216 | Just Group PLC | Annual Report and Accounts 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
36. GROUP ENTITIES continued Registered offices Reigate office:
Belfast office:
South Africa office:
Enterprise House Bancroft Road
3rd Floor, Arena Building
Office G01, Big Bay Office Park 16 Beach Estate Boulevard, Big Bay
Ormeau Road Belfast BT7 1SH
Reigate, Surrey RH2 7RP
Western Cape 7441
Jersey office (PAG):
Portsmouth office:
44 Esplanade
Building 3000, Lakeside North Harbour
St Helier
Portsmouth
Jersey JE4 9WG
Hampshire PO6 3EN
Consolidated structured entities The Group holds an investment in a cell of a Protected Cell Company, White Rock Insurance (Gibraltar) PCC Limited, 913 Europort, Gibraltar, GX 11 1AA. Financial support provided by the Group is limited to amounts required to cover transactions between the cell and the Group. Just is the cell owner of the individual protected cell and owns the single insurance share associated with the cell. The Group has provided £10m financial support in the form of a letter of credit. The Group holds a controlling interest in a Jersey Property Unit Trust (JPUT), Pineyard Unit Trust, Pineyard Trustee 1 Limited, 47 Esplanade, St Helier, Jersey JE1 0BD. The Group has determined that it controls the JPUT as a result of the Group’s ability to remove the Trustees; other than the Group and the Trustees there are no other parties with decision making rights over the JPUT. The Group has taken the option within IFRS 3 “Business Combinations” to apply the concentration test to determine whether the JPUT represents a business within the scope of IFRS 3. The conclusion of the concentration test is that the assets of the JPUT are concentrated in the single identifiable asset of the investment property, which the Trust is not permitted to dispose except on termination, and as such the investment by the Group does not represent a business combination (see note 18). The Group has consolidated the results of the JPUT; any excess of investment purchase price over the fair value of the assets acquired is allocated against the identifiable assets and liabilities in proportion to their relative fair values; goodwill is not recognised. Unconsolidated structured entities The Group has interests in structured entities which are not consolidated as the definition of control has not been met. Interests in unconsolidated structured entities include investment funds and liquidity funds and loans granted to special purpose vehicles (“SPVs”) secured by assets held by the SPVs such as commercial mortgages and long income real estate. As at 31 December 2023 the Group’s interest in unconsolidated structured entities, which are classified as investments held at fair value through profit or loss, is shown below: 2023 £m 2022 £m Loans secured by commercial mortgages 764 584 Long income real estate 779 247 Asset backed securities 7 7 Investment funds 495 399 Liquidity funds 1,141 1,174 Total 3,186 2,411 The Group’s exposure to financial loss from its interest in unconsolidated structured entities is limited to the amounts shown above. The Group is not required to provide financial support to the entities, nor does it sponsor the entities, or intend to do so. Non-controlling interests On 4 July 2018 the Group subscribed to 33% of the ordinary share capital of Spire Platform Solutions Limited. The Group has majority representation on the Board of the company, giving it effective control, and therefore consolidates the company in full in the results of the Group. The Group has no material non-controlling interests; the loss attributable to non-controlling interests in the year was £0m (2022: £0m). Associates The Group holds a 60% equity stake in a Guernsey Property Unit Trust (GPUT) “TP2 Unit Trust”, M&G (Guernsey), PO Box 156, Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 4EU. The GPUT is a structured entity as voting rights are not the determining factor in assessing which party controls the entity. Although the Group has a majority equity stake, the decisions regarding the relevant activities of the GPUT are made by the Trustee. Each investor holds veto rights, however these are not proportionate to the equity holding and as such the veto rights do not give any investor more power than any other investor. The Group accounts for this investment as an Associate using the equity method. All other associates are immaterial.
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