Directors' report and fmancial statements Registered number 07268418 for the year ended 31 December 2011 A12 28 / 09 / 2012 COMPANIES HOUSE ll #69 Contents Drrectors' report Vantage Airport Group (uk) Limited (fonnerly YVR Atrport Servtces (UK) limited) Lumted profit and loss account Balance sheet Reconcthatton of movements m shareholder's funds Notes to the financtal statements 3 4 5 6 7
Directors' report and fmancial statements Registered number 07268418 for the year ended 31 December 2011 A12 28 / 09 / 2012 COMPANIES HOUSE ll #69 Contents Drrectors' report Vantage Airport Group (uk) Limited (fonnerly YVR Atrport Servtces (UK) limited) Lumted profit and loss account Balance sheet Reconcthatton of movements m shareholder's funds Notes to the financtal statements 3 4 5 6 7
Directors' report and fmancial statements Registered number 07268418 for the year ended 31 December 2011 A12 28 / 09 / 2012 COMPANIES HOUSE ll #69 Contents Drrectors' report Vantage Airport Group (uk) Limited (fonnerly YVR Atrport Servtces (UK) limited) Lumted profit and loss account Balance sheet Reconcthatton of movements m shareholder's funds Notes to the financtal statements 3 4 5 6 7
(formerly YVR Airport Services (UK) Limited) Directors' report and fmancial statements Registered number 07268418 For the year ended 31 December 2011 A12 28/09/2012 COMPANIES HOUSE ll #69 Contents Drrectors' report Vantage Atrport Group (UK) Ltmtted (fonnerly YVR Atrport Servtces (UK) Ltmtted) Dtrectors' report and financtal statements For the year ended 31 December 2011 Regtstered number 07268418 Statement of Dtrectors' responstbthttes m respect of the Drrectors' report and the financtal statements Independent Audttors' report to the members of Vantage Atrporl Group (UK) Lumted Profit and loss account Balance sheet Reconcthatton of movements m shareholder's funds Notes to the financtal statements 3 4 5 6 7 8 Directors' report Vantage Airport Group (UK) Limited (formerly YVR Airport S e r v ~ c e s (UK) Limited) Dtrectors' report and financtal statements For the year ended 31 December 2011 Registered number 07268418 The dtrectors present therr annual report and the audtted financtal statements for the year ended 31 December 2011 Prmcipal activities The Company was mcorporated on 28 May 2010 On 23 February 2012, the company's name was changed from YVR Airport Servtces (UK) Lmnted to Vantage Airport Group (UK) Ltmtted The pnnctpal actlVIty of the company ts the mvestment m atrports The company has mvested m the three atrports m the Umted Kmgdom, Ltverpool John Lennon Airport, Robm Hood Airport Doncaster-Sheffield and Durham Tees Valley Airport Subsequent to the year end, Durham Tees Valley Airport, for whtch the Company has an mdrrect shareholdmg, was dtsposed of Business reVIew The pnnctpal actlVIty of the company ts that of a holdmg company The drrectors expect the current level of acttvtty to contmue mto the foreseeable future As shown m the profit and loss account, retamed profit for the year to 31 December 2011 was 6,061,113 (7 months to 3/ December 2010 2,771,914), wtth net assets at that date of 69,248,055 (2010 59,057, 742) Principal risks and uncertainties The company acts as an mtennedtate holdmg company and the pnnctpal nsks and uncertamttes he wtthm the substdtanes and tins has been dtsclosed m the substdtary fmanctal statements Dividends The drrectors do not recommend the payment of a dtvtdend Directors The drrectors who held office dunng the penod were as follows Amtt Rtkhy George Ca;ey Nevtlle Wetr (restgned 8 June 2012) Cratg Rtchmond Matthew Thomas Post balance sheet events On 10 February 2012 the Company's substdtary, Peel Atrports Ltmtted, sold tts stake m Durham Tees Valley Airport Ltmtted for 1 The Company had an mdtrect shareholdmg m Durham Tees Valley Atrport Ltmtted of48 75% at 31 December 2011 On 9 May 2012, the Company mcreased tts ordmary share capttal from 60,415,028 to 61,065,028 by tssumg 650,000 new shares wtth a par value of 1 Directors' report (continued) Disclosure of mformation to auditors Vantage Airport Group (UK) L1m1ted (formerly YVR A1rport (UK) Limited) Directors' report and financml statements For the year ended 31 December 2011 RegiStered number 07268418 The who held office at (he date of approval of tlus report confirm that, so far as they are each aware, there IS no relevant audit mformatton of which the company's audttors are unaware, and each has taken all the steps (hat he ought to have taken as a d1rector to make h1mself aware of any relevant aud1t mfonnahon and to estabhsh that the company's auditors are aware of that mfonnat10n Auditors Pursuant to SectiOn 487 of fue Comparues Act 2006, the auditors will be deemed to be reappomted and KPMG LLP Will fuerefore contmue m office On behalf of the Board Dlrector Registered office Eversheds House 70 Great Bndgewater Street Manchester Umted Kmgdom M15ES 2 Vantage Airport Group (UK) L1m1ted (fonnerly YVR Airport S e r v ~ c e s (UK) Limited) D1rectors' report and financml statements For the year ended 31 December 2011 Registered number 07268418 Statement of Directors' responsibilities in respect of the Directors' report and the financial statements The drrectors are responsible for prepanng the Drrectors' Report and the financial statements m accordance With applicable law and regulatiOns Company law requires the directors to prepare fmanc1al statements for each financial penod Under that law they have elected to prepare the financial statements m accordance With UK Accountmg Standards and applicable law (UK Generally Accepted Accountmg Practice) Under company law the drrectors must not approve the financial statements unless they are satisfied that they give a true and fair v1ew of the state of affairs of the company and of the profit or loss of the company for that penod In prepanng these financml statements, the directors are reqmred to select suitable accountmg policies and then apply them consistently, make judgements and estimates that are reasonable and prudent, state whether applicable UK Accountmg Standards have been followed, subject to any matenal departures disclosed and explamed m the financial statements, and prepare the financial statements on the gomg concern basis unless 11 ts mappropnate to presume that the company wtll contmue m busmess The drrectors are responsible for keepmg adequate accountmg records that are sufficient to show and explam the company's transactiOns and disclose wtth reasonable accuracy at any ttme the fmanctal posttlon of the company and enable them to ensure that the fmancial statements comply w1th the Comparues Act 2006 They have general responsibility for takmg such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other trregulanttes 3 Independent Auditors' report to the members of Vantage Airport Group (UK) Limited (formerly YVR Airport Services (UK) Limited) We have aud1ted the financ1al statements of Vantage A1rport Group (UK) L1011ted for the penod ended 31 December 2011 set out on pages 5 to 13 The financml report10g framework that has been applied 10 thm preparatiOn IS applicable law and UK Accounting Standards (UK Generally Accepted Account10g Pract1ce) Th1s report IS made solely to the company's members, as a body, 10 accordance with Chapter 3 of Part 16 of the Compames Act 2006 Our aud1t work has been undertaken so that we m1ght state to the company's members those matters we are reqmred to state to them m an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responstbiltty to anyone other than the company and the company's members, as a body, for our audit work, for th1s report, or for the optmons we have formed Respective responsibilities of directors and auditor As explamed more fully m the Directors' ResponsJbilttJes Statement set out on page 3, the dtrectors are responsible for the preparation of the financ1al statements and for be10g satiSfied that they g1ve a true and f31r vtew Our responsJbihty ts to audit, and express an optmon on, the financtal statements m accordance wtth applicable law and Internatwnal Standards on Aud1tmg (UK and Ireland) Those standards reqmre us to comply with the Aud1t10g Practices Board's (APB's) Eth1cal Standards for Auditors Scope of the audit of the financial statements A descnptwn of the scope of an aud1t of financ1al statements IS prov1ded on the APB's websue at - www frc org uk/apb/scope/pnvate cfm Opinion on financial statements In our opmwn the financtal statements g1ve a true and fmr v1ew of the state of the company's affa1rs as at 31 December 2011 and of us profit for the penod then ended, have been properly prepared m accordance with UK Generally Accepted Accountmg Pract1ce, and have been prepa,red m accordance with the reqmrements of the Compames Act 2006 Opmion on other matter prescribed by the Companies Act 2006 In our optmon the mformauon gtven m the Dtrectors' Report for the financtal penod for whtch the statements are prepared ts consJstent wtth the financtal statements Matters on wh1ch we are required to report by exception We have nothmg to report m respect of the followmg matters where the Compames Act 2006 reqmres us to report to you tf, m our opmwn adequate accountmg records have not been kept, or returns adequate for our audtt have not been received from branches not vtsned by us, or the financtal statements are not m agreement wtth the accountmg records and returns, or certam dtsclosures of darectors' remuneration specified by law are not made, or we have not recetved all the mformatmn and explanatiOns we require for our audit HP Jones (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 8 Pnnces Parade, Liverpool, L31QH 2'- \4a..r '2. . 4 Profit and loss account for the year ended 31 December 2011 Turnover Cost of sales Gross profit Admmtstratlve expenses Operatmg loss Other mterest recetvable and stmtlar mcome Profit on ordmary activities before taxation Tax on profit on ordmary achvttles Profit for the financial penod Note 5 2 6 11 Vantage A1rport Group (UK) L1m1ted (formerly YVR A1rport S e r v ~ c e s (UK) L1m1ted) Dtrectors' report and financtal statements For the year ended 31 December 2011 RegiStered number 07268418 Year ended 31 December 2011
(32,850) (32,850) 2,804,764 2,771,914 2,771,914 All results anse from contmumg acttvthes There were no recogrused gams or losses other than the result for the penod and therefore no statement of recogmsed gams or losses has been presented m these financial statements The notes on pages 8 to 13 form part of the financtal statements 5 Balance sheet As at 31 December 2011 Note Fixed assets Investments 7 Current assets Cash at bank and m hand Debtors 8 Creditors amounts falhng due wtthm one year 9 Net current assets Net assets Cap1tal and reserves Called up share capttal 10 Profit and loss account 11 Shareholders' funds Vantage A1rport Group (UK) L1m1ted (formerly YVR A1rport Serv1ces (UK) L1m1ted) Directors' report and financial statements For the year ended 31 December 2011 RegiStered number 07268418 2011 2010
67,072,318 57,788,092 274,540 1,302,123 2,005,000 2,279,540 1,302,123 (103,803) (32,473) 2,175,737 1,269,650 69,248,055 59,057,742 60,415,028 56,285,828 8,833,027 2,771,914 69,248,055 59,057,742 These financtal statements were approved by the board of dtrectors on 24 September 2012 and were stgned oq tts a b Dlrector The notes on pages 8 to 13 form part of the financtal statements 6 Vantage Anport Group (UK) Limited (formerly YVR Airport Services (UK) Limited) Directors' report and financial statements For the year ended 31 December 2011 RegiStered number 07268418 Reconciliation of Movements in Shareholder's Funds for the year ended 31 December 2011 Profit for the financaal penod New share cap1tal subscnbed Net add1t1on to shareholder's funds Opcnmg shareholder's funds Closmg shareholder's funds The notes on pages 8 to 13 form part of the financial statements 2011
2,771,914 56,285,828 59,057,742 59,057,742 7 Notes to the financial statements (fomung part ofthefinancwl statements) I Accounting policies Vantage Anport Group (UK) L1m1ted (formerly YVR Anport SerYI<es (UK) L1m1ted) Dtrectors' report and financial statements For the year ended 31 December 2011 Registered number 07268418 The followmg accountmg policies have been applied consistently m dealing wtth Items wh1ch are considered matenal m relation to the company's fmanctal statements Bas1s of preparation The fmanc1al statements have been prepared m accordance wtth applicable accountmg standards and under the htstoncal cost accountmg rules The Company ts exempt by vtrtue of s40 I of the Compames Act 2006 from the requtrement to prepare group financtal statements These financtal statements present mformation about the Company as an mdmdual undertakmg and not about tts group Under FRS I the Company ts exempt from the requtrement to prepare a cash flow statement on the grounds that a parent undertakmg mcludes the Company m tts own pubhshed consolidated financtal statements As the Company ts a wholly owned substdtary of Vantage Atrport Group (formerly YVR Atrport Servtces Ltmtted), the Company has taken advantage of the exemption contamed m FRS 8 and has therefore not dtsclosed transactions or balances wtth wholly owned substdtanes whtch form part of the group Gomg concern The financtal statements have been prepared on the gomg concern basts whtch the dtrectors beheve that the Company wtll contmue m operatiOn for the foreseeable future and be able to reahse tts assets and dtscharge tts habilttles m the normal course of busmess Fzxed asset investments In the Company's financtal statements, mvestments 1U subs1d1ary undertak.mgs. assoctates and JOmt ventures are stated at cost Fore1gn currencies TransactiOns m foretgn currencies are recorded usmg the rate of exchange rulmg at the date of the transachon Monetary assets and habthtles denommated m foretgn currencies are translated usmg the rate of exchange rulmg at the balance sheet date and the gatns or losses on translatiOn are mcluded m the profit and loss account Taxation The charge for taxation ts based on the profit for the year and takes mto account taxatiOn deferred because of hmmg differences between the treatment of certam Items for taxatwn and accountmg purposes Deferred tax ts recogrused, wtthout dtscountmg, m respect of all tlmmg dtfferences between the treatment of certam Items for taxation and accountmg purposes whtch have ansen but not reversed by the balance sheet date, except as otherwtse requtred by FRS 19 8 Notes (contmued) 2 Notes to the profit and loss account Profit on ordmary actJVUles before taxatwn is stated after chargmg: Auditor's remrmerallOn Audtt of these f i n a n c ~ a l statements 3 Staff numbers and costs No persons were employed by the company dunng the penod 4 Remuneration of directors Vantage Atrport Group (UK) Ltmtted (fonnerly YVR Atrport Servtces (UK) Ltmtted) Dtrectors report and financtal statements For the year ended 31 December 201 I RegiStered number 072684 I 8 2011 2010
15,000 15,000 No drrectors recetved remuneratiOn m respect of servtces to the company 5 Other interest receivable and similar income Recetvable from group undertakmgs Bank Interest recetvable 6 Taxation Ana/ys1s of charge m the perwd UK corporallon tax Current tax on mcome for the penod Total current tax Defoffedlax Ongmataon/reversal of ttmmg differences AdJustment m respect ofprevmus years Total deferred tax Tax on profit on ordmary acttvtttes Year ended 31 December 2011
Year ended 31 December 2011
6,131,726 803 6,131,726 7 months ended 3 I December 2010
2,804,764 2,804,764 7 months ended 3 I December 2010
9 Notes (contmued) 6 Taxation (contznued) Factors affectzng the tax charge for the current perwd Vantage Arport Group (UK) Lmtted (formerly YVR A1rport Servtces (UK) Limited) Dtrectors' report and financtal statements For the year ended 31 December 2011 Registered number 07268418 The current tax charge for the penod IS lower than the standard rate of corporatton tax m the UK (26 49%) The differences are explamed below Year ended 7 months ended 31 December 31 December 2011 2010
Current tax reconctliatwn Profit on ordmary acttvtties before tax 6,061,113 2,771,914 Current tax at 26 49% (2010 28 %) Effects of Non-taxable mcome Total current tax charge (see above) Factors that may affect future current and total tax charges 1,605,588 776,136 (1,605,588) (776, 136) The 2012 Budget on 23 March 2012 announced that the UK corporatiOn tax rate will reduce to 22% by 2014 A reductton m the rate from 26% to 25% (effecttve from I Apnl 2012) was substanttvely enacted on 5 July 2011, and further reducttons to 24% (effecttve from I Apnl 2012) and 23% (effective from I Apnl 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively Thts wtll reduce the company's future current tax charge accordmgly however It has not yet been possible to quantify the full anticipated effect of the announced further I% rate reduction 10 Notes (contmued) 7 Fixed asset investments Cost and net book value At begmnmg of year Addttlons At end of year Vantage Atrport Group (UK) Ltmtted (formerly YVR Atrport Services (UK) Ltmlled) Dtrectors' report and financtal statements For the year ended 31 December 2011 RegiStered number 07268418 Loans to undertakmgs m which the Company has a partiCipating mterest
57,788,092 9,284,226 67,072,318 The Company holds loan notes m Peel Airports Lumted wluch are repayable on 31 March 2020, and attract an armual mterest rate of I 0%, all of whtch ts rolled up m to the captta! value outstandmg The addtttons total of 9,284,226 conststs of addttlonal loan captta! (3,152,500) and accrued mterest (6,131,726) The amount outstandmg at 31 December 2011 ts 67,072,317 (20/0 57,788,092) The compames m whtch the Company's mterest at the year end ts more than 20% are as follows Substdiary undertakmgs D1rect shareholdmgs Peel Atrports Ltmtted Indirect sharehold1ngs Ltverpool Atrport Ltmtted Doncaster Sheffield Atrport Ltmtted Durham Tees Valley Atrport L1m1ted* L1verpool Auport Hotel L1m1ted L1verpool A1rport Hotel Carpark L1m1ted Parttcipatmg mterests Peel Airports Properties L1m1ted *Dtsposed I 0 February 2012 Country of mcorporatlon UK UK UK UK UK UK Prmc1pal activ1ty Atrport Management and operatiOn Auport operation Atrport operation Atrport operation Property mvestment Donnant UK Property mvestment Class and percentage of shares held 65% 65% 65% 48 75% 65% 65% 30% !I Notes (contmued) 8 Debtors Amounts owed from group undcrtakmgs Vantage Airport Group (UK) Limited (fonnerly YVR Airport Services (UK) Limited) Dtrectors' report and financtal statements For the year ended 31 December 2011 Registered number 07268418 2011
2,005,000 2010
The Company allotted 2,005,000 ordmary shares of I to YVR Atrport ServiCes (Luxembourg) S a r I on 20 December 2012 for whtch payment had not been made at 31 December 2011 The shares were patd m full on 10 February 2012 9 Creditors: amounts falling due within one period Amounts owed to group undertakmgs Accruals and deferred mcome I 0 Called up share capital Alloned, called up and fully paul 60,415,028 Ordmary shares of1 each 11 Reserves At begmmng of year Profit for the year At end of year 2011
64,553 39,250 103,803 2011
60,415,028 2010
100 32,373 32,473 2010
56,285,828 Profit and loss account
2,771,914 6,061,113 8,833,027 12 Notes (contmued) 12 Contingent liabilities Vantage Auport Group (UK) Ltmlted (formerly YVR Atrport Servtces (UK) Ltmtted) Directors' report and financml statements For the year ended 31 December 2011 RegiStered number 07268418 The Company had no contmgent IIabtiit1es as at 31 December 2011 (2010 m/) 13 Related party transactions The company IS controlled by Immediate and ultimate parent company Vantage Airport Group Limited (formerly YVR Arrport Services Limited), regtstered number 0778554, a company mcorporated m Canada, whose registered office IS at Su1te 1410-1200 West 73"' Avenue, Vancouver, BC Canada V6P 6G5 The Company conducted the followmg related party transactiOns dunng the year Name of party Peel Atrports Limited Peel Atrports Ltm1ted TransactiOn details Value of transactiOn m the year
Loan advance 3, I 52,500 Loan mterest 6, 131 , 726 Subs1d1ary loans receivable/(payable) at31 December 2011
58,135,025 8,937,293 The largest and smallest group m wh1ch the results of the company are consolidated IS head by Vantage Airport Group Limited (formerly YVR Atrports Services Limited) The consolidated financial statements of th1s group are available to the public and may be obtamed from the address above 13