Refinitiv UK Parent Limited
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DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Registration number: 11273092 Refinitiv UK Parent Limited Annual Report and Financial Statements for the Year Ended 31 December 2019 DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Refinitiv UK Parent Limited Contents Strategic Report 1 to 3 Directors' Report 4 to 7 Independent Auditor's Report 8 to 13 Profit and Loss Account 14 Statement of Financial Position 15 Statement of Changes in Equity 16 Notes to the Financial Statements 17 to 39 DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Refinitiv UK Parent Limited Strategic Report for the Year Ended 31 December 2019 The directors present their strategic report and the audited financial statement for the financial year ended 31 December 2019. Definitions As used in this annual report, the "Group" and "Refinitiv" refers to the Refinitiv Holdings Limited and its subsidiary undertakings, including joint ventures and associates. The "Company" refers to Refinitiv UK Parent Limited. Fair review of the business The principal activity of the Company is to act as a holding company and as a group treasury company. The Company was incorporated on 23 March 2018 and comparative numbers for the previous year have been presented accordingly. The loss for the financial period amounted to $161,960,000 (2018: $32,410,000). As at 31 December 2019, the Company has a net asset position of $2,589,659,000 (2018: $2,701,767,000). Principal risks and uncertainties As a holding company, the principal risks and uncertainties are limited to its investment portfolio. The Company may be required to take future impairment charges that would reduce the reported assets and earnings as a result of realising the underlying assets. Status of Brexit and potential impact The UK left the EU on 31 January 2020. On February 1, the UK entered into a transition period, during which it will continue to apply and be bound by all EU laws. The transition period will last until 31 December 2020. It remains unclear how Brexit will affect the country’s trading relationships, corporate taxation policy, the movement of people, and regulatory affairs in the long-term. The directors have considered the impact of the UK leaving on the financial, regulatory and legal environment and concluded that it would depend on the nature of arrangements agreed. These arrangements are difficult to predict as the UK’s future relationship with the EU is still to be finalised in 2020 and potentially beyond. Until these terms are finalised, it is not possible to determine the impact on the economic conditions in the UK and on the Company. Refinitiv as an organization has been assessing the impact of Brexit on its businesses. Wherever required, the Group has been taking steps to mitigate any potential impact, including by strategically creating new entities where relevant. As Brexit brings with it uncertainties as to the laws that shall be adopted / repealed, the Company has designed its policies and procedures to ensure the Company remains compliant with applicable laws. All of the risks referred to above are mentioned and managed by the directors through control processes in operation. Given the nature of the business, the Company’s directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business. Page 1 DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Refinitiv UK Parent Limited Strategic Report for the Year Ended 31 December 2019 (continued) Covid-19 On 11 March 2020 the World Health Organization labelled the public health emergency situation caused by the coronavirus (COVID-19) outbreak a global pandemic. The rapid escalation of events, in both the United Kingdom and worldwide, is resulting in an unprecedented health crisis that will have an impact on the macroeconomic environment and business evolution. To tackle the issue, the United Kingdom issued orders to stay at home, closed certain businesses and venues, prohibited public gatherings, and other guidelines. Refinitiv Holdings Limited, the parent company of the Group, has responded to this in a variety of ways to ensure minimal disruptions to services provided to clients and the wellbeing of employees as far as possible. Most of its staff are currently working from home, except for essential staff that must be in the office. The Company is closely monitoring its technology infrastructure due to the changing requirements of employees working from home and the increased client activity and trading volume on the Group’s platforms. Section 172 (1) Statement Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this section 172(1) requires a director to have regard, amongst other matters, to the: a) likely consequences of any decisions in the long-term; b) interests of the company’s employees; c) need to foster the company’s business relationships with suppliers, customers and others; d) impact of the company’s operations on the community and environment; e) desirability of the company maintaining a reputation for high standards of business conduct, and f) need to act fairly as between members of the company. In discharging their duties under section 172 of the Act the directors have regard to the matters set out in (a) to (f) above. As the Company does not have any employees, suppliers or customers and acts as a holding company within the Refinitiv group, points (b), (c) and (d) are not wholly relevant but the directors are still mindful of these factors as they pertain to the Group. The directors also have regard to other matters which we consider relevant to the decisions being made, for example in the Company’s role as group treasury company, we aim to support the smooth operation of the core businesses of the Refinitiv Group companies, and to bring certainty with respect to treasury matters as well as mitigate risk. The directors have a process in place for them to take account of relevant matters in their decision-making, and the directors ensure the decisions are aligned with the Group’s purpose, vision and values together with its long-term strategic priorities. Page 2 DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Refinitiv UK Parent Limited Strategic Report for the Year Ended 31 December 2019 (continued) As directors of a Refinitiv group company the directors are provided with induction materials including the Corporate Secretarial Guide for Subsidiary Directors, Officers and Others which covers duties and responsibilities as a director of a Refinitiv company in addition to other key principles for directors and officers of Refinitiv entities. The Refinitiv Code of Business Conduct and Ethics is a personal and professional commitment to hold all employees, including all of them who are directors of Refinitiv UK Parent Limited, up to the highest standards in how the directors work with each other, Refinitiv's customers and its resources. The directors along with all Refinitiv personnel are required to acknowledge the Code, and complete dedicated training each year or each time the Code is updated to demonstrate their understanding of the Code's requirements. During the period the directors received information to help them understand the interests and views of the Company’s key stakeholders and other relevant factors when making decisions. This information was distributed in a range of different formats. Shareholders The Company is a wholly owned indirect subsidiary of Refinitiv Holdings Limited whose board is made up of representatives from its shareholders, including private equity funds managed by Blackstone and its co-investors and from Thomson Reuters. Through this engagement the directors feel there is effective dialogue with and input from the Company’s ultimate shareholders. Approved by the Board of Directors on 11 August 2020 and signed on its behalf by: ......................................... Timothy Knowland Director Page 3 DocuSign Envelope ID: 03AE1696-6072-4AFF-8189-06C441DF1ED5 Refinitiv UK Parent Limited Directors' Report for Year Ended 31 December 2019 The directors present their annual report and the audited financial statements for the year ended 31 December 2019. Directors of the Company The directors of the Company who were in office during the year and up to the date of signing of financial statement were as follows: Peter Thorn Timothy Knowland Maria Cassidy (resigned 4 March 2019) There are no indemnities in place for the directors. Refinitiv Holdings Limited has a Directors' & Officers' Liability Insurance Policy in place for the group. Future development The directors do not envisage any changes to the nature of the business in the foreseeable future. However, on 1 August 2019, the shareholders of Refinitiv Holdings Limited, the parent company of the Refinitiv group of companies, agreed definitive terms with the London Stock Exchange Group plc (LSEG) to acquire the Refinitiv business in an all share transaction. The transaction is subject to regulatory approvals and certain other closing conditions. Upon the closing of the transaction, Refinitiv shareholders will ultimately hold an approximate 37 percent economic interest in LSEG and less than 30 per cent of the total voting rights of LSEG. Completion of the transaction is expected to occur during the second half of 2020. Dividends The directors of the Company recommend $Nil (2018: $Nil) dividends. The directors of the Company have not proposed any dividends up to the date of signing of the financial statements (2018: $Nil). Post balance sheet event The Company has concluded that Covid-19, of which the principal risks and uncertainties are discussed in the Strategic Report, is a non-adjusting event which does not require any adjustment to the financial statements for the year ended 31 December 2019.