LiveNote Technologies Limited - Period Ending 2014-12-31

Registration number: 02540915

LiveNote Technologies Limited

Annual Report and Financial Statements
 
for the Year Ended 31 December 2014

LiveNote Technologies Limited

Strategic Report for the Year Ended 31 December 2014

The directors present their strategic report for the year ended 31 December 2014.

Definitions

As used in this annual report, “the Group” and “Thomson Reuters” refer to the Thomson Reuters Corporation and its subsidiary undertakings, including joint ventures and associates. “The Company” refers to LiveNote Technologies Limited.

Fair review of the business

The principal activity of the Company is the provision of litigation software and to act as a holding company.

The profit for the financial year amounted to US$143,785,000 (2013: profit of US$157,059,000).

During the year, the Company paid dividends totalling US$143,667,000 (2013: US$152,256,000) and issued one ordinary share to its sole shareholder for consideration of US$45,000,000. The proceeds of the share issue were used to subscribe for one additional ordinary share in the Companys' subsidiary, Thomson Reuters America Corporation.

Principal risks and uncertainties

The directors consider the results for the year and the position at the end of it to be satisfactory and they expect the present level of activity to be sustained for the foreseeable future.

From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of Thomson Reuters Corporation, which include those of the Company, are discussed in Thomson Reuters Corporation’s annual report which does not form part of this report.

Given the nature of the business, the Company's directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Financial risk management

The management of financial risks is co-ordinated with those undertaken at Group level by Thomson Reuters Corporation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. More details of the Group's risk management programme can be found in the Thomson Reuters Corporation 2014 Annual Report.

This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

Approved by the Board on 18 June 2015 and signed on its behalf by:

.........................................
S.L. Jenner
Director

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LiveNote Technologies Limited

Directors' Report for the Year Ended 31 December 2014

The directors present their report and the audited financial statements for the year ended 31 December 2014.

Directors of the company

The directors who held office during the year and up to the date of signing of the financial statements were as follows:

S.N. Corbin

S.L. Jenner

P. Thorn

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, 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, the directors have prepared 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 apply them consistently;
	• make judgements and accounting estimates that are reasonable and prudent;
	• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
	• 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.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the Board on 18 June 2015 and signed on its behalf by:

.........................................
S.L. Jenner
Director

Registered office: 2nd Floor, 1 Mark Square, Leonard Street, London, EC2A 4EG.

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LiveNote Technologies Limited

Independent Auditors' Report to the Members of LiveNote Technologies Limited

Report on the financial statements

Our opinion

In our opinion, LiveNote Technologies Limited financial statements:
•
give a true and fair view of the state of the Company's affairs as at

31 December 2014

and of its

profit


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.

What we have audited

LiveNote Technologies Limited financial statements comprise:

•	the Balance Sheet as at 31 December 2014;
•	the Profit and Loss account for the year then ended; and
•	the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•	we have not received all the information and explanations we require for our audit; or
•	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.

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

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LiveNote Technologies Limited

Independent Auditors' Report to the Members of LiveNote Technologies Limited

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors’ Report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the directors

As explained more fully in the Statement of the directors’ responsibilities 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.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

•	whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed;
•	the reasonableness of significant accounting estimates made by the directors; and
•	the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
 

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LiveNote Technologies Limited

Independent Auditors' Report to the Members of LiveNote Technologies Limited

......................................
Simon Friend (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London

Date: 18 June 2015

Page 6

LiveNote Technologies Limited

Profit and Loss Account for the Year Ended 31 December 2014

	Note	2014 US$ 000	2013 US$ 000
Turnover	2	106	(3,433)
Administrative expenses	3	5	4
Profit on ordinary activities before interest and tax		111	(3,429)
Interest receivable and similar income	7	143,674	160,488
Profit on ordinary activities before taxation		143,785	157,059
Tax on profit on ordinary activities	8	-	-
Profit for the financial year	15	143,785	157,059

All results from both years arise from continuing operations.

The Company has no recognised gains or losses for the year other than the results above, so no separate statement of total recognised gains and losses is presented.

There is no difference between the profit on ordinary activities before tax and the profit for the financial year stated above and their historical cost equivalents.

The notes on pages 8 to 14 form an integral part of these financial statements.
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LiveNote Technologies Limited

(Registration number: 02540915)
Balance Sheet as at 31 December 2014

	Note	2014 US$ 000	2013 US$ 000
Fixed assets
Investments	10	3,269,609	3,224,609
Current assets
Debtors: amounts falling due after more than one year	11	1,981,625	1,981,625
Debtors: amount falling due within one year	12	2,683	2,838
Cash at bank and in hand		143	-
		1,984,451	1,984,463
Creditors: amounts falling due within one year	13	-	(130)
Net current assets		1,984,451	1,984,333
Total assets less current liabilities		5,254,060	5,208,942
Capital and reserves
Called up share capital	14	1,558	1,532
Share premium account	15	3,258,535	3,213,561
Other reserves	15	9,732	9,732
Profit and loss account	15	1,984,235	1,984,117
Total shareholders' funds	16	5,254,060	5,208,942

The financial statements on pages 6 to 14 were approved by the Board of Directors on 18 June 2015 and signed on its behalf by:

.........................................
S.L. Jenner
Director

The notes on pages 8 to 14 form an integral part of these financial statements.
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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

1

Accounting policies

Basis of preparation

These financial statements are prepared on the going concern basis, under the historical cost convention, and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principal accounting policies, which have been applied consistently throughout the year, are set out below.

Exemption from preparing group financial statements

The financial statements contain information about LiveNote Technologies Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption under Section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Thomson Reuters Corporation, a company incorporated under the laws of the Province of Ontario, Canada. Copies of the Thomson Reuters annual report can be obtained from the address provided in note 17.

Cash flow statement and related party disclosures

The Company is a wholly owned subsidiary company of a group headed by Thomson Reuters Corporation, and is included in the consolidated financial statements of that company, which are publicly available. Consequently, the Company has taken advantage of the exemption within FRS 1(5)(a) ‘Cash flow statements (revised 1996)’ from preparing a cash flow statement

The Company is also exempt under the terms of FRS 8(3)(c) ‘Related party disclosures’ from disclosing related party transactions with entities that are part of the Thomson Reuters Group.

A summary of the significant accounting policies, which have been consistently applied throughout the year, is set out below.

Use of estimates

Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. These estimates and assumptions are based on historical information and other factors which management consider reasonable. The accounts principally affected by these are accruals, impairments and revenue recognition.

Turnover

Turnover represents commissions from sales of information services under license from fellow group undertaking and third party subscriptions. Turnover is recognised as and when the goods or services have been delivered. Refunds are recognised in the period in which they are agreed with the customer.

Interest

Interest receivable is recorded in the profit and loss account as it accrues.

Origination fees

Origination fees on loans receivable are deferred and recognised in the profit and loss account over the life of the loan. The amount deferred on the balance sheet is netted against the loan receivable.

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

Foreign currency
Transactions in foreign currencies are recorded in US Dollars at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the closing rates at the balance sheet date. All exchange differences are included in the profit and loss account.

Fixed asset investments

The Company holds investments in other companies. These are recognised as fixed asset investments and are stated at cost less any impairment.

Asset impairment
An impairment loss is recognised to the extent that the carrying amount cannot be recovered either by selling the assets or through the discounted future earnings from the assets.

Current taxation

Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised directly in equity. In this case the tax is directly recognised in equity.

The current tax expense is based on the results for the year as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

2

Turnover

2014	UK US$ 000	Total US$ 000
External turnover	106	106

2013	UK US$ 000	United States US$ 000	Total US$ 000
External turnover	457	-	457
Intra-group turnover	-	(3,890)	(3,890)
Total turnover	457	(3,890)	(3,433)

Amounts debited to turnover represent refunds to a group undertaking following the over-charging of intellectual property usage fees in 2012.

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

3

Profit on ordinary activities before taxation

Profit on ordinary activities before taxation is stated after charging/(crediting)
 

	2014 US$ 000	2013 US$ 000
Loss on sale of intangible fixed assets	-	10
Auditors' remuneration	(24)	23
Foreign currency losses/(gains)	30	(32)

Amounts credited to auditors' remuneration relate to over-accruals in 2013. These fees were paid by a fellow Group company and were not recharged to the Company.

4

Employees

The Company did not have any employees at any time during the year (2013: nil).

5

Directors' emoluments

None of the directors had any beneficial interest in the share capital of the Company or an interest in any transactions or arrangements with the Company which require disclosure. None of the directors received any payment for their services as directors of the Company (2013: US$nil).

6

Auditors' remuneration

The auditors' remuneration is $22,834 and is paid by a fellow group undertaking and is not recharged to the Company.

7

Interest receivable and similar income

	2014 US$ 000	2013 US$ 000
Group interest income	143,674	145,421
Amortisation of origination fee	-	15,067
	143,674	160,488

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

8

Tax on profit on ordinary activities

	2014 US$ 000	2013 US$ 000
Total current tax	-	-

The table below reconciles tax calculated at the UK standard rate on the profit on ordinary activities before tax to the actual tax charge recognised in the profit and loss account. The differences were attributed to the following factors:

	2014 US$ 000	2013 US$ 000
Profit on ordinary activities before taxation	143,785	157,059
Corporation tax at standard rate of 21.50% (2013: 23.25%)	30,914	36,511
Group relief not paid for	(30,914)	(36,511)
Total current tax	-	-

The Finance Act 2013 included legislation reducing the main rate of corporation tax from 21% to 20% from 1 April 2015. This change became substantively enacted on 2 July 2013.

9

Dividends

	2014 US$ 000	2013 US$ 000
Equity US$2,902,380 (2013: US$3,131,110) per £15,955.10 (2013: £15,955.10) ordinary share	143,667	152,256

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

10

Investments

	Subsidiary undertakings US$ 000
Cost
At 1 January 2014	3,224,609
Additions	45,000
At 31 December 2014	3,269,609
Net book value
At 31 December 2014	3,269,609
At 31 December 2013	3,224,609

The directors are of the opinion that the carrying value of the investments is supported by their underlying net assets.

Details of undertakings

Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
 

Company

Country of incorporation

Class of share

Percentage of class held

Principal activity

Subsidiary undertakings
Thomson Reuters America Corporation	United States of America	Common shares	100%	Software provider and holding company

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

11

Debtors: amounts falling due after more than one year

	2014 US$ 000	2013 US$ 000
Amounts owed by group undertakings	1,981,625	1,981,625

Amounts owed by the group undertaking are due for repayment in June 2018 and bear interest rate of 7.25% which is receivable on a semi-annual basis.

12

Debtors: amounts falling due within one year

	2014 US$ 000	2013 US$ 000
Trade debtors	149	239
Amounts owed by group undertakings	2,522	2,527
Prepayments and accrued income	12	72
Total debtors: amounts falling due within one year	2,683	2,838

13

Creditors: amounts falling due within one year

	2014 US$ 000	2013 US$ 000
Bank loans and overdrafts	-	95
Taxation and social security	-	5
Accruals and deferred income	-	30
	-	130

14

Called up share capital

	2014				2013
	No.		US$ 000		No.		US$ 000
Ordinary shares of £15,955.10	50		1,558		49		1,532

During the year, the Company issued one ordinary share of £15,995.10 for consideration of US$45,000,000.

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LiveNote Technologies Limited

Notes to the Financial Statements for the Year Ended 31 December 2014

15

Reserves

	Share premium account US$ 000	Other reserves US$ 000	Profit and loss account US$ 000	Total US$ 000
At 1 January 2014	3,213,561	9,732	1,984,117	5,207,410
Profit for the financial year	-	-	143,785	143,785
Dividends paid	-	-	(143,667)	(143,667)
Premium on issue of shares	44,974	-	-	44,974
At 31 December 2014	3,258,535	9,732	1,984,235	5,252,502

16

Reconciliation of movements in shareholders' funds

	2014 US$ 000	2013 US$ 000
Profit for the financial year	143,785	157,059
Dividends paid	(143,667)	(152,256)
New share capital subscribed	45,000	50
Net movement to shareholders' funds	45,118	4,853
Shareholders' funds at 1 January	5,208,942	5,204,089
Shareholders' funds at 31 December	5,254,060	5,208,942

17

Company status and ultimate parent undertaking

The Company’s immediate parent company is LN Holdings Limited. Within the meaning of the Companies Act 2006 (“CA2006”), Thomson Investments Limited (“TIL”) is regarded by the Directors of the Company as being the Company’s ultimate parent company and controlling party. Within the meaning of CA2006, Thomson Reuters Corporation (“Thomson Reuters”) is the parent undertaking of the only group of undertakings for which group financial statements were drawn up and of which the Company was a member for the year ended 31 December 2014. TIL and Thomson Reuters are incorporated under the laws of the Province of Ontario, Canada.

Copies of Thomson Reuters' annual reports are available from: The Thomson Reuters Building, South Colonnade, Canary Wharf, London E14 5EP, and are publicly available at www.thomsonreuters.com.

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