Just group PLC | Annual Report and accounts 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
35 GROUP ENTITIES continued
Registered offices Reigate office: Enterprise House Bancroft Road
Belfast office:
South Africa office:
3rd Floor, Arena Building
Spaces – Waterfront, Dock Road Junction Corner of Stanley and Dock Road
Ormeau Road Belfast BT7 1SH
Reigate, Surrey RH2 7RP
Waterfront Cape Town 8001
Jersey office: 44 Esplanade
Portsmouth office:
Building 3000, Lakeside North Harbour
St Helier
Portsmouth
Jersey JE4 9WG
Hampshire PO6 3EN
Consolidated structured entities In November 2020 the Parent Company invested in a cell of a Protected Cell Company, White Rock Insurance (Gibraltar) PCC Limited. 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. In December 2021 the Group invested in a controlling interest in a Jersey Property Unit Trust (“JPUT”). 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 and as such the investment by the Group does not represent a business combination (see note 15). 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 based on the investment proportion held by the Group. 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 ground rents. As at 31 December 2022 the Group’s interest in unconsolidated structured entities, which are classified as investments held at fair value through profit or loss, are shown below: 2022 £m 2021 £m Loans secured by commercial mortgages 583.7 677.8 Loans secured by ground rents 246.9 189.7 Asset backed securities 7.0 9.5 Investment funds 399.2 301.8 Liquidity funds 1,174.4 1,310.5 Total 2,411.2 2,489.3 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. 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. On 17 August 2018 the Group acquired 75% of the ordinary share capital of HUB Pension Consulting (Holdings) Limited (formerly Corinthian Group Limited). On 22 September 2021 the Group acquired the remaining 25% of the ordinary share capital at a cost of £52,659.80. The non-controlling interests of the minority shareholders of Spire Platform Solutions Limited of £0.6m have been recognised in the year. Associates During the year the Group invested £196m for 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. In December 2022 the Group invested £1m for a 13% equity stake in Comentis Ltd, incorporated and registered in England and Wales with company number 13061362 whose registered office is at Henleaze House, Harbury Road, Bristol, England, BS9 4PN.
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