Company Registration No. 08025996 (England and Wales)
HGPE ASG LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
HGPE ASG LIMITED
COMPANY INFORMATION
Directors
Mrs Emma Howell
Mr Verdeep Dost
(Appointed 6 June 2018)
Secretary
Arnold Hill & Co LLP
Company number
08025996
Registered office
Craven House
16 Northumberland Avenue
London
United Kingdom
WC2N 5AP
Auditor
KPMG LLP
15 Canada Square
London
E14 5GL
Bankers
HSBC
2nd Floor
62-76 Park Street
London
SE1 9DZ
HGPE ASG LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 4
Profit and loss account
5
Balance sheet
6
Notes to the financial statements
7 - 12
HGPE ASG LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2018
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2018.
Principal activities
The principal activity of HGPE ASG Limited (the "Company") continued to be that of an investment holding company and an intermediary for intercompany borrowings.
The Company holds 100% of the share capital in A Shade Greener (F2) Limited ("ASG (F2) Limited") and HGPE ASG AssetCo Limited ("ASG AssetCo Limited").
The Company has borrowings from Hermes Infrastructure Fund I LP, its ultimate parent, and it has used the monies to lend to ASG AssetCo Limited and invest in both ASG (F2) Limited and ASG AssetCo Limited.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr Sion Colley
(Resigned 30 May 2018)
Mrs Emma Howell
Mr Perry Noble
(Resigned 3 July 2019)
Mrs Karen Sands
(Resigned 13 March 2019)
Mr Verdeep Dost
(Appointed 6 June 2018)
Auditor
The auditor, KPMG LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mrs Emma Howell
Director
26 September 2019
HGPE ASG LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 2 -
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with applicable law and Section 1A of FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(UK Generally Accepted Accounting Practice applicable to Smaller Entities).
Under company law the 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 these financial statements, the directors are required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and estimates that are reasonable and prudent; and
-
assess the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
-
use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
The directors are 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. They are 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, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HGPE ASG LIMITED
- 3 -
Opinion
We have audited the financial statements of HGPE ASG Limited (“the company”) for the year ended 31 December 201
8
, which comprise the Profit and Loss Account, Balance Sheet and related notes, including the accounting policies in note 1.
In our opinion the financial statements:
-
give a true and fair view of the state of the company’s affairs as at 31 December 2018 and of its loss for the year then ended;
-
have been properly prepared in accordance with UK accounting standards applicable to smaller entities, including Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the company in accordance with, UK ethical requirements including the FRC Ethical Standard, and the provisions available for small entities, in the circumstances set out in note 1 to the financial statements. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the company or to cease its operations, and as they have concluded that the company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
We are required to report to you if we have concluded that the use of the going concern basis of accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant doubt over the use of that basis for a period of at least a year from the date of approval of the financial statements. In our evaluation of the directors’ conclusions, we considered the inherent risks to the company’s business model, including the impact of Brexit, and analysed how those risks might affect the company’s financial resources or ability to continue operations over the going concern period. We have nothing to report in these respects.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the company will continue in operation.
The directors are responsible for the directors’ report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon.
Our responsibility is to read the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
-
we have not identified material misstatements in the directors’ report;
-
in our opinion the information given in that report for the financial year is consistent with the financial statements; and
-
in our opinion that report has been prepared in accordance with the Companies Act 2006.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HGPE ASG LIMITED
- 4 -
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors’ remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit; or
-
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemption in preparing the directors’ report and take advantage of the small companies exemption from the requirement to prepare a strategic report.
We have nothing to report in these respects.
Directors' responsibilities
As explained more fully in their statement set out on page 2, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; 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; 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 they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Martin (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
26 September 2019
HGPE ASG LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2018
- 5 -
2018
2017
Notes
£
£
Turnover
1,301,657
1,355,781
Administrative expenses
(21,564)
(20,761)
Operating profit
3
1,280,093
1,335,020
Interest receivable and similar income
4
725,000
950,000
Interest payable and similar expenses
5
(2,106,486)
(2,174,921)
(Loss)/profit before taxation
(101,393)
110,099
Taxation
6
-
-
(Loss)/profit for the financial year
(101,393)
110,099
Total comprehensive income for the year
(101,393)
110,099
All activities are derived from continuing operations.
The Company has no recognised gains or losses other than those included in the results above.
HGPE ASG LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2018
31 December 2018
- 6 -
2018
2017
Notes
£
£
£
£
Fixed assets
Investments
15,267,894
15,267,894
Current assets
Debtors (including £14,554,765 (2017: £15,565,069) due after more than one year)
8
15,302,402
16,205,303
Cash at bank and in hand
406,425
77,315
15,708,827
16,282,618
Creditors: amounts falling due within one year
9
(5,048,838)
(4,359,409)
Net current assets
10,659,989
11,923,209
Total assets less current liabilities
25,927,883
27,191,103
Creditors: amounts falling due after more than one year
10
(23,687,599)
(24,849,426)
Net assets
2,240,284
2,341,677
Capital and reserves
Called up share capital
11
3,394,608
3,394,608
Profit and loss reserves
(1,154,324)
(1,052,931)
Total equity
2,240,284
2,341,677
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 September 2019 and are signed on its behalf by:
Mrs Emma Howell
Director
Company Registration No. 08025996
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 7 -
1
Accounting policies
Company information
HGPE ASG Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Craven House, 16 Northumberland Avenue, London, United Kingdom, WC2N 5AP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Company is an investment holding company and has net assets of £2,240,284 as at 31 December 2018.
On this basis the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements.
1.3
Turnover and other income
Turnover is comprised of interest revenue on financial assets and is recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.
Dividends are recognised as other income, when the right to receive payment has been established.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.5
Cash and cash equivalents
Cash at bank and in hand
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 8 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's 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.
Loans and receivables
Trade debtors
, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
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.
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, 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
paymen
ts 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. A
m
ounts 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.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 9 -
2
Judgements and key sources of estimation uncertainty
Due to the nature of the Company's business and having considered the key sources of income and expenditure, Balance Sheet items and the Company's accounting policies, the directors do not believe there are any critical accounting judgements or key sources of estimation uncertainty.
3
Operating profit
2018
2017
Operating profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
8,200
8,100
4
Interest receivable and similar income
2018
2017
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
725,000
950,000
5
Interest payable and similar expenses
2018
2017
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
2,106,486
2,174,921
6
Taxation
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2018
2017
£
£
(Loss)/profit before taxation
(101,393)
110,099
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2017: 19.25%)
(19,265)
21,194
Tax effect of expenses that are not deductible in determining taxable profit
20,232
25,255
Tax effect of income not taxable in determining taxable profit
(137,750)
(182,875)
Group relief surrendered
136,783
136,426
Taxation charge for the year
-
-
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
6
Taxation
(Continued)
- 10 -
Unrecognised gross tax losses of £1,978,436 (2017: £1,978,436) are carried forward at the balance sheet date.
7
Investments
Details of the company's investments at 31 December 2018 are as follows:
Name of undertaking and country of incorporation or residency
Nature of business
Cost £
% Held Direct
A Shade Greener (F2) Limited
United Kingdom
Electricity generation
15,267,893
100.00
HGPE ASG Assetco Limited
United Kingdom
Lease provider
1
100.00
Total:
15,267,894
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
A Shade Greener (F2) Limited
1,159,275
1,455,601
HGPE ASG Assetco Limited
79,287
154,331
8
Debtors
2018
2017
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
744,617
637,781
Other debtors
3,020
2,453
747,637
640,234
Amounts falling due after more than one year:
Amounts owed by group undertakings
14,554,765
15,565,069
Total debtors
15,302,402
16,205,303
There are two loans provided by the Company, comprising a senior and junior loan agreement payable quarterly in arrears. The interest charged for the period is calculated by applying an effective interest rate of 7% and 10% respectively, to the loan balances.
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 11 -
9
Creditors: amounts falling due within one year
2018
2017
£
£
Trade creditors
462
3,600
Amounts owed to group undertakings
4,228,276
4,037,959
Accruals and deferred income
820,100
317,850
5,048,838
4,359,409
10
Creditors: amounts falling due after more than one year
2018
2017
Notes
£
£
Amounts owed to group undertakings
23,687,599
24,849,426
There are two loans provided by Hermes GPE Infrastructure Fund LP, comprising a senior and junior loan agreement payable quarterly in arrears. The interest charged for the period is calculated by applying an effective interest rate of 7% and 10% respectively, to the loan balances.
The Company has a loan facility with ASG (F2) Limited and as at 31 December 2018 £3,033,377 (2017: £2,471,530) was drawn down. The loan facility is not interest bearing and is payable on demand.
Amounts included above which fall due after five years are as follows:
Payable by instalments
18,006,509
19,611,337
11
Called up share capital
2018
2017
£
£
Ordinary share capital
Issued and fully paid
3,394,608 Ordinary shares of £1 each
3,394,608
3,394,608
12
Events after the reporting date
In August 2019 ASG Assetco Limited fully settled its loan obligations to the Company. The Company also entered into an £11,400,000 loan with ASG (F2) Limited and as a result settled its loan obligations to Hermes Infrastructure Fund I LP in full. At this time, the Company also extended a £3,070,000 loan to HGPE ASG Finance Limited.
13
Related party transactions
The company has taken advantage of the exemption contained within Section 33 of FRS 102 from the requirement to disclose details of transactions within the group.
HGPE ASG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 12 -
14
Parent company
The immediate parent of the Company is HGPE ASG Finance Limited, whose registered office is Craven House, 16 Northumberland Avenue, London, United Kingdom, WC2N 5AP. The ultimate parent is Hermes Infrastructure Fund I LP, whose registered office is 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ.
2018-12-31
2018-01-01
false
CCH Software
CCH Accounts Production 2019.100
Mr Sion Colley
Mr Sion Colley
Mr Perry Noble
Mrs Emma Howell
Mr Perry Noble
Arnold Hill & Co LLP
08025996
2018-01-01
2018-12-31
08025996
bus:Director4
2018-01-01
2018-12-31
08025996
bus:Director7
2018-01-01
2018-12-31
08025996
bus:CompanySecretary1
2018-01-01
2018-12-31
08025996
bus:Director2
2018-01-01
2018-12-31
08025996
bus:Director5
2018-01-01
2018-12-31
08025996
bus:Director6
2018-01-01
2018-12-31
08025996
bus:Director1
2018-01-01
2018-12-31
08025996
bus:Director3
2018-01-01
2018-12-31
08025996
bus:RegisteredOffice
2018-01-01
2018-12-31
08025996
bus:Agent1
2018-01-01
2018-12-31
08025996
2018-12-31
08025996
2017-01-01
2017-12-31
08025996
2017-12-31
08025996
core:CurrentFinancialInstruments
2018-12-31
08025996
core:CurrentFinancialInstruments
2017-12-31
08025996
core:Non-currentFinancialInstruments
2018-12-31
08025996
core:Non-currentFinancialInstruments
2017-12-31
08025996
core:ShareCapital
2018-12-31
08025996
core:ShareCapital
2017-12-31
08025996
core:RetainedEarningsAccumulatedLosses
2018-12-31
08025996
core:RetainedEarningsAccumulatedLosses
2017-12-31
08025996
1
2018-01-01
2018-12-31
08025996
1
2017-01-01
2017-12-31
08025996
core:Subsidiary1
2018-01-01
2018-12-31
08025996
core:Subsidiary2
2018-01-01
2018-12-31
08025996
core:Subsidiary1
1
2018-01-01
2018-12-31
08025996
core:Subsidiary2
3
2018-01-01
2018-12-31
08025996
core:Subsidiary1
2
2018-01-01
2018-12-31
08025996
core:Subsidiary2
2
2018-01-01
2018-12-31
08025996
bus:PrivateLimitedCompanyLtd
2018-01-01
2018-12-31
08025996
bus:FRS102
2018-01-01
2018-12-31
08025996
bus:Audited
2018-01-01
2018-12-31
08025996
bus:FullAccounts
2018-01-01
2018-12-31
xbrli:pure
xbrli:shares
iso4217:GBP