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Keepmoat Annual Report 2020

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  • October
Keepmoat has released its Group financial results for the year ending 31 October 2020.

NOTES TO THE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23 – Related party disclosures (continued) The outstanding balances between the Group and these related parties as at 31 October 2020 were as detailed below: Trade & other receivables Trade & other payables Year ended 31 October 2020 Year ended 31 October 2019 Year ended 31 October 2020 Year ended 31 October 2019 BALANCES OUTSTANDING £’000 £’000 £’000 £’000 Joint ventures Durham Villages Regeneration Limited 25 25 1,869 1,017 BK Scotswood LLP 2,109 2,109 - - Associates Sheffield Housing Company Limited 665 2,087 - - New Tyne West Development Company LLP - - - - Ilke Homes Limited 5,732 5,069 1,421 - Total 8,531 9,290 3,290 1,017 Current (debtors note 12, creditors note 15) 2,799 4,221 3,290 1,017 Non-current (note 12) 5,732 5,069 - - Total 8,531 9,290 3,290 1,017 The balance due to Ilke Homes Limited in the year ended 31 October 2020 includes £0.7m (2019: £nil) held within accruals (note 15). On 24th September 2019 Keepmoat Homes Limited made a loan of £5.0m to Ilke Homes Limited at an interest rate of 12% per annum and with a maturity date of 24th October 2024. Accrued interest is not compounded and shall be paid by Ilke Homes Limited upon repayment of the loan principle. The loan is not repayable on demand. With the exception of the balances below, all amounts are current, unsecured, non-interest bearing and settled in cash. There are no provisions for impairment in respect of amounts owed by related parties. Included within trade and other receivables are the following non-current loans; • Loan receivable from Sheffield Housing Company Limited (‘SHC’) of £nil (31 October 2019: £797,000) bearing interest at 7% and secured on the assets of SHC. • Loan receivable from BK Scotswood LLP of £2,073,000 (31 October 2019: £2,073,000) which bears no interest and is secured on the assets of the joint venture. Transactions with management During the year ended 31 October 2019 the Group repurchased, from certain members of management 72 Ordinary A shares and 2,260 Ordinary B1 shares of Group company Keystone TopCo Limited for a total consideration of £321,000. During the year ended 31 October 2019, the Group issued 6,833 shares to certain members of management, the shares had previously been held in Treasury. The total consideration received was £489,653. The share transactions meant that the Company’s holding in Keystone TopCo Limited decreased to 88.6% from 89.0%. During the year ended 31 October 2020 the Group issued 6,443 Ordinary B1 shares of Keystone TopCo Limited to certain members of the management for consideration of £751,000. These were split as 4,427 which had previously been held in Treasury and 2,016 previously owned by Keystone JVco Limited. The share transactions meant that the Company’s holding in Keystone TopCo Limited decreased to 88.5% from 88.6%. As at 31 October 2020 the total equity investment held by management amounted to £2,374,237 (31 October 2019: £1,623,237). Transactions with investors TDR Capital LLP has effective control of 85% of the issued share capital of the Company whilst Sun Capital Partners Limited has effective control of the remaining 15%. During the year, TDR Capital LLP and SUN Capital Partners Limited have charged the Group for monitoring fees, expenses and costs totalling £1,989,000 (31 October 2019: £2,022,000). The charges were split equally between the two investors in proportion to their respective shareholdings. 106 KEEPMOAT.COM

FINANCIAL REVIEW 23 – Related party disclosures (continued) On 1 December 2017 the Group received a loan from its shareholders with principal amount of £10.0m. The loan bore interest at 2.5% payable quarterly in arrears. The loan was repaid on 6 December 2018 and the Group received a further four loans from its shareholders. The new loans were made up of £8,612,000 repaid on 22 March 2019 and £1,843,000, split in proportion to the ownership of the Group’s shareholders. The shareholder loans attracted interest at 2.5%. Interest of £45,157 was charged on the shareholder loans during the year (2019: £127,142). Subsidiary undertakings of the Group The following information relates to the principal subsidiary undertakings of the Group. The Company directly owns 88.5% (31 October 2019: 88.6%) of the ordinary share capital of Keystone Topco Limited and has effective control of its other subsidiaries in the proportion indicated below. All companies are incorporated in England and Wales. In the opinion of the directors, these companies are those whose results or financial position principally affect the results of the Group. Name of Company Principal activities Immediate parent shareholding* Group’s effective shareholding Keystone Topco Limited Intermediate holding company 89% 89% Keystone Midco Limited Intermediate holding company 100% 89% Keystone Bidco Limited Intermediate holding company 100% 89% Keystone Financing plc Financing company 100% 89% Lakeside 1 Limited Intermediate holding company 100% 89% K&A Merger Limited Intermediate holding company 100% 89% Castle 1 Limited Intermediate holding company 100% 89% Keepmoat Limited Provision of corporate services 100% 89% Keepmoat Homes Limited Private house building development 100% 89% MCI Developments Limited Partnership house building 100% 89% Huyton Freehold Limited Investment company 100% 89% Keepmoat Property Limited Property development and the holding of property on behalf of other Group companies 100% 89% KGP (SHC) Limited Intermediate holding company 90% 80% * Immediate parent shareholding means the shareholding held by the listed subsidiary’s immediate parent undertaking. ANNUAL REPORT & FINANCIAL STATEMENTS 2020 107