FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
5 SHARE CAPITAL The allotted, issued and fully paid ordinary share capital of the Company at 31 December 2021 is detailed below:
Share capital £m
Share premium £m
Merger reserve £m
Number of £0.10 ordinary shares
Total £m
1,038,128,556 103.8
93.3 487.5 684.6
At 1 January 2021
408,488
– –
0.1
–
0.1
Shares issued in respect of employee share schemes
–
–
(188.0)
(188.0)
Provision for impairment in investment in Group undertakings (see note 2)
At 31 December 2021
1,038,537,044 103.8
93.4 299.5 496.7
At 1 January 2020
1,035,081,664
103.5
93.3
501.2
698.0
Shares issued in respect of employee share schemes
3,046,892
0.3
– –
–
0.3
Provision for impairment in investment in Group undertakings (see note 2)
–
–
(13.7)
(13.7)
At 31 December 2020
1,038,128,556
103.8
93.3
487.5
684.6
The merger reserve is the result of a placing of 94,012,782 ordinary shares in 2019 and the acquisition of 100% of the equity of Partnership Assurance Group plc in 2016. The placing was achieved by the Company acquiring 100% of the equity of a limited company for consideration of the new ordinary shares issued. Accordingly, merger relief under Section 612 of the Companies Act 2006 applies, and share premium has not been recognised in respect of this issue of shares. The merger reserve recognised represents the premium over the nominal value of the shares issued. Consideration for the acquisition of the equity shares of Partnership Assurance Group plc consisted of a new issue of shares in the Company. Accordingly, merger relief under Section 612 of the Companies Act 2006 applies, and share premium has not been recognised in respect of this issue of shares. The merger reserve recognised represents the difference between the nominal value of the shares issued and the net assets of Partnership Assurance Group plc acquired.
6 SUBORDINATED DEBT Details of the Company’s subordinated debt are shown in note 24 to the Group financial statements.
7 RELATED PARTY TRANSACTIONS (a) Trading transactions and balances The following transactions were made with related parties during the year:
Year ended 31 December 2021 £m
Year ended 31 December 2020 £m
Staff costs, Directors’ remuneration, operating expenses and management fees charged by Just Retirement Management Services Limited
14.8
18.1
– –
Loan advances to Just Retirement Limited
175.0 100.0
Loan advances to Partnership Life Assurance Company Limited Interest on loan balances charged to Just Retirement Limited
63.9 19.8
58.3 13.5 90.0
Interest on loan balances charged to Partnership Life Assurance Company Limited
169.0
Dividends from Partnership Assurance Group Limited
The following balances in respect of related parties were owed by the Company at the end of the year:
2021 £m
2020 £m
(0.1) (1.6)
Just Retirement Limited
(0.2) (4.6)
Just Retirement Management Services Limited
The following balances in respect of related parties were owed to the Company at the end of the year:
2021 £m
2020 £m
0.3 0.1 0.7
HUB Financial Solutions Limited
0.3 0.1 0.7
Just Retirement Group Holdings Limited Partnership Life Assurance Company Limited Loan to Just Retirement Limited (including interest)
759.9 253.0
759.2 251.8
Loan to Partnership Life Assurance Company Limited (including interest)
13.0
Amounts owed for Group corporation tax
3.6
(b) Key management compensation Key management personnel comprise the Directors of the Company.
Key management compensation is disclosed in note 36 to the Group financial statements.
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