TIDM36VY
RNS Number : 4908R
Diageo Capital plc
08 March 2021
Diageo Capital plc
LEI: 213800L23DJLALFC4O95
Half-year results for the six months ended 31 December 2020
The directors present their interim financial report for the six
months ended 31 December 2020.
Activities
Diageo Capital plc (the "company") is engaged in the provision
of treasury, risk and cash management services for Diageo plc and
its subsidiary undertakings (the "group"). Diageo Capital plc's
principal activity is to raise external funds, principally using
the London and New York financial markets. The company finances
other companies of the group via intragroup loans and deposits.
Foreign exchange translation and transactional hedging, interest
rate risk management and cash management are also performed by the
company.
The company does not anticipate any changes in its activities in
the remaining six months of the financial year.
Business review
Development and performance of the business of the company
during the period and position of the company as at 31 December
2020
The results of the company and the development of its business
are influenced to a considerable extent by group financing
requirements. Further information on the risk management policies
of the group is included in the Annual Report 2020 of Diageo plc
(see note 15 of the consolidated financial statements of Diageo
plc).
Net finance charge was GBP5 million in the six months ended 31
December 2020, which is a GBP2 million increase from net finance
charge of GBP7 million in the six months ended 31 December
2019.
External borrowings decreased by GBP1,186 million in the six
months ended 31 December 2020 to GBP5,606 million from GBP6,792
million in the year ended 30 June 2020, which was mainly due to the
company repaid bonds with a nominal value of US$ 696 million.
Financial and other key performance indicators
As the company forms part of the group's treasury operations,
the company's performance is measured at the group level.
There was no profit or loss transferred to reserves in the six
month ended 31 December 2020, (six months ended 31 December 2019 -
profit of GBP2 million) and the other comprehensive loss is GBP105
million (six months ended 31 December 2019 - loss of GBP8
million).
The directors do not propose the payment of an interim dividend
to be distributed to shareholders in regard to the six months ended
31 December 2020 (six months ended 31 December 2019 - GBPnil).
Going concern
The company's business activities, together with the factors
likely to affect its future development and position, are set out
in the business review section of the strategic report on pages
2-4. The company is expected to continue to generate profit for its
own account and to remain in positive net asset position for the
foreseeable future.
The company participates in the group's centralised treasury
arrangements and the parent and fellow group undertakings are
expected to provide financial support for the foreseeable future.
The directors have no reason to believe that a material uncertainty
exists that may cast significant doubt about the ability of the
company to continue as a going concern. On the basis of their
assessment, the company's directors have a reasonable expectation
that the company will be able to continue in operational existence
for the foreseeable future as a fellow group undertaking has agreed
to provide financial support for the foreseeable future. Thus they
continue to adopt the going concern basis of accounting in
preparing the interim financial statements.
Principal risks and uncertainties facing the company as at 31
December 2020
The company believes the following to be the principal risks and
uncertainties it faces. If any of these risks occur, the company's
business, financial condition and operational results could suffer.
As the company forms part of the group's financial operations, the
financial risk management measures used by management to analyse
the development, performance and position of the company's business
are mainly similar to those facing the group as a whole and are
managed by the group's treasury department.
In addition, given that the company performs treasury functions
for the group, it is exposed to foreign currency risk associated
with certain foreign currency denominated bonds and interest rate
risk arising principally on changes in US dollar and sterling
interest rates. The company uses derivative financial instruments
to hedge its exposures to fluctuations in interest and exchange
rates. Cash flow hedges are carried out to hedge the currency risk
of highly probable future foreign currency cash flows, as well as
the cash flow risk from changes in interest rates. Fair value
hedges are carried out to manage the currency and/or interest rate
risks to which the fair value of certain assets and liabilities are
exposed.
At the beginning of calendar year 2020 a new coronavirus,
referred to as 'Covid-19', emerged and has been classified as a
pandemic due to its spread across the world. Given the global
nature of the Covid-19 pandemic, and the uncertainty as to the
severity and duration of the impact across multiple markets, it is
difficult to accurately assess the impact the virus will have on
the future financial performance of the group and the company. The
directors have assessed that the key impacts on the company would
be in respect of Covid-19 on remote working and ability to access
IT systems, along with a potentially heightened cyber risk. The
global economic outlook remains uncertain currently, as the
pandemic has created volatility in the short term as a result of
the social restrictions implemented across the world. The impact of
the virus on economic conditions over the medium-term (one to three
years) is highly uncertain, in sharp contrast to the stable and
growing GDP performance across most markets experienced in recent
years. As a result, significant volatility is likely to continue or
increase as markets face challenging economic conditions and higher
levels of unemployment leading to reduced consumer spending.
To mitigate these challenges the group regularly gathers data
and obtains insights which enable management to assess conditions
in the markets where the group operates and to amend forecasts and
investment decisions appropriately.
The directors believe that the risk mitigation actions taken in
relation to the pandemic have been agile and effective and that the
group will maintain adequate liquidity and be strongly positioned
for a recovery in consumer demand. Further information on the
group's risk management measures in relation to Covid-19 are
disclosed on pages 38 to 39 of Diageo plc's 2020 Annual Report
("Annual Report").
The European Union and the United Kingdom have now signed the
EU-UK Trade and Cooperation Agreement which provisionally came into
force on 1 January 2021. We remain of the view that the direct
financial impact to the group or the company will not be material.
A cross-functional working group is in place that meets on a
regular basis to identify and assess the consequences of Brexit,
with all major functions within our business represented, including
the function of raising external funding. The group will monitor
the implications of the Agreement very closely, as well as the
broader environment risks, including a continuing focus on
identifying critical decision points to ensure potential disruption
is minimised, and take prudent actions to mitigate these risks
wherever practical. Further information on the group's risk
management measures in relation to Brexit are disclosed on page 39
of Annual Report.
Statement on Section 172 of the Companies Act 2006
Section 172 of the Companies Act 2006 requires the directors to
promote the success of the company for the benefit of the members
as a whole, having regard to the interests of stakeholders in their
decision-making. In making decisions, the directors consider what
is most likely to promote the success of the company for its
shareholders in the long term, as well as the interests of the
group's stakeholders. The directors understand the importance of
taking into account the views of stakeholders and the impact of the
company's activities on local communities, the environment,
including climate change, and the group's reputation.
The company is a member of the group of companies whose ultimate
holding company is Diageo plc ("Diageo"). In accordance with the
requirements of UK company law, Diageo has included, in its 2020
Annual Report and Accounts on page 5, a statement as to how the
directors of Diageo have had regard to the matters set out in
Section 172 of the Companies Act 2006.
In order to ensure consistency in how the group operates with
regard to its wider stakeholders, the group has adopted an internal
Code of Business Conduct alongside a comprehensive framework of
global policies and standards that are designed to ensure, amongst
other things, that all companies throughout the group, including
the company, have regard to its wider stakeholders in a consistent
manner.
The company has therefore had regard to the matters set out in
Section 172 of the Act in a manner that is consistent with the
approach adopted by Diageo, while at the same time ensuring the
directors of the company are fulfilling their duties.
Independent review
This interim report has not been audited or reviewed by
auditors.
Statement of directors' responsibilities
The directors confirm that this condensed set of interim
financial information has been prepared in accordance with
Financial Reporting Standard 104: Interim Financial Reporting,
issued by the Financial Reporting Council, and that the interim
management report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R namely:
-- an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year, and
-- material related party transactions in the first six months
of the financial year and any material changes in the related party
transactions described in the last annual report.
The directors of the Company are listed in the Company's annual
report and financial statements for the year ended 30 June
2020.
M Pais
Director
8 March 2021
INCOME STATEMENT (UNAUDITED)
FOR THE SIX MONTHSED 31 DECEMBER 2020
Six months Six months
ended ended
31 December 31 December
2020 2019
(restated)
Notes GBP million GBP million
Other operating income 5 9
Finance income 1 145 146
Finance charges 1 (150) (153)
----------- -------------
Operating profit - 2
----------- -------------
Profit before taxation on ordinary
activities - 2
Taxation on profit on ordinary
activities - -
Profit for the period - 2
Prior year profit was restated to include pro-rated intercompany
management and interest income.
STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE SIX MONTHSED 31 DECEMBER 2020
Six months Six months
ended ended
31 December 31 December
2020 2019
(restated)
Notes GBP million GBP million
Other comprehensive income/(expense)
Items that may be recycled subsequently
to the income statement
Effective portion of changes in
fair value of cash flow hedges
-losses taken to other comprehensive
income (280) (60)
-recycled to income statement 150 50
-tax income on effective portion
of changes in fair value of cash
flow hedge 2 25 2
----------- -----------
Other comprehensive expense (105) (8)
------------ -----------
Profit for the period - 2
Total comprehensive expense for
period (105) (6)
============ ==============
BALANCE SHEET (UNAUDITED)
AT 31 DECEMBER 2020
31 December
2020 30 June 2020
Notes GBP million GBP million
Non-current assets
Trade and other receivables 7,274 8,393
Other financial assets 4 347 644
----------- ------------
7,621 9,037
Current assets
Trade and other receivables 72 14
72 14
----------- ------------
Total assets 7,693 9,051
----------- ------------
Current liabilities
Trade and other payables (1,877) (1,955)
Borrowings and bank overdrafts 3 (7) (566)
----------- ------------
(1,884) (2,521)
Non-current liabilities
Borrowings and bank overdrafts 3 (5,599) (6,226)
Other financial liabilities 4 (79) (43)
Deferred tax liability (11) (36)
----------- ------------
(5,689) (6,305)
----------- ------------
Total liabilities (7,573) (8,826)
----------- ------------
Net assets 120 225
----------- ------------
Equity
Share premium 250 250
Fair value and hedging reserves 50 155
Other reserves 70 70
Retained deficit (250) (250)
----------- ------------
Total equity 120 225
----------- ------------
STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHSED 31 DECEMBER 2020
ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY
Subtotal
Share Hedging Other Other Retained
premium reserve reserves reserves deficit Total
GBP million GBP million GBP million GBP million GBP million GBP million
Balance at 30
June
2019 250 38 70 108 (250) 108
Other
comprehensive
income for the
year - 117 - 117 - 117
Balance at 30
June
2020 250 155 70 225 (250) 225
Other
comprehensive
expense for the
year - (105) - (105) - (105)
Balance at 31
December
2020 250 50 70 120 (250) 120
=========== =========== =========== =========== =========== =============
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTHSED 31 DECEMBER 2020
The company is incorporated and domiciled as a public limited
company in the United Kingdom.
The interim financial statements of the company for the six
months ended 31 December 2020 were authorised for issue in
accordance with a resolution of the directors on 8 March 2021.
Basis of preparation
The annual report and financial statements of the company for
the year ended 30 June 2020 were prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework (FRS
101) and Companies Act 2006.
The interim condensed financial statements for the six months
ended 31 December 2020 have been prepared in accordance with
Financial Reporting Standard 104 Interim Financial Reporting (FRS
104), issued by the Financial Reporting Council. The interim
condensed financial statements do not include all of the
information and disclosures required in the annual financial
statements, and should be read in conjunction with the company's
annual financial statements at 30 June 2020.
The accounting policies adopted in the preparation of the
interim financial statements are consistent with those followed in
the preparation of the company's annual report and financial
statements for the year ended 30 June 2020.
These condensed interim financial statements have not been
subject to a full audit or audit review and do not constitute
statutory financial statements as defined in section 434 of the
Companies Act 2006. The annual report and financial statements for
the year ended 30 June 2020 were approved by the directors of the
company on 28 October 2020 and have been filed with the Registrar
of Companies. The report of the auditors on those financial
statements was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under section 498 of
the Companies Act 2006.
The company is a wholly owned subsidiary of Diageo plc and is
included in the consolidated financial statements of Diageo plc
which are publicly available.
These financial statements are separate financial
statements.
Functional and presentational currency
These financial statements are presented in sterling (GBP),
which is the company's functional currency.
All financial information presented in sterling has been rounded
to the nearest million.
Going concern
The financial statements have been prepared on a going concern
basis as a fellow group undertaking has agreed to provide financial
support for the foreseeable future.
1. FINANCE INCOME AND CHARGES
Six months ended Six months ended
31 December 2020 31 December 2019
(restated)
GBP million GBP million
Net interest
Interest income from fellow group
undertakings 90 133
Fair value gain on intra-group
derivative financial instruments 12 7
Fair value adjustment on borrowings 43 5
Amortisation of bonds - 1
Total interest income 145 146
---------------- ----------------
Interest charge to fellow group
undertakings (11) (45)
Interest charge on all other borrowings (79) (88)
Fair value loss on intra-group
derivative financial rate instruments (55) (12)
Fair value adjustment on borrowings - (1)
Discount and fee amortisation (5) (7)
Total interest charges (150) (153)
---------------- ----------------
Net finance charges (5) (7)
================ ================
Prior year interest income was restated to include pro-rated
interest income from fellow group undertakings.
2. TAXATION
The total tax income for the six months ended 31 December 2020
was GBP25 million (31 December 2019 - GBP2 million), in accordance
with decrease in deferred tax liability in relation to the
effective portion of changes in fair value of cash flow hedges. The
change in deferred tax liability is presented as part of the other
comprehensive income.
3. BORROWINGS AND BANK OVERDRAFTS
31 December
2020 30 June 2020
GBP million GBP million
Bank overdrafts 7 -
Commercial paper - -
Bank loans - -
Credit support obligations - -
US$ 696 million 4.828% bonds due 2020 - 566
Fair value adjustment to borrowings - -
----------- ------------
Borrowings due within one year and
bank overdrafts 7 566
----------- ------------
US$ 1,350 million 2.625% bonds due
2023 991 1,096
US$ 500 million 3.500% bonds due 2023 367 405
US$ 600 million 2.125% bonds due 2024 440 487
US$ 750 million 1.375% bonds due 2025 548 606
US$ 500 million 3.875% bonds due 2028 366 404
US$ 1,000 million 2.375% bonds due
2029 727 804
US$ 1,000 million 2.000% bonds due
2030 729 807
US$ 750 million 2.125% bonds due 2032 545 603
US$ 600 million 5.875% bonds due 2036 437 483
US$ 500 million 3.875% bonds due 2043 361 400
Fair value adjustment to borrowings 88 131
----------- ------------
Borrowings due after one year 5,599 6,226
----------- ------------
Total external borrowings 5,606 6,792
=========== ============
The interest rates of external borrowings shown in the table
above are those contracted on the underlying borrowings before
taking into account any interest rate hedges. Bonds are stated net
of unamortised finance costs of GBP40 million (30 June 2020 - GBP45
million). The company repaid bonds in the six months period ended
31 December 2020, with a nominal value of US$ 696 million.
Bonds are reported at amortised cost with a fair value
adjustment shown separately. All bonds, medium term notes and
commercial papers issued by the company are fully and
unconditionally guaranteed by Diageo plc.
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair value measurements of financial instruments are presented
through the use of a three-level fair value hierarchy that
prioritises the valuation techniques used in fair value
calculations.
The group maintains policies and procedures to value instruments
using the most relevant data available. If multiple inputs that
fall into different levels of the hierarchy are used in the
valuation of an instrument, the instrument is categorised on the
basis of the most subjective input.
Foreign currency forwards and swaps, cross currency swaps and
interest rate swaps are valued using discounted cash flow
techniques. These techniques incorporate inputs at levels 1 and 2,
such as foreign exchange rates and interest rates. These market
inputs are used in the discounted cash flow calculation
incorporating the instrument's term, notional amount and discount
rate, and taking credit risk into account. As significant inputs to
the valuation are observable in active markets, these instruments
are categorised as level 2 in the hierarchy.
The company's financial assets and liabilities measured at fair
value are categorised as follows:
31 December
2020 30 June 2020
GBP million GBP million
Derivative assets 347 644
Derivative liabilities (79) (43)
Valuation techniques based on observable
market input 268 601
=========== ============
(Level 2)
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END
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