Harlequin Finance plc - Limited company accounts 18.2

REGISTERED NUMBER: 09883242 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2019

FOR

HARLEQUIN FINANCE PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

D J Morgan

S J Pope

REGISTERED OFFICE:

Twickenham Stoop Stadium

Langhorn Drive

Twickenham

Middlesex

TW2 7SX

REGISTERED NUMBER:

09883242 (England and Wales)

INDEPENDENT AUDITORS:

Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

The directors present their strategic report for the year ended 30 June 2019.

The principal activity of the company was that of raising finance for the operation of the group of companies headed by

Harlequin FC Holdings Ltd.

REVIEW OF BUSINESS

Harlequin Finance plc has recognised interest payable of £200,114 (2018: £209,218), being interest payable to the

holders of the £3.8m bonds sold in previous years at 5.5% per annum.

As the majority of the proceeds of the bonds have been loaned to related companies, Harlequin Finance plc has

recognised interest receivable of £200,496 (2018: £209,267) on those loans at 5.5% per annum.

At the balance sheet date the company had total net liabilities of £197,005 (2018: £193,297).

PRINCIPAL RISKS AND UNCERTAINTIES

The key area of risk facing Harlequin Finance plc is the recoverability of capital and interest due to it by its parent

Harlequin FC Holdings Limited.

ON BEHALF OF THE BOARD:

S J Pope - Director

19 December 2019

The directors present their report with the financial statements of the company for the year ended 30 June 2019.

DIVIDENDS

Dividends of £Nil (2018: £Nil) were paid during the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2018 to the date of this report.

D J Morgan

S J Pope

Other changes in directors holding office are as follows:

D A Ellis ceased to be a director after 30 June 2019 but prior to the date of this report.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). 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 accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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 also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to

have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that

the company's auditors are aware of that information.

AUDITORS

The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

ON BEHALF OF THE BOARD:

S J Pope - Director

19 December 2019

Opinion

We have audited the financial statements of Harlequin Finance plc (the 'company') for the year ended 30 June 2019

which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity,

Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of

significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable

law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting

Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2019 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial

statements section of our report. We are independent of the company in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled

our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors

thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine 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 a Report of the Auditors 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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional

scepticism throughout the audit. We also:

-

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

-	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.

-	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

audit.

Use of our report

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 a Report of the Auditors 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.

William Neville (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

20 December 2019

TURNOVER

-

-

Administrative expenses

4,090

4,101

OPERATING LOSS

4

(4,090

)

(4,101

)

Interest receivable and similar income

200,496

209,267

196,406

205,166

Interest payable and similar expenses

5

200,114

209,276

LOSS BEFORE TAXATION

(3,708

)

(4,110

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(3,708

)

(4,110

)

LOSS FOR THE YEAR

(3,708

)

(4,110

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,708

)

(4,110

)

CURRENT ASSETS

Debtors

7

3,845,883

3,804,850

Cash at bank

12,281

12,371

3,858,164

3,817,221

CREDITORS

Amounts falling due within one year

8

250,169

205,518

NET CURRENT ASSETS

3,607,995

3,611,703

TOTAL ASSETS LESS CURRENT LIABILITIES

3,607,995

3,611,703

CREDITORS

Amounts falling due after more than one year

9

3,805,000

3,805,000

NET LIABILITIES

(197,005

)

(193,297

)

CAPITAL AND RESERVES

Called up share capital

12

50,000

50,000

Retained earnings

13

(247,005

)

(243,297

)

SHAREHOLDER FUNDS

(197,005

)

(193,297

)

The financial statements were approved by the Board of Directors on 19 December 2019 and were signed on its behalf by:

S J Pope - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2017

50,000

(239,187

)

(189,187

)

Changes in equity

Total comprehensive income

-

(4,110

)

(4,110

)

Balance at 30 June 2018

50,000

(243,297

)

(193,297

)

Changes in equity

Total comprehensive income

-

(3,708

)

(3,708

)

Balance at 30 June 2019

50,000

(247,005

)

(197,005

)

Cash flows from operating activities

Cash generated from operations

1

(472

)

(20,388

)

Interest paid

(200,114

)

(209,276

)

Net cash from operating activities

(200,586

)

(229,664

)

Cash flows from investing activities

Interest received

200,496

209,267

Net cash from investing activities

200,496

209,267

Decrease in cash and cash equivalents

(90

)

(20,397

)

Cash and cash equivalents at beginning of year

2

12,371

32,768

Cash and cash equivalents at end of year

2

12,281

12,371

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2019

2018

£

£

Loss before taxation

(3,708

)

(4,110

)

Finance costs

200,114

209,276

Finance income

(200,496

)

(209,267

)

(4,090

)

(4,101

)

(Increase)/decrease in trade and other debtors

(41,033

)

37,498

Increase/(decrease) in trade and other creditors

44,651

(53,785

)

Cash generated from operations

(472

)

(20,388

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of

these Balance Sheet amounts:

Year ended 30 June 2019

30/6/19

1/7/18

£

£

Cash and cash equivalents

12,281

12,371

Year ended 30 June 2018

30/6/18

1/7/17

£

£

Cash and cash equivalents

12,371

32,768

1.	STATUTORY INFORMATION

Harlequin Finance plc is a public company, limited by shares, registered in England and 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 have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest pound.

Harlequin Finance plc is a wholly owned subsidiary of Harlequin FC Holdings Limited and the results of Harlequin

Finance plc are included in the consolidated financial statements of Harlequin FC Holdings Limited which are

available from Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX.

Significant judgements and estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates

and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

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 where the revision affects only that period, or in the

period of the revision and future periods where the revision affects both current and future periods.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Going concern

At the year end the company had net liabilities of £197,005 (2018: £193,297).

The company receives funding support as necessary from its parent company Harlequin FC Holdings Limited.

Harlequin FC Holdings Limited has confirmed that this support will continue for at least 12 months from the date

of approval of these financial statements.

Cash and cash equivalents

Cash and cash equivalents 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.

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 statement of financial position when the company becomes

a party to the contractual provisions of the instrument.

Financial instruments 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 trade and other receivables 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 rate method unless the arrangement constitutes a financing transaction, where the transaction is

measured at the present value of future receipts discounted at a market rate of interest.

Impairment of financial instruments

Financial assets, other than those held at fair value through the 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

estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in

the 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 the profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flow 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.

Basic financial liabilities, including trade and other payables, 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

payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or

cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of

the company.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs or directors' remuneration for the year ended 30 June 2019 nor for the period ended 30

June 2018.

4.	OPERATING LOSS

The operating loss is stated after charging:

2019

2018

£

£

Auditors' remuneration

4,048

4,048

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2019

2018

£

£

Interest on overdue taxation

-

58

Other interest paid

200,114

209,218

200,114

209,276

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2019 nor for the year ended 30 June 2018.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

2019

2018

£

£

Loss before tax

(3,708

)

(4,110

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

(705

)

(781

)

Effects of:

Losses carried forward

705

781

Total tax charge

-

-

7.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£

£

Amounts owed by group undertakings

3,845,883

3,804,850

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Amounts owed to group undertakings

209,275

159,463

Other creditors

20,322

20,322

Accruals and deferred income

20,572

25,733

250,169

205,518

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

£

£

Other loans (see note 10)

3,805,000

3,805,000

Included in other loans is £3,805,000 repayable to bond holders relating to a bond issued in the 2016 year. The

bonds yield a fixed return of 5.5% (gross) per annum, payable semi-annually, for an initial fixed term of five

years.

10.

LOANS

An analysis of the maturity of loans is given below:

2019

2018

£

£

Amounts falling due between one and two years:

Other loans - 1-2 years

3,805,000

-

Amounts falling due between two and five years:

Other loans - 2-5 years

-

3,805,000

11.	FINANCIAL INSTRUMENTS

The company's financial instruments may be analysed as follows:

2019

2018

£

£

Financial assets that are debt instruments measured at amortised cost:

Amounts owed by related undertakings

3,845,883

3,804,850

Financial liabilities measured at amortised cost:

Other loans

3,805,000

3,805,000

Amounts owed to related undertakings

209,275

159,463

Other creditors

40,894

46,055

12.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2019

2018

value:

£

£

50,000

Ordinary share capital

£1

50,000

50,000

13.

RESERVES

Retained

earnings

£

At 1 July 2018

(243,297

)

Deficit for the year

(3,708

)

At 30 June 2019

(247,005

)

14.	RELATED PARTY DISCLOSURES

Remuneration of key management personnel

Key management of the entity received remuneration of £Nil during the year (2018: £Nil).

The company has taken advantage of the exemption available in section 33 of FRS 102 whereby it has not

disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group

on the grounds that Harlequin FC Holdings Limited publishes consolidated financial statements.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is the board of directors of Somers Isles Private Trust Company Ltd.

The ultimate parent company of Harlequin Finance plc is Prime Life Common Fund Limited, a company domiciled

in Bermuda.

The results of Harlequin Finance plc are consolidated into their immediate parent, Harlequin FC Holdings Limited,

a company registered and domiciled in England and Wales. Group accounts are available from Harlequin FC

Holdings Limited, Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, TW2 7SX.