Académique Documents
Professionnel Documents
Culture Documents
*A3KCAJur~
A14 05/05/2010 141
COMPANIES HOUSE
CDB (U K.) LIMITED
Contents
Pages
Corporate information 1
Directors
Secretary
F G Parker
Auditors
Deloitte LLP
London
Bankers
Registered office
10 Old Jewry
London
EC2R 8DN
Registered number
1776304
Country of incorporation
United Kingdom
CDB (U.K.) LIMITED
DIRECTORS' REPORT
The directors present their report and the audited financial statements for CDB (U K ) Limited (the Company') for
the penod ended 31 December 2009
2. PARENT COMPANY
The Company is a wholly owned subsidiary of Anglo Irish Bank Corporation Limited (AIBC'), a company incorporated in
the Republic of Ireland
The profit after taxation for the penod amounted to £350,533,241 (2008 £60,451,672) The increase in profits is due to
foreign exchange movements on the Japanese Yen Preference shares Total equity amounted to £1,663,018,520
as at 31 December 2009 (30 September 2008 £312,485,279)
On 10 October 2008 the sterling authonsed share capital of the Company was increased to £750,000,000 by the
creation of 500,000,000 ordinary shares of £1 each
On 18 November 2008 the sterling authonsed share capital was increased to £3,750,000,000 divided into
3,700,000,000 ordinary shares of £1 each and 50,000,000 redeemable preference shares of £1 each On the
18 November 2008, 1,000,000,000 ordinary shares of £1 each were issued at par and subscnbed by Anglo
' Insh Bank Corporation Limited, the parent company
CDB ( U . ) LIMITED
7 DIVIDEND
The directors do not propose the payment of a dividend in respect of the period ended 31 December 2009
(year ended 30 September 2008 £Nil)
8 GOING CONCERN
The performance of the Company's subsidiary entities has been severely impacted by the current financial and
economic cnsis resulting in impairment of the Company's investment in certain of the subsidianes in the current penod
The directors consider that the outlook remains difficult for the Company and its subsidianes due to the current
economic climate and the impact on our clients businesses which are pnmanly involved in the property industry in the UK
Consequently, this has a significant impact on the Company's future performance including the need for continued support
by AIBC due to the uncertainty over future trading results of the Company's subsidianes Details of the nsk management
and the policies, governance and analysis of risks in the Company are detailed in Note 18 to the financial statements
in particular, details of the nsk management oversight by the AIBC Group of the Company, demonstrating how the
Company and AIBC are reducing nsk in the organisation
The assessment by the directors is underpinned by the fact that the ultimate parent company, Anglo Insh Bank
Corporation Limited, continues to support the Company This includes the provision of a Letter of Support from AIBC
which confirms assistance in meeting the Company's liabilities as and when they fall due at least until 31 July 2011
The Company does not maintain any liquid assets itself and places all surplus funds with and draws any required funds
from AIBC Consequently the Company relies totally on AIBC for the ongoing daily support of liquidity and funds to
enable the Company to function which has operated effectively throughout the penod and continues to do so to the date
of the Director's Report
The directors of the Company have also considered the financial statements of AIBC for the 15 month penod to 31
December 2009 which have been prepared on a going concern basis and the assessment which the directors of AIBC
reached in the preparation of its financial statements
The assessment by the director's of AIBC is underpinned by the Irish Minister for Finance's (Minister) consistent
statements that the Insh Government will ensure the continued viability of all systemic financial institutions,
including AIBC, in a manner which is consistent with EU state aid rules In making this assessment the directors of AIBC
considered the potential impact of the following nsk factors and uncertainties which could affect the future
performance and financial position of AIBC the Insh National Asset Management Agency (NAMA) process on the group,
liquidity nsks, credit quality, regulatory capital, EU state atd considerations and political factors
impacting both the AIBC Group and the industry The timing of the NAMA asset transfers and the valuation haircuts
applied are an important consideration Liquidity nsk considerations take into account the AIBC Group's ability to
continue to access wholesale and money market lines, the ability to continue to access essential central bank and other
CDB (U.K.) LIMITED
DIRECTORS'REPORT (Continued)
Notwithstanding the existence of such uncertainties, the directors of AIBC in making the determination have taken into
account the following mitigating factors the capital injection of €4bn in 2009 into AIBC by the Minister, the
Minister's letter of 22 December 2009 which restated his previous commitments in relation to ensunng that the Bank has
sufficient capital to continue to meet its regulatory capital requirements, the subsequent receipt of a promissory note
to the value of €8 3bn in fulfilment of the Minister's commitment, the forecast receipt of senior NAMA bonds in 2010
which will be liquidity enhancing, the improving outlook for both the UK and US commercial property markets, and the
introduction of measures by the Insh Government to improve liquidity including the Insh Government guarantee
introduced in September 2008 and the Credit Institutions Eligible Liabilities Guarantee Scheme ('the ELG Scheme')
introduced in December 2009 As a result the directors of AIBC are satisfied that it is appropnate that the AIBC
Group's financial statements continue to be prepared on a going concern basis
On the basis of the above assessment by the directors of AIBC and the preparation of its group financial statements for
the 15 months ended 31 December 2009, which were published on 31 March 2010, the directors of the Company have a
reasonable expectation that the Company has adequate resources, or will be able to obtain adequate resources from AIBC
in terms of additional funding and/ or equity, to continue in operational existence for the foreseeable future Thus, the
directors continue to adopt the going concern basis of accounting in prepanng the annual financial statements
10 FUTURE DEVELOPMENTS
The directors will continue to closely monitor the performance of the Company which is totally dependent on the
performance of its underlying subsidiaries
• so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any
relevant audit information and to establish that the Company's auditors are aware of that information
The confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006
4
CDB (U LIMITED
13 DIRECTORS INDEMNITIES
The ultimate parent company has made qualifying third party indemnity provisions for the benefit of the Company's
directors which were made dunng the penod and remain in force at the date of this report
14 PAYMENT OF CREDITORS
As the Company is a holding company it does not have trade creditors In the event that the Company did have such
creditors in the future, it is the Company's policy to settle term of payment with supplies where agreeing the terms of
each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payments
15 INDEPENDENT AUDITORS
Ernst & Young LLP, resigned as auditors on 5 October 2009 Deloitte LLP were appointed as auditors on
13 October 2009
Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate arrangements
are being made for them to be deemed reappointed as auditors in the absence of an Annual General Meeting
10 Old Jewry
London
EC2R 8DN
Date 29 Apnl 2010
5
CDB (U.K.) LIMITED
The directors are responsible for prepanng the annual report and the Financial Statements in accordance with
applicable United Kingdom law and International Financial Reporting Standards as adopted by the European
Union (IFRS)
Company Law requires the directors to prepare financial statements for each financial penod 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 penod In prepanng those
financial statements, International Accounting Standards requires that directors
- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information,
- provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users
to understand the impact of particular transactions, other events and conditions on the entity's financial position and
financial performance, and
- state that the company has complied with IFRS, subject to any matenal departures disclosed and explained in the
financial statements
The directors are required to prepare the financial statements on the going concern basis, unless it is not appropnate
Further details are given in section 8 of the Directors' Report
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the financial position of the Company and which enable them to ensure that the financial statements comply with
the Companies Act 2006 They have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities
The directors confirm that, to the best of their knowledge, they have complied with these requirements in prepanng the
financial statements, including preparation of these financial statements in accordance with IFRS Under applicable laws
and regulations, the directors also have responsibility for prepanng a Directors' Report, as set out on pages 2 to 5
that complies with that law and those regulations
T Walsh F G Parker
Director Director
6
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
CDB (U.K.) LIMITED
We have audited the Financial Statements of CDB (U K ) Limited {'the Company') for the penod ended 31 December
2009 which compnse the Statement of Comprehensive income, the Statement of Financial position, the Statement of
Changes in equity, the Statement of cash flows and the related notes 1 to 24 The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union
This report is made solely to the company's members, as a body, in accordance with sections 495 and 496 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 an auditors' report 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
As explained more fully in the Directors' Responsibilities Statement, 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 the financial statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical
Standards for Auditors
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 matenal misstatement, whether caused by fraud or
error This includes an assessment of whether the accounting policies are appropnate 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
- give a true and fair view of the state of the Company's affairs as at 31 December 2009 and of its profit
for the penod then ended
- have been properly prepared in accordance with IFRSs as adopted by the European Union, and
- have been prepared in accordance with the requirements of the Companies Act 2006
7
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
CDB (U.K.) LIMITED (Continued)
- 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
8
CDB (U.K ) LIMITED
Statement of Comprehensive income
For the period ended 31 December 2009 15 Months 12 Months
31 Dec 2009 30 Sep 2008
Notes £ £
345,211,078 53,080,937
Profit before taxation
9
CDB (U.K.) LIMITED
Statement of Financial position 31 December 30 September
As at 31 December 2009 2009 2008
Notes £ £
Current assets
Other assets 12 527,335,742 9,950,337
Prepayments and accrued income 281
527,335,742 9,950,618
Current liabilities
Other liabilities 13 256,165 1,227,350
256,165 1,227,350
Non - current liabilities
Loans and borrowings 14 1,360,455,221 1,004,870,527
Shareholders' equity
Share capital 16 1,253,784,995 253,784,995
Retained profits / (losses) 409,233,525 58,700,284
Shareholders' equity 1,663,018,520 312,485,279
Total shareholders' equity and liabilities 3,023,729,906 1,318,583,156
The financial statements were approved by the board of directors and authonsed for issue on 29 Apnl 2010
VA
- G Parker - Director
10
CDB (U K.) LIMITED
Statement of Changes in equity
For the period ended 31 December 2009
Share Retained
Note Capital Profits Total
£ £ £
i 11
CDB (U K.) LIMITED
Statement of Cash flows
For the period ended 31 December 2009
15 Months 12 Months
31 Dec 2009 30 Sep 2008
Notes £ £
12
CDB (U.K.) LIMITED
Accounting policies
The significant accounting policies adopted by the Company are set out below
The Financial Statements have been presented in accordance with International Financial Reporting Standards, as adopted
by the European Union ('IFRS')and applied in accordance with the Companies Act 2006 as applicable at 31 December 2009
1 2 Basis of preparation
The Financial Statements have been prepared under the histoncal cost convention, as modified by the revaluation of certain
assets and liabilities to the extent required or permitted under accounting standards as set out in the relevant accounting
policies They are presented in sterling
The preparation of Financial Statements in conformity with IFRS requires management to make estimates and assumptions
that affect the reported amounts of certain assets, liabilities, revenues and expenses, and disclosures of contingent
assets and liabilities Since management's judgement involves making estimates concerning the likelihood of future
events, the actual results could differ from those estimates Some estimation techniques involve significant amounts of
management judgement, often in areas which are inherently uncertain Further detail is provided in Note 1 14 of the
Accounting Policies in these Financial Statements
The Company's business activities, together with the factors likely to affect its future development, performance and
position are set out in the Directors' Reports pages 2 - 5- In addition, note 18 to the Financial Statements includes
the Company's objectives, policies and processes for managing its capital, its financial nsk management objective,
details of its financial instruments and hedging activities, and its exposure to credit nsk and liquidity nsk
As descnbed in the Directors' Report on pages 2 - 5, the current economic environment remains difficult thereby
impacting the carrying value of investments in subsidiaries
Further details of the Pnncipal nsks and uncertainties affecting the Company are set out in note 18 of the Financial
Statements Section 8 of the Directors' Report sets out a detailed assessment of the Company and its ability to operate
as a going concern
Based on this assessment, the Financial Statements are prepared on a going concern basis
In order to align with the financial reporting period of the parent undertaking, the Company has changed its reporting
period end from 30 September to 31 December Accordingly the Financial Statements include 15 months of operations
and cash flows to 31 December 2009, and are therefore not directly comparable to the amounts disclosed for the pnor
penod
The Company has early adopted the amendment to IAS 1 which has resulted in certain changes to names and presentation
of the Financial Statements
13
CDB (U.K.) LIMITED
Interest income and expense are recognised in the Statement of Comprehensive income for all mterest-beanng financial
instruments using the effective interest rate method
The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and
of allocating the interest income or interest expense over the relevant penod The effective interest rate is the rate
that exactly discounts the expected future cash payments or receipts through the expected life of the financial
instrument or, when appropnate, a shorter penod, to the net carrying amount of the financial asset or financial liability
I
The calculation includes all fees, transaction costs and other premiums and discounts that are an integral part of the
effective interest rate on the transaction
Once an impairment loss has been recognised on an individual asset, interest income is recognised on the unimpaired
portion of that asset using the rate of interest at which its estimated future cash flows were discounted in measunng
jmpairment
1 6 Investment in subsidiaries
At cost
Investments in subsidianes are held to matunty and are reflected in the Statement of Financial position at cost less
provision for permanent impairment
Monetary asset
nvestments which feature a nght to receive a fixed or determinable number of units of currency are treated as a monetary
isset Where these are tn a foreign currency they are translated at the spot rate of exchange on acquisition and then
e-translated at each Statement of Financial position date as further set out in Note 1 12 of these Accounting Policies
I 8 Financial liabilities
r
inancial liabilities are initially recognised at fair value, being their issue proceeds (fair value of consideration received)
iet of transaction costs incurred Financial liabilities are subsequently measured at either amortised cost or fair value
hrough profit or loss All liabilities, other than those designated at fair value through profit or loss, are subsequently earned
at amortised cost Any difference between proceeds net of transaction costs and the redemption value is recognised tn
he Statement of Comprehensive income using the effective interest rate method
The classification of an instrument as a financial liability or an equity instrument is dependent on the substance of the
l-ontractual arrangement Instruments which carry a contractual obligation to deliver cash or another financial asset to
Another entity are classified as financial liabilities Interest on these instruments are recognised in the Statement of
pomprehensive income as an expense Other gains and losses ansing from changes in fair value are included directly
in the Statement of Comprehensive income within trading losses/profits
14
CDB (U.K.) LIMITED
When the effect is matenal, provisions are determined by discounting expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and, where appropnate, the nsks specific to the liability
Payments are deducted from the present value of the provision and interest at the relevant discount rate is charged
annually to interest expense Changes in the present value of the liability as a result of movements in interest rates
are included in other financial income The present value of provisions are included in other liabilities
Other contingencies
Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events giving
nse to present obligation where the transfer of economic benefits is uncertain and cannot be reliably measured Contingent
liabilities are not recognised but are disclosed in the notes to the financial statements unless they are remote
The Company assesses at each Statement of Financial position date whether there is objective evidence that a
financial asset or a portfolio of financial assets is impaired A financial asset or portfolio of financial assets is impaired
and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or
more loss events that occurred after the initial recognition of the asset ('a loss event') and that this event (or
events) has had an impact such that the estimated present value of future cash flows is less than the current carrying
value of the financial asset, or portfolio of financial assets, and can be reliably measured
Objective evidence that a financial asset, or a portfolio of financial assets, is impaired includes observable data that
comes to the attention of the Company about the following loss events
15
CDB (U.K.) LIMITED
Non-monetary items that are measured tn terms of histoncal cost in a foreign currency are translated using the
lexchange rates as at the dates of the initial transactions Non-monetary items measured at fair value in the foreign
currency are translated using the exchange rates at the date when the fair value was determined
Deferred tax is determined using tax rates based on legislation enacted or substantially enacted at the Statement of
Financial position date and expected to apply when the deferred tax asset is realised or the deferred tax liability is settled
Deferred tax assets are recognised where it is possible that future taxable profits will be available against which
temporary differences will be utilised
Current and deferred taxes are recognised in the Statement of Comprehensive income in the penod in which the profits or
losses anse except to the extent that they relate to items recognised in equity, in which case taxes are also
•ecogmsed in equity
Deferred and current tax assets and liabilities are only offset where there is both the legal right and intention to settle on a
let basis, or to realise the asset and settle the liability simultaneously
|FRS require the directors in prepanng the Company's Financial Statements, to select suitable accounting policies, apply
[hem consistently and make judgements and estimates that are reasonable and prudent
The judgement and estimates involved in the Company's accounting policies that are considered by the directors to be the
nost important to the portrayal of the Company's financial condition and that have a significant nsk of causing a
natenal adjustment to the carrying amount of the assets and liabilities within the next financial year are discussed
|)elow The use of standards, assumptions or models that differ from those adopted by the Company could affect it
eported results
16
CDB (U.K.) LIMITED
115 Consolidation
Consolidated financial statements have not been prepared as the Company is exempt from the obligation to prepare and
deliver group accounts under section 400 of the Companies Act 2006 The Company complies with all the conditions set out
|in section 400 of the Companies Act as a wholly owned subsidiary of a company incorporated in another EEA state
These will be adopted in future years and are not expected to have a matenal impact on the Company's results or
Financial Statements
The directors are still considenng the impact of the following new standard
\FRS 9 - Financial instruments
Ldditional standards or amended to standards to be adopted in the future are not listed here as they are not expected
io be relevant to the results of the Company in the future
1 17 Segmental reporting
Business segments are distinguishable components of the Company that provide products or services that are subject
o nsks and rewards that are different to those of other business segments Geographical segments provide products and
Services within a particular economic environment that are subject to nsks and rewards that are different to those of
[components operating in other economic environments
2 Segmental Reporting
The Company only has one business segment which is the investment in subsidianes and one geographical segment
vhich for reporting purposes is the United Kingdom
17
CDB (U.K.) LIMITED
15 months 12 months
3 interest and similar income 31 Dec 2009 30 Sep 2008
£ £
Details of the dividend receivable on the preference shares, which is treated as interest income for IFRS, is set out in
Note 11 of these Financial Statements Details of the interest terms on the intercompany loan to the parent
undertaking is set out in note 12 of these Financial Statements
15 months 12 months
4 Interest and similar expense 31 Dec 2009 30 Sep 2008
£ £
Details of the terms of the loan from the parent undertaking and the loan form group undertaking are set out in note 14 of
these Financial Statements
15 months 12 months
5 Foreign exchange gains 31 Dec 2009 30 Sep 2008
£ £
Revaluation on foreign currency assets represents the impact of a Japanese Yen financing arrangement, entered
into in May 2008 to enable the Company and certain subsidianes to avail of low cost financing on an after tax basis at
Yen interest rates This arrangement was ended dunng December 2008 and January 2009 The gains in the current
period arise from the revaluation of the investment in the preference shares issued by Anglo Irish Treasury Financing
Limited, offset by revaluation of a Japanese Yen loan received from Anglo Insh Asset Finance pic in the current penod
As part of a wider transaction in the AIBC Group, the gains to the Company on foreign exchange on this financing
transaction are offset by other foreign exchange losses in the penod in vanous UK group companies of the parent
undertaking, Anglo Insh Bank Corporation Limited
15 months 12 months
6 Impairment losses 31 Dec 2009 30 Sep 2008
£ £
The impairment loss in the current penod is the amount by which the carrying amount of Anglo Insh Asset Finance pic
(£100,000,000), Anglo Insh Property Lending Limited (£5,236,712), Anglo Insh Commercial Properties (No 1) Limited
(£3,000,000) and Argyle Investment Finance Limited (£750,000) exceeded the recoverable amount The impairment loss in
the pnor penod is the amount by which the carrying amount of the investment in Anglo Insh Property Investors Limited, a
subsidiary of CDB (U K ) Limited, exceeded its recoverable amount
As a result, the cost of the investments for each entity were wntten down as detailed in Note 10 of these Financial
Statements
18
CDB (U.K.) LIMITED
7 Directors' emoluments
The audit fee for the statutory accounts is borne by the parent undertaking of the Company, Anglo Insh Bank Corporation
Limited The fee relating to this Company was £20,000
15 months 12 months
Taxation 31 Dec 2009 30 Sep 2008
£ £
Corporation tax
The reconciliation of tax on profit on ordinary activities at the standard corporation tax rate to the Company's actual total
tax charge / (credit) is analysed as follows
Profit on ordinary activities before taxation at 28% (2008 29%) 96,659,102 15,393,472
Effects of
Foreign exchange gains on Japanese Yen monetary assets / liabilities (127,271,317) (22,156,559)
Preference dividend income (5,253,038) (1,488,268)
Transfer pncing adjustment 26,811 10,620
Impairment losses 30,516,279 870,000
Total tax charge / (credit) (5,322,163) (7,370,735)
19
CDB (U.K.) LIMITED
Investment in subsidiaries
31 Dec 2009 30 Sep 2008
£ £
Subsidiaries at cost
Anglo Insh Credit pic 7,333,604 7,333,604
Amblepath Properties Limited 10 10
Anglo Insh Asset Limited 74 74
Argyle Investment Finance Limited 1,000,000 1,000,000
Clickinput Limited 1 1
Finance 2000 pic 61,947 61,947
Anglo Insh Carry Partner Limited 1 1
Sutherland Finance and Leasing 82,597 82,597
Anglo Insh Finance Limited 100 100
Anglo Insh Asset Finance pic 1,220,000,000 220,000,000
Anglo Insh Commercial Properties (No 1) Limited 3,000,000 3,000,000
Anglo Insh Commercial Properties Limited 1,125,000 1,125,000
Anglo Insh Capital GP Limited 11,335,000 11,335,000
Anglo Irish Property Lending Limited 5,236,712 5,236,712
Anglo Insh Pnvate Capital Limited 1 1
Anglo Irish Property Investors Limited 3,000,000 3,000,000
Anglo Insh Treasury Financing Limited 100 100
1,252,175,147 252,175,147
Cumulative impairment of investments
Anglo Insh Credit pic (1,386,894) (1,386,894)
Anglo Insh Property Investors Limited (3,000,000) (3,000,000)
Anglo Insh Assets Finance pic (100,000,000)
Anglo Insh Property Lending Limited (5,236,712)
Anglo Insh Commercial Properties (No 1) Limited (3,000,000)
Argyle Investment Finance Limited (750,000)
(113,373,606) (4,386,894)
The Company indirectly owns the entire issued share capital of Anglo Insh Leasing Limited, I FT Nominees Limited and
Berfors Nominees Limited through Anglo Insh Credit pic
The Company indirectly owns 75% of the equity and loan capital contnbuted to the Anglo Aggmore Limited Partnership
The capital contnbution earns a return of 10% per annum on their capital and thereafter the Company is indirectly entitled
to 50% of the remaining profit of this partnership and its subsidiaries This investment is held through Anglo Irish
Commercial Properties Limited
The Company, through Anglo Insh Capital GP Limited, is the general partner of Anglo Insh Capital UK Limited
Partnership, Anglo Irish Capital UK (2) Limited Partnership and Anglo Insh Capital UK (3) Limited Partnership
All of the above investments are in Sterling except for the investment in Anglo Insh Capital GP Limited which
comprises ordinary shares of €12,500,000 and £2,750,000 (2007 €12,500,000 and £2,750,000)
20
CDB (U.K.) LIMITED
Details of the pnncipal subsidianes, all of which are consolidated in the AIBC Group, and are registered
in England and Wales are
Principal Country of
Principal subsidiaries Holding activity incorporation
This investment in Anglo Insh Treasury Financing Limited is in the form of preference shares These preference
shares are variable rate cumulative preference shares of ¥10,000 each The preference dividend is calculated
at the annual rate of 70% of the sum of the three month Yen LIBOR rate plus 0 875%
Amounts owed by group undertakings are provided on an interest free basis with no fixed terms of repayment
Amounts owed by parent undertaking in the current penod, are provided to Anglo Irish Bank Corporation Limited
(AIBC) The facilities are provided to AIBC as part of the ending of the Yen financing arrangement (see Note 5)
and bear interest at GBP libor plus a margin
21
CDB (U.K.) LIMITED
This deferred consideration anses from the onginal acquisition of Anglo Insh Property Lending Limited
A £679,634 provision has not been recognised as a liability as the likelihood of the future liability occurnng
is not considered probable due to losses ansmg in Anglo Insh Property Lending Limited
Amounts owed to group undertaking in the current penod, are pnmarily provided by Anglo Irish Asset Finance pic
The ¥201 billion loan is provided by AIAF as part of the ending of the Yen financing arrangement (see Note 5) and
bears interest at JPY libor plus a margin
Amounts owed to parent undertaking after one year in the prior penod, were provided by Anglo Irish Bank
Corporation Limited The facilities were provided by AIBC to enable the Company to fund its investment in
Anglo Insh Treasury Financing Limited and bear interest at GBP libor plus a margin These were repaid dunng
the current period
The amount owing to group undertaking longer than a year in prior penod is provided by CDB Investments
Limited, and is interest free, with no fixed terms of repayment
15 DEFERRED TAXATION
There is a potential deferred tax liability of £148,663,857 which could arise on a disposal of Anglo Insh Treasury
Financing Limited This has not been recognised as it is not expected that this will anse in the foreseeable future
I
22
CDB (U.K.) LIMITED
On 10 October 2008 the sterling authonsed share capital of the Company was increased to £750,000,000 by the
creation of 500,000,000 ordinary shares of £1 each
On 18 November 2008 the sterling authonsed share capital was increased to £3,750,000,000 divided into
3,700,000,000 ordinary shares of £1 each and 50,000,000 redeemable preference shares of £1 each On the
18 November 2008, 1,000,000,000 ordinary shares of £1 each were issued at par and subscnbed by Anglo Insh
Bank Corporation Limited, the parent company, thereby increasing sterling ordinary share capital by
£1,000,000,000 to £1,199,749,995
(182,439,182) 4,363,726
The Company is subject to a vanety of nsks and uncertainties in the normal course of its business activities The
pnncipal nsks and uncertainties facing the Company relate to credit nsk on its monetary asset and investments in
subsidianes, liquidity nsk for payment obligations on its loans and borrowings and market nsk ansing from the
structure of the Statement of Financial position The other nsks facing the Company are compliance and
operational nsks
23
CDB (U.K.) LIMITED
A key objective for the Anglo Insh Bank Corporation Limited ('AIBC') group, including the Company, over the next 5
years is to reduce the nsk profile of the business This note descnbes the nsk management and control framework in
place in the AIBC Group and sets out the key nsks which could impact the Company and AIBC Group's future results
and financial position A more detailed analysis of the AIBC Group Risk Management Framework, nsk appetite, nsk
strategy and overall structure is provided m note 51 of the Annual report and Accounts 2009 of AIBC which are
available as detailed in note 20 of these Financial Statements
In order to effectively minimise the impact of these nsks, the directors place significant reliance on the Group
processes and nsk management framework of the vanous committees and control functions of the parent, AIBC
In particular, the AIBC Risk and Compliance Committee oversees nsk management and compliance covenng credit,
market, liquidity and operational nsk The directors of AIBC and the Company delegate their monitonng and control
responsibilities to the AIBC Group Credit Committee for credit matters and to the AIBC Group Asset an Liability
Committee ("AIBC ALCO") for market nsk and liquidity nsk matters The members of these committees include senior
management and non-executive directors from throughout the AIBC Group and are supported by a dedicated AIBC
Group Risk management function ("AIBC Group Risk Management")
AIBC Group Risk Management, AIBC Group Finance and AIBC Group Internal Audit are central core functions of the
AIBC Group, independent of line management, whose roles include monitonng the Company's activities to ensure
compliance which financial and operating controls The general scheme of nsk management, financial control and
operational control is designed to safeguard the Company's assets while allowing sufficient operational freedom for
the business units to earn a satisfactory return for shareholders
Credit risk
Credit Risk is the risk that the Company will suffer financial loss from a counterparty failure to pay interest, repay
capital or meet a commitment The Company's pnmary financial asset is an investment in the preference shares of
Anglo Insh Treasury Financing Limited, for which it receives dividend income Other financial assets are non - quoted
investments in subsidiaries and loans to parent undertaking and other group companies The Company is therefore
only exposed to the credit nsk of other group companies of AIBC or to AIBC to itself
Risk concentration
As the Company's pnmary investment is in Anglo Insh Treasury Financing Limited, a fellow group subsidiary of
CDB (U K ) Limited, the Company does nol have an exposure to any other underlying industry or geographic sectors
other than the financial services and real estate investment sectors
The following table presents the Company's maximum exposure to credit nsk before collateral and other credit
enhancements
2009
Exposure in the Statement of Financial position £
Investment in subsidianes - at cost net of impairment 1,138,801,541
Investment in preference shares of subsidianes 1,357,592,623
1
Other assets - loans to group and parent undertaking 527,335,742
Total 3,023,729,906 ii
- •
ii
Market risk
Market nsk is the potential adverse change in income or the value of the net worth ansing from movements in
interest rates, foreign exchange rates or other market pnces Market nsk anses from the structure of the Statement
of Financial position Market risk primanly arises from exposure to changes in interest rates and foreign exchange
rates
CDB (U.K.) LIMITED
The Company's pnmary financial asset is denominated in Japanese Yen This is matched by a Japanese Yen loan
received from Anglo Irish Asset Finance pic in the current penod As such the Company does not have any significant
summanses the foreign exchange exposure of the Company
Liabilities
Loans and borrowings 107,213 1,360,348,008 1,360,455,221
Other liabilities 256,165 256,165
Total liabilities - 363,378 1,360,348,008 1,360,711,386
Shareholder's equity
Share capital 8,585,000 1,245,199,995 - 1,253,784,995
Retained profits 409,233,525 409,233,525
Shareholders' funds 8,585,000 1,654,433,520 - 1,663,018,520
Total shareholders' equity and liabilities 8,585,000 1,654,796,898 1,360,348,008 3,023,729,906
Liabilities
Loans and borrowings 1,004,870,527 1,004,870,527
Other liabilities 1,227,350 1,227,350
Total liabilities - 1,006,097,877 - 1,006,097,877
Shareholder's equity
Share capital 8,585,000 245,199,995 - 253,784,995
Retained profits 58,700,284 58,700,284
Shareholders' funds 8,585,000 303,900,279 312,485,279
Total shareholders' equity and liabilities 8,585,000 1,309,998,156 1,318,583,156
The Company's financial assets and liabilities have interest rates that reset at the same time and under the same basis,
thus eliminating interest rate nsk in the Company Consequently there is no interest rate sensitivity analysis performed
An interest rate re-pncing table is provided in Note 20 of these Financial Statements
25
CDB (U.K.) LIMITED
Liquidity nsk
Liquidity nsk is the nsk that the Company does not have sufficient financial resources available at all times to meet
its contractual and contingent cashflow obligations or can only secure these resources at excessive cost
It is the Company's policy to ensure that resources are available at all times to meet the Company's or its subsidianes
obligations arising from the drawdown of customer facilities and asset expansion This is achieved through a commitment
from AIBC to continue to provide financial resources for the foreseeable future and at least until the 31 July 2011
All surplus cash is transferred and placed with AIBC on a daily basis by the Company and any cash requirement are drawn
from AIBC daily Consequently, the Company does not carry any independent liquidity for its own purpose and is totally
dependent on AIBC for ongoing support
Liquidity nsk is measured using the cash flow mismatch approach where cash inflow and outflow are analysed to
produce a net cash flow position over set time penods
The following tables present the cash flows payable by the Company under financial liabilities by remaining contractual
matunties at the Statement of Financial position date
31 December 2009
Over three Over one
months but year but
Not more not more not more Over
than three than one than five five
months year years years Total
£ £ £ £ £
Financial liabilities
Loans and borrowings 20,189,763 - 80,759,052 1,360,455,221 1,461,404,036
Other liabilities - 256,165 - 256,165
Total financial liabilities 20,189,763 256,165 80,759,052 1,360,455,221 1,461,660,201
Undated loans and borrowings have been included in amounts matunng over 5 years
30 September 2008
Over three Over one
months but year but
Not more not more not more Over
than three than one than five five
months year years years Total
£ £ £ £ £
Financial liabilities
Loans and borrowings 25,452,911 - 101,811,644 1,004,870,527 1,132,135,082
Other liabilities - 565,224 661,990 - 1,227,214
Total financial liabilities 25,452,911 565,224 102,473,634 1,004,870,527 1,133,362,296
Operational risk
Operational nsk represents the nsk that failed or inadequate controls and processes, unauthonsed activities, people or
systems failure, or exposure to external events could result in unexpected losses The nsk is associated with human
error, systems failure, and inadequate controls and procedures Due to the limited nature of the Company's activities it
is difficult for the Company to suffer an operational error
The management of operational nsk is monitored by the AIBC Group Risk Management and by the directors
26
CDB (U.K) LIMITED
Compliance nsk
The directors are responsible for ensunng that the Company is compliant with all relevant laws and good
practice guidelines Non compliance can give nse to reputational loss, legal or regulatory sanctions or matenal
financial loss
The AIBC Group Risk and Compliance has oversight of all compliance issues for the AIBC Group, including this Company
Capital management
The objectives of the Company's capital management policy are to efficiently manage the capital base to
optimise the return of the Company
The responsibility for capital adequacy rests with the directors The directors manage the capital structure and
make adjustments to it in light of changes in economic conditions or changes in the nsk profile of assets
Total capital has grown during the year due to an increase in issued share capital of £1,000,000,000 Further
detail is provided in Note 15 of these Financial Statements Retention of profits has also increased capital in the
penod
The following table represents the carrying amount and the fair value of the Company's financial assets and financial
liabilities at the year-end
Financial liabilities
Loans and borrowings 1,360,455,221 1,360,455,221 1,004,870,527 1,004,870,527
Other liabilities 256,165 256,165 1.227,350 1,227,350
1.360.711.386 1.360.711.386 1.006.097.877 1.006.097.877
The directors believe that the fair value of financial assets and liabilities approximate to their current value The
Financial assets' fair value has been determined utilising a permanent impairment review methodology whereas the
Financial liabilities have an indeterminate repayment date and the fair value is thus considered to be current value
27
CDB (U.K.) LIMITED
Liabilities
Loans and borrowings (1,360,348,008) (107,213) (1,360,455,221)
Other liabilities (256,165) (256,165)
Total liabilities (1,360,348,008) (363,378) (1,360,711,386)
Shareholders' equity
Share capital (1,253,784,995) (1,253,784,995)
Retained profits (409,233,525) (409,233,525)
Total shareholders' equity - - (1,663,018,520) (1,663,018,520)
28
CDB (U.K.) LIMITED
Liabilities
Loans and borrowings (1,004,763,314) (107,213) (1,004,870,527)
Other liabilities (1,227,350) (1,227,350)
Total liabilities (1,004,763,314) (1,334,563) (1,006,097,877)
Shareholders' equity
Share capital (253,784,995) (253,784,995)
Retained profits (58,700,284) (58,700,284)
Total shareholders' equity (312,485,279) (312,485,279)
Cumulative interest rate repricing gap 56,080,971 56,080,971 56,080,971 56,080,971 56,080,971
29
CDB (U.K.) LIMITED
Financial Liabilities
Loans and borrowings -
1,360,455,221 1,360,455,221
Other liabilities - - 256,165 256,165
Total liabilities 256,165 - 1,360,455,221 1,360,711,386
The above table breaks down the Company's financial assets and liabilities by remaining contractual matunty The matunty profile for those assets and liabilities defined as 'financial'
has been determined in accordance with groupings that are considered most appropnate for those particular assets and liabilities
Undated loans and borrowings and investments in subsidianes have been included in amounts matunng over 5 years
30
CDB (U LIMITED
Financial Liabilities
Loans and borrowings 1,004,870,527 1,004,870,527
Other liabilities 565,224 661,990 1,227,214
Total liabilities 565,224 661,990 1,004,870,527 1,006,097,741
The above table breaks down the Company's financial assets and liabilities by remaining contractual matunty The matunty profile for those assets and liabilities defined as financial'
has been determined in accordance with groupings that are considered most appropnate for those particular assets and liabilities
Undated loans and borrowings and investments in subsidianes have been included in amounts maturing over 5 years
31
CDB (U.K.) LIMITED
22 Parent Company
The Company is incorporated in England and Wales and is a wholly owned subsidiary of Anglo Insh Bank Corporation
Limited, a company incorporated in the Republic of Ireland The Company's financial statements have been consolidated
only in the group financial statements of the parent company and a copy of these financial statements are available
from Anglo Insh Bank Corporation Limited, Stephen Court, 18/21, St Stephen's Green, Dublin 2, Ireland or at
www anglomshbank com/investors
The Company provided loans to other group entities The balance on these loans is £13,202,618 (2008 £1,363,725)
No Interest was charged on these loans
CDB Investments Limited has also provided loans to the Company of £107,213 (2008 £107,213) but does not charge
interest on these loans Anglo Insh Asset Finance has provided loans to the Company of £1,360,348,008 (2008 £Nil) AIAF
charged interest to the Company of £20,189,763 in the penod (2008 £Nil)
AIBC provided loans in the pnor year to the Company of £1,004,763,314 and charged interest to the Company in the prior
penod of £25,542,911
NAMA has no direct impact on the Company However two of the Company's subsidiaries, Anglo Irish Asset Finance pic
and Anglo Irish Property Lending Limited will be selling loans to NAMA This may have an impact on the carrying value of
the Company's investments in these subsidianes depending on the level of "haircut" applied by NAMA in the acquisition of
these assets
32