Ernest Gunner Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gresham House, 5-7 St Pauls Street, Leeds, LS1 2JG.
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 £.
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.
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 payments 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. Amounts 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.
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.
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.
The average monthly number of persons (including directors) employed by the company during the year was:
The investments relate to the ordinary and preference shares held in the associated undertaking, Holetch Holdings Limited, which is an investment company registered in England and Wales. Details of the investments held are as follows:
Rights attaching to each class of shares
1. Preference Shares
a. Dividends:
i. the Available Profits in respect of each Accounting Period will be applied firstly in paying to the Preference Shares the Preferential Dividend as appropriate. The Available Profits are defined as "profits of the Company which are available for lawful distribution" and the Preferential Dividend is defined as meaning "the cumulative dividend payable on the Preference Shares of £157,860 per annum increasing annually from 6 April in each year starting on 6 April 2010 by the percentage increase in the Retail Price Index for the preceding 12 month period"
ii. dividends will accrue on a daily basis
iii. the Preferential Dividend will be cumulative
iv. the Preferential Dividend will be paid annually in each Accounting Period at any time in the period falling between 1 July and 30 September as determined by the directors providing that there are sufficient Available Profits to lawfully do so, or pay such a lesser amount as is equal to the Available Profits
v. where by reason of the Company having insufficient Available Profits it is in arrears with the payment of Preferential Dividends the Available Profits arising thereafter shall be applied first in paying off accruals and/or unpaid Preferential Dividend in full if there is sufficient Available Profits to do so and where there is insufficient Available Profits to pay the accruals and/or unpaid Preferential Dividends in full, such amounts will be paid as are available pro rata according to the income rights of the Preferential Dividend per class of Preference Share.
vi. A Preference Shareholder may waive entitlement to the whole or any part of the Preference Dividend which they would be so entitled for an Accounting Period by deed in writing presented to the directors not more than 12 months before the beneficial right to such a dividend has accrued and for the avoidance of doubt:-
The Preference Shareholder may waive entitlement to any Preference Dividend beneficially accruing to him from the commencement of any Accounting Period by suitable waiver executed before the commencement of that Accounting Period
After the commencement of an Accounting Period any Preference Dividend that may have beneficially accrued to the Preference Shareholder from the first day of that period and not already the subject of a prior waiver in accordance with the point above may not be waived and he shall only be able to waive the whole or any part of the dividend that will accrue thereafter for that Accounting Period.
A waiver may specify the number of shares for which entitlement to any dividend is waived or specify a reduced amount of dividend payable on any number of shares or a combination of both.
A Preference Shareholder shall not be entitled to waive their entitlement to any unpaid dividends.
vii. All rights to preferential dividend and/or any other rights attaching to the Preference Shares shall cease absolutely 45 years from 1 October 2008.
b. On a winding up, the Preference Shares will be entitled to:-
i. any arrears or deficiency of Preferential Dividend;
ii. to the holders of the Preference Shares the Decreasing Capital Value if any, with the Decreasing Capital Value defined as "the amount payable to the holders of the Preference Shares on a Realisation, buy back of Preference Shares and/or a Return of Capital calculated in accordance with the formula set out in article 6"
c. The Preference Shares do not carry any voting rights.
2. Ordinary Shares
a. Dividends:
i. the Available Profits in respect of each Accounting Period will be applied secondly in paying the Ordinary Share dividends on each of the Ordinary Shares as the Shareholders subject to consultation with the directors deem appropriate. The Company is not obliged to declare and/or pay a dividend in respect of any Accounting Period.
ii. dividends will accrue on a daily basis.
iii. the dividends payable on the Ordinary Shares will be paid on such dates as the Shareholders shall by ordinary resolution unanimously decide provided there are Available Profits in respect of the Accounting Period in which payment is made.
iv. subject to the provisions of the Act, the Company shall declare dividends on the Ordinary Shares in accordance with the respective rights of the members, but no dividend on the Ordinary Shares shall exceed the amount recommended by the directors.
b. On a winding up, the Ordinary Shares, after the Preference Shares entitlement, will receive:-
i. amounts credited as paid up on all issued Ordinary Shares as if one class;
ii. any remaining balance of such surplus assets and retained profits according to the amount paid up or credited as paid up on each Ordinary Share.
c. The Ordinary Shares carry one vote per share.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
During the year the company entered into the following transactions with related parties:
Control
The Trustees of the E.R. Gunner No.2 Settlement control the company.