
|
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and |
Loss Account, except to the extent that it relates to items recognised in other comprehensive |
income or directly in equity. |
|
Current or deferred taxation assets and liabilities are not discounted. |
|
Current tax is recognised at the amount of tax payable using the tax rates and laws that |
have been enacted or substantively enacted by the balance sheet date. |
|
|
Deferred tax
|
Deferred tax is recognised in respect of all timing differences that have originated but not |
reversed at the balance sheet date. |
|
Timing differences arise from the inclusion of income and expenses in tax assessments in |
periods different from those in which they are recognised in financial statements. Deferred |
tax is measured using tax rates and laws that have been enacted or substantively enacted |
by the year end and that are expected to apply to the reversal of the timing difference. |
|
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it |
is probable that they will be recovered against the reversal of deferred tax liabilities or other |
future taxable profits. |
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Foreign currencies
|
Assets and liabilities in foreign currencies are translated into sterling at the rates of |
exchange ruling at the balance sheet date. Transactions in foreign currencies are translated |
into sterling at the rate of exchange ruling at the date of transaction. Exchange differences |
are taken into account in arriving at the operating result. |
|
|
Income recognition
|
|
Dividends are accounted for when receivable by the company. Interest is accounted for as it
|
|
falls due.
|
|
3.
|
EMPLOYEES AND DIRECTORS
|
|
|
The average number of employees during the year was
|
|
4.
|
FIXED ASSET INVESTMENTS
|
|
Shares in
|
|
|
group
|
|
Listed
|
|
Unlisted
|
|
|
undertakings
|
|
investments
|
|
investments
|
|
Totals
|
£
|
£
|
£
|
£
|
|
|
COST OR VALUATION
|
|
At 1 July 2016
|
|
|
|
|
|
|
524,112,340
|
|
|
|
Additions
|
|
|
|
|
|
|
28,634,881
|
|
|
|
Disposals
|
|
|
(
|
)
|
|
|
(203,548,708
|
)
|
|
|
Revaluation of investments
|
|
|
(
|
)
|
(
|
)
|
(47,284,777
|
)
|
|
|
At 30 June 2017
|
|
|
|
|
|
|
301,913,736
|
|
|
|
NET BOOK VALUE
|
|
At 30 June 2017
|
|
|
|
|
|
|
301,913,736
|
|
|
|
At 30 June 2016
|
|
|
|
|
|
|
524,112,340
|
|
|
|
|
Cost or valuation at 30 June 2017 is represented by:
|
|
|
Shares in
|
|
|
group
|
|
Listed
|
|
Unlisted
|
|
|
undertakings
|
|
investments
|
|
investments
|
|
Totals
|
£
|
£
|
£
|
£
|
|
|
Valuation in
2017
|
101
|
|
282,895,195
|
|
19,018,440
|
|
301,913,736
|
|
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
4.
|
FIXED ASSET INVESTMENTS - continued
|
|
|
The company owns 100% of the issued share capital of the companies listed below
|
|
|
WA Capital Investments Limited
|
|
Marlborough Property Co Limited
|
|
|
The company controls the following companies indirectly through its investment in
|
|
Marlborough Property Co Limited
|
|
|
Marlborough Property (Helensburgh)Limited
|
|
Marlborough Property (Watermead) Limited
|
|
Marlborough Property (Colmore Row) Limited
|
|
Marlborough Property (Staines) Limited
|
|
Marlborough Property (Water Court) Limited
|
|
Marlborough Property (Digbeth) Limited
|
|
Marlborough Property (NBS 169) Limited
|
|
Marlborough Property (Douglas) Limited
|
|
Marlborough Property (Putney One) Limited
|
|
Marlborough Property (Putney Two) Limited
|
|
Marlborough Property (Beckenham) Limited
|
|
Marlborough Property (Camden) Limited
|
|
Marlborough Property (Chiswick) Limited
|
|
Marlborough Property (Clapham) Limited
|
|
Marlborough Property (Eltham) Limited
|
|
Marlborough Property (Kilburn) Limited
|
|
Marlborough Property (Pinner) Limited
|
|
Marlborough Property (Putney) Limited
|
|
Marlborough Property (Rickmansworth) Limited
|
|
Marlborough Property (Temple Fortune) Limited
|
|
Marlborough Property (Whetstone) Limited
All of the above are registered at the same address as WA Capital Limited.
|
|
5.
|
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
Corporation tax debtor
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
6.
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Debentures (see note 7)
|
|
|
|
|
|
|
Bank loans and overdrafts (see note
7)
|
|
|
|
|
|
|
Corporation tax creditor
|
|
|
|
|
|
|
Directors' loan accounts
|
-
|
|
16,000,000
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
LOANS
|
|
|
An analysis of the maturity of loans is given below:
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Amounts falling due within one year or on demand:
|
|
Debentures
|
-
|
|
6,000,000
|
|
|
|
Bank overdrafts
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
PROVISIONS FOR LIABILITIES
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Deferred tax on revaluation of investments
|
2,354,751
|
|
-
|
|
|
|
|
Deferred
|
|
|
tax
|
|
£
|
|
|
At 1 July 2016
|
-
|
|
|
|
Charge to Profit and Loss Account during the year
|
|
|
|
|
Balance at 30 June 2017
|
|
|
|
|
9.
|
CALLED UP SHARE CAPITAL
|
|
|
Allotted, issued and fully paid:
|
|
Number:
|
Class:
|
Nominal
|
30/6/17
|
|
30/6/16
|
|
value:
|
£
|
£
|
|
|
|
Ordinary A
|
£1
|
120,731
|
|
120,731
|
|
|
|
|
Ordinary B
|
£1
|
50
|
|
50
|
|
|
120,781
|
|
120,781
|
|
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
10.
|
RESERVES
|
|
Retained
|
|
Share
|
|
|
earnings
|
|
premium
|
|
Totals
|
£
|
£
|
£
|
|
|
|
At 1 July 2016
|
|
|
|
|
592,361,107
|
|
|
|
Deficit for the year
|
(
|
)
|
-
|
|
(
|
)
|
|
|
Dividends
|
(
|
)
|
-
|
|
(
|
)
|
|
|
At 30 June 2017
|
|
|
|
|
530,756,194
|
|
|
|
11.
|
DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006
|
|
|
|
|
|
The Senior Statutory Auditor was
|
|
|
|
12.
|
RELATED PARTY DISCLOSURES
|
|
|
The company has taken advantage of the exemption, under the terms of Financial Reporting
|
|
Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of
|
|
Ireland', not to disclose related party transactions with wholly owned subsidiaries within the
|
|
group.
|
|
The company was under the control of Mr WL Adderley throughout the year. Mr WL |
Adderley is the managing director and majority shareholder. |
|
|
The company holds a 26.85% shareholding in Dunelm Group Plc which is a related party as
|
|
Mr WL Adderley is a director and Deputy Chairman of the Dunelm Group.
|
|
13.
|
POST BALANCE SHEET EVENTS
|
|
On the 8th December 2017, WA Capital Limited ("WA Capital"), transferred 18,000,000 |
Dunelm Group PLC ("Dunelm") ordinary shares with a par value of 1 pence each. The |
transfer was made at market value. The shares were transferred to WA Capital Investments |
Limited ("WAC Investments"), a 100% subsidiary of WA Capital. There was no change in the |
ultimate beneficial ownership of the Dunelm shares as a result of this transfer. |
|
As a result of the transfer above, these additional 18,000,000 ordinary shares having a par |
value of 1 pence each in the capital of Dunelm are subject to the security interest granted by |
WAC Investments on 20 September 2016 in favour of Barclays Bank plc, as security for any |
amounts which may be due from time to time under a facility agreement entered into on that |
date (as amended from time to time). Details of this were announced by Dunelm on 21 |
September 2016. Accordingly an aggregate of 36,000,000 shares in Dunelm are now |
pledged as collateral by WAC Investments in favour of Barclays Bank plc. |
|
14.
|
AUDITORS' REMUNERATION
|
|
|
The auditors' remuneration of £12,000 recognised in the period was in relation to WA Capital Limited and WA Capital Investments.
|
WA CAPITAL LIMITED (REGISTERED NUMBER: 07306402)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
14.
|
FINANCIAL INSTRUMENTS
|
|
|
30/6/17
|
|
30/6/16
|
|
Notes
|
£
|
|
£
|
Financial assets measured at fair value
through profit or loss
|
|
|
|
|
Listed Investments
|
7
|
282,895,195
|
|
500,076,904
|
Unlisted investments
|
7
|
19,018,440
|
|
24,035,335
|
Financial assets that are debt instruments measured at amortised cost:
|
|
|
|
|
Amounts owed by group undertakings
|
8
|
228,969,606
|
|
103,000,000
|
|
|
|
|
|
|
|
530,883,241
|
|
627,112,239
|
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
Debentures
|
9
|
-
|
|
6,000,000
|
Bank loans and overdrafts
|
9
|
10,453,445
|
|
17,016,980
|
Directors' loan accounts
|
9
|
-
|
|
16,000,000
|
|
|
|
|
|
|
|
10,453,445
|
|
39,016,980
|
|
|
|
|
|
|
Basis for determining fair value
|
|
|
The listed investments are valued at their quoted closing price on the year end date.
|
|
Unlisted investments are valued at cost less impairment value.
|
|
|