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( BW)(RMAC-2001-NSP2)(AB70) Annual report & accounts
Business Editors
UK REGULATORY NEWS
LONDON--(BUSINESS WIRE)--July 9, 2003--
RMAC 2001-NSP2 PLC
Annual Report
For the year to 31 December 2002
Registered No: 4221187
Pages
Directors and Advisers 1
Directors' Report 2 - 3
Auditors' Report 4
Profit and Loss Account 5
Balance Sheet 6
Notes to the Accounts 7-13
Directors and Advisers
Directors
Colin Bradley
SFM Directors Limited
SFM Directors (No.2) Limited
Auditors
PricewaterhouseCoopers LLP
Southwark Towers
32 London Bridge Street
London
SE1 9SY
Secretary and Registered Office
Karen Edmonds
Eastern Gate
Brants Bridge
Bracknell
Berkshire
RG12 9BZ
Directors' Report
For the year ended 31 December 2002.
The Directors present their report together with the audited accounts
for the year ended 31 December 2002.
Business objectives and principal activities
The company was incorporated on 22 May 2001, and started trading on 2
October 2001. The principal activity of the company has been the
investment in mortgage loans secured by first charges over residential
properties within the United Kingdom. The directors expect that the
present level of activity will be sustained in the near future.
Directors
The Directors who served during the year were as follows:-
Colin Bradley
SFM Directors Limited
SFM Directors (No.2) Limited
No Director had any interest in the share capital of the company nor
any group company at any time during the year.
Secretaries
Tammy Hamzehpour (Resigned 8 April 2002)
Karen Edmonds
Results and dividend
As the company made neither profit nor loss in the period after
taxation, no dividend is proposed.
Statement of Directors' responsibilities
Company law requires the Directors to prepare accounts for each
financial year which give a true and fair view of the state of affairs
of the company and of the profit and loss of the company for that
period.
In preparing those accounts, the Directors are required to:
* select suitable accounting policies and then apply them
consistently;
* make judgements and estimates that are reasonable and prudent;
* state whether applicable Accounting Standards have been followed,
subject to any material departures disclosed and explained in the
accounts;
* prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in
business.
The Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial
position of the company and to enable them to ensure that the accounts
comply with the Companies Act 1985. 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.
Auditors
Following the conversion of the company's auditors
PricewaterhouseCoopers to a Limited Liability Partnership (LLP) from
the 1 January 2003, PricewaterhouseCoopers have written to the company
stating their intention to resign effective 2 June 2003. The directors
have agreed to appoint PricewaterhouseCoopers LLP to fill a casual
vacancy, and a resolution to appoint its successor,
PricewaterhouseCoopers LLP, as auditors to the company will be
proposed at the Annual General Meeting.
On behalf of the Board
Colin Bradley
Director
2 June 2003
Independent auditors' report to the members of RMAC 2001-NSP2 PLC
We have audited the financial statements which comprise the profit and
loss account, balance sheet and the related notes, which have been
prepared under the historical cost convention and the accounting
policies set out in Note 1.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and
the financial statements in accordance with applicable United Kingdom
law and accounting standards are set out in the statements of
directors' responsibilities.
Our responsibility is to audit the financial statements in accordance
with relevant legal and regulatory requirements and United Kingdom
Standards issued by the Auditing Practices Board. This report,
including our opinion has been prepared for and only for the Company's
members in accordance with Section 235 of the Companies Act 1985 and
for no other purpose. We do not, in giving this opinion, 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.
We report to you our opinion as to whether the financial statements
give a true and fair view and are properly prepared in accordance with
the Companies Act 1985. We also report to you if, in our opinion, the
directors' report is not consistent with the financial statements, if
the company has not kept proper accounting records, if we have not
received all the information and explanations we require for our
audit, or if information specified by law regarding directors'
remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report and
consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial
statements. The other information comprises only the directors'
report.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by
the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the
financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the accounting
policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the
financial statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of the company's affairs at 31 December 2002 and of its
result for the year then ended and have been properly prepared in
accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Southwark Towers
32 London Bridge Street, SE1 9SY
2 June 2003
PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2002 12 months 3 months
ended ended
31 December 31 December
Note 2002 2001
� �
Turnover 2 6,506,578 4,292,663
Administration expenses (7,639,142) (5,414,533)
Interest receivable 1,132,564 1,121,870
------------------------------------------------------------ -------------------------- --------------------
Profit on ordinary activities before tax 5 - -
Taxation on profit on ordinary activities 6 - -
------------------------------------------------------------- -------------------------- --------------------
Profit on ordinary activities after taxation 13 - -
==============================================================================================================
The company had no acquisitions or discontinued operations, and
accordingly the above profit and loss account is in respect of
continuing operations.
The company has no recognised gains and losses other than those
included in the profits above, and therefore no separate statement of
total recognised gains and losses has been presented.
There is no difference between the profit on ordinary activities
before taxation and the retained profit for the period, and their
historical cost equivalents.
BALANCE SHEET
as at 31 December 2002
Note 2002 2001
� �
Fixed assets:
Mortgage loans 7 668,549,625 822,735,744
--------------------- ------------------
Total fixed assets 668,549,625 822,735,744
Current assets:
Debtors: amounts falling due within one year 8 238,427 234,899
Cash at bank and in hand 20,357,388 12,480,414
--------------------- ------------------
Total current assets 20,595,815 12,715,313
Creditors: amounts falling due within one year 9 (7,665,157) (3,345,716)
------------------- ------------------
Net current assets 12,930,658 9,369,597
--------------------- ------------------
Total assets less current liabilities 681,480,283 832,105,341
Creditors: amounts falling due after more than one year 9 (681,467,781) (832,092,839)
--------------------- ------------------
Net Assets 12,502 12,502
--------------------- ------------------
Capital and reserves:
Called up share capital 12 12,502 12,502
Profit and loss account 13 - -
--------------------- ------------------
Total shareholders' funds 14 12,502 12,502
--------------------- ------------------
The accounts on pages 5 to 13 were approved by the Board of Directors
on 2 June 2003 and were signed on its behalf by:
Colin Bradley
Director
NOTES TO THE ACCOUNTS
for the year to 31 December 2002
1 ACCOUNTING POLICIES
The accounts have been prepared in accordance with applicable
Accounting Standards in the United Kingdom. A summary of the more
important accounting policies which have been applied consistently is
set out below.
ACCOUNTING CONVENTION
The accounts are prepared in accordance with the historical cost
convention.
TURNOVER
In the opinion of the directors, disclosure of turnover is most
closely represented for the company as being comprised of interest
receivable net of discounts and funding costs, commission receivable
and income from asset disposals. These changes represent an adaptation
of the profit and loss account format laid down in Schedule 4 to the
Companies Act 1985 due to the special nature of the company's
business.
CASH FLOW STATEMENT AND RELATED PARTY DISCLOSURE
The company is a wholly owned subsidiary of RMAC Holdings Limited,
incorporated in England & Wales, whose accounts are publicly
available. Consequently, the company has taken advantage of the
exemption from preparing a cash flow statement under the terms of
Financial Reporting Standard 1 (Revised 1996). The company is exempt
under the terms of Financial Reporting Standard 8 from disclosing
related party transactions (but not balances) with entities that are
part of the RMAC Holdings Limited Group or investees of the RMAC
Holdings Limited Group.
MORTGAGE LOANS
Mortgage loans are stated at cost less provision for dimunition in
value. The mortgage loans are subject to a credit insurance wrap which
establishes a maximum possible loss on the portfolio.
MORTGAGE BACKED LOAN NOTES AND SECURITISATION COSTS
Mortgage backed loan notes are stated at aggregate principal amount
payable at redemption (net of underwriting costs). Underwriting costs
and the initial costs of credit insuring the mortgages on which the
notes are secured are amortised over the expected period until the C
Notes are repaid (unsecured notes issued to raise cash for the
securitisation). This is estimated to be 42 months. All other
securitisation costs are taken to the profit & loss account at the
date of securitisation.
DEFERRED CONSIDERATION
Under the terms of the agreement for the purchase of the mortgage
loans, the company has a liability to deferred consideration. This has
been shown as a liability in the accounts, which will be ultimately
satisfied by payments of cash in accordance with the administration
agreement.
2 TURNOVER 12 months ended 3 months ended
31 December 31 December
2002 2001
� �
Mortgage interest receivable 44,430,320 15,236,766
Servicing income 1,632,348 331,294
-------------------------------------------------------------------------------------------------
Interest receivable on mortgage loans and servicing income 46,062,668 15,568,060
Interest payable on loans repayable after five years
Mortgage backed loan notes (39,556,090) (11,275,397)
-------------------------------------------------------------------------------------------------
6,506,578 4,292,663
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3 DIRECTORS' EMOLUMENTS 12 months ended 3 months ended
31 December 31 December
2002 2001
� �
Sums paid to a third party for directors' services 8,225 4,378
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4 EMPLOYEE INFORMATION
There were no persons directly employed by the company during the
year ended 31 December 2002 (2001:Nil).
------------------------------------------------------------------------------------------------------
5 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 12 months ended 3 months ended
31 December 31 December
2002 2001
� �
This is stated after charging:
Auditors' remuneration: audit fees 8,636 8,636
Auditors' remuneration: non audit fees - 11,750
Trustee fees 6,609 2,937
Administration fees paid for servicing loans 1,325,456 266,401
Provision for losses 288,465 -
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6 TAXATION ON PROFIT ON ORDINARY ACTIVITIES
12 months ended 3 months ended
31 December 31 December
(a) Analysis of tax charge for the period: 2002 2001
� �
United Kingdom Corporation Tax charge for
current year - -
----------------------------------------------------------------------------------------------
- -
(b) Factors affecting current tax charge for the year:
Profit before tax - -
Tax on profit at 30% - -
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7 MORTGAGE LOANS
2002 2001
� �
Cost and net book value
At 1 January / Incorporation 822,735,744 -
Acquisitions - 837,664,649
Further advances 12,258,020 492,375
Other movements (1,978,879) (3,114,502)
Redemptions (157,862,268) (11,057,751)
Amortisation of premium on acquisition (6,314,527) (1,249,027)
Loss provision (288,465) -
---------------------------------
At 31 December 668,549,625 822,735,744
=================================
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8 DEBTORS
2002 2001
� �
Amounts falling due within one year
Interest receivable 31,229 22,399
Other debtors 2,060 2,060
Prepayments 205,138 210,440
----------------------------------
238,427 234,899
==================================
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9 CREDITORS
2002 2001
� �
Amounts falling due within one year
Other creditors 7,622,008 2,752,962
Accruals 43,149 592,754
----------------------------------
7,665,157 3,345,716
==================================
Amounts falling due after more than one year
Mortgage backed loan notes (note 10) 681,466,882 830,186,986
Other creditors 899 1,905,853
----------------------------------
681,467,781 832,092,839
==================================
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10 MORTGAGE BACKED LOAN NOTES
The mortgage backed loan notes are secured over a portfolio of
mortgage loans. The senior notes are secured by the same security as
the junior notes but rank in priority to the junior notes in the event
of security being enforced.
2002 2001
� �
A1 Notes 43,758,232 188,676,321
A2 Notes 229,500,000 229,500,000
A3 Notes 315,000,000 315,000,000
A4 Notes (including detachable coupon) 88,849,223 93,914,722
C Notes 4,359,427 3,095,943
----------------------------------
Outstanding principal at 31 December 681,466,882 830,186,986
==================================
Maturity of Borrowings
If not otherwise redeemed or purchased and cancelled, the mortgage
backed loan notes will be redeemed at their principal outstanding
balance on the interest payment date in December 2033.
Prior to mandatory redemption on the final payment date, the rated
notes will be subject to mandatory and/or optional redemption in
certain circumstances. Such mandatory redemption in part will be
primarily caused by scheduled principal payments by the borrowers and
principal prepayments. Optional redemption may take place when the
aggregate principal amount outstanding of the rated notes is less than
10 per cent. of the initial aggregate principal amount outstanding of
the rated notes when the company may redeem all (but not some only) of
the rated notes at their rated notes principal amount outstanding.
The interest on the notes will accrue on a day by day basis and be
payable quarterly in arrears at the following rates above the London
Interbank Offered Rate for quarterly sterling deposits:
A1 Notes LIBOR + 0.15%
A2 Notes LIBOR + 0.25%
A3 Notes LIBOR + 0.30%
A4 Notes LIBOR + 0.34%
A4 detachable coupons 7% (until March 2004)
C Notes LIBOR + 3.50%
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11 FINANCIAL RISKS AND INSTRUMENTS
Credit risk
The company's major asset is a portfolio of mortgage loans which is
administered by a third party. These are subject to regular reviews
for credit problems to ensure credit risks are identified on a timely
basis and losses are minimised.
Liquidity risk
The company's policy is to manage liquidity risk through its use of
its start up loan and excess spread and a reserve fund. As the length
of the loan notes is designed to match the length of the mortgages,
there is deemed to be no further liquidity risks facing the company.
Interest rate risk
Assets and liabilities subject to floating rates are deemed to have
limited interest rate risk. The interest rate on floating rate
mortgages being mitigated by the company's floating rate note
liabilities. Those assets subject to a fixed rate of interest have a
short fixed period before converting to floating rates. It is not
considered necessary to hedge these assets against interest rate risk,
any mismatch being covered by the reserve fund created within the
funding structure.
Currency risk
The company's assets and liabilities are denominated in sterling and
so the company is not exposed to gains or losses arising from currency
fluctuations.
Hedging
It is the company's policy to directly manage the liquidity, interest
rate and currency risks via primary financial instruments as described
above to hedge its position and not to make use of derivative
financial instruments.
As permitted by FRS 13, the company has opted to exclude short term
debtors and creditors from this disclosure.
2002 2001
Floating rate Fixed rate Floating rate Fixed rate
not more than not more than
three months three months
� � � �
Assets
Mortgage loans 376,677,045 291,872,580 397,489,213 425,246,531
Cash at bank and in hand 20,357,388 - 12,480,414 -
--------------------------------------------------------------------
397,034,433 291,872,580 409,969,627 425,246,531
====================================================================
Liabilities
--------------------------------------------------------------------
Mortgage backed loan notes 681,466,882 - 830,186,986 -
====================================================================
2002 2001
Weighted average interest rate of fixed interest rate loans 5.19% 5.73%
Weighted average fixed interest rate period remaining on fixed
interest rate loans 6.6 months 15.6 months
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
12 CALLED UP SHARE CAPITAL
2002 2001
� �
Authorised
50,000 ordinary shares of �1 each (2001:50,000 shares) 50,000 50,000
----------------------------------
Allotted, called up and fully paid
2 ordinary share of �1 each (2001:2 shares) 2 2
Allotted, called up and 25% paid
49,998 ordinary shares of �1 each (2001:49,998 shares) 12,500 12,500
----------------------------------
12,502 12,502
==================================
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13 PROFIT AND LOSS ACCOUNT
2002 2001
� �
At 1 January / Incorporation - -
Profit for the year / period - -
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At 31 December - -
------------------------------------------------------------------------------------------------------------
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14 RECONCILIATION OF MOVEMENTS ON SHAREHOLDERS' FUNDS
2002 2001
� �
Shareholders' funds on incorporation 2 2
Share capital issued 12,500 12,500
Profit for the financial year / period - -
-------------------------------------------------------------------------------------------------------
Shareholders' funds at 31 December 12,502 12,502
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
15 CAPITAL COMMITMENTS
There were no outstanding capital commitments as at 31 December
2002 (2001:Nil).
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
16 RELATED PARTY TRANSACTIONS
The directors regard SFM Corporate Services Limited as the ultimate
controlling party. The company is a wholly owned subsidiary of RMAC
Holdings Limited, a company registered in England. Therefore the
company has applied the exemption within Financial Reporting Standard
8 which permits the non-disclosure of transactions and balances with
related parties which are included in the consolidated financial
statements of RMAC Holdings Limited.
In 2001, the company acquired mortgages for �837,664,649 in 2001 from
GMAC-RFC Limited, of which Mr Colin Bradley is a director. The company
has incurred �1,325,456 (2001:�266,401) due to GMAC-RFC Limited for
administering the company's mortgage loans and owes �3,797,267
(2001:�1,904,953) of deferred consideration. In 2001 the company
issued �7,600,000 of C Notes to GMAC RFC Limited. The company paid
interest on the C Notes of �164,141 to GMAC RFC Limited (2001:nil).
The company owes GMAC-RFC Limited �12,997,609 at 31 December 2002
(2001:�9,776,320).
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17 IMMEDIATE AND ULTIMATE PARENT UNDERTAKING
The immediate and ultimate parent company is RMAC Holdings Limited
which is incorporated in England and Wales. Copies of RMAC Holdings
Limited accounts may be obtained from the Secretary at its registered
office.
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Short Name: RMAC 2001-NSP2 PLC
Category Code: ACS
Sequence Number: 00006760
Time of Receipt (offset from UTC): 20030708T153005+0100
--30--DB/ny
CONTACT: RMAC 2001-NSP2 PLC
KEYWORD: UNITED KINGDOM INTERNATIONAL EUROPE
INDUSTRY KEYWORD: BANKING
SOURCE: RMAC 2001-NSP2 PLC
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