STRATEGIC REPORT
GOVERNANCE
financial statements
4 FINANCIAL INVESTMENTS continued In the fair value hierarchy, units in liquidity funds are all classified as Level 1. There have been no transfers between levels during the year.
5 SHARE CAPITAL The allotted, issued and fully paid ordinary share capital of the Company at 31 December 2022 is detailed below:
Merger reserve £m 299.5
Share premium £m
Total £m
Number of £0.10 ordinary shares 1,038,537,044
Share capital £m
103.8
93.4
496.7
At 1 January 2022
165,888
0.1
0.1
–
0.2
Shares issued in respect of employee share schemes
At 31 December 2022
1,038,702,932 1,038,128,556
103.9 103.8
93.5 93.3
299.5 487.5
496.9 684.6
At 1 January 2021
Shares issued in respect of employee share schemes
408,488
– –
0.1
–
0.1
Provision for impairment in investment in Group undertakings (see note 2)
–
–
(188.0)
(188.0)
At 31 December 2021 496.7 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. 1,038,537,044 103.8 93.4 299.5
6 SUBORDINATED DEBT Details of the Company’s subordinated debt are shown in note 25 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 2022 £m
Year ended 31 December 2021 £m
Staff costs, Directors’ remuneration, operating expenses and management fees charged by Just Retirement Management Services Limited
10.7 63.9 19.8 50.0
14.8 63.9 19.8
Interest on loan balances charged to Just Retirement Limited
Interest on loan balances charged to Partnership Life Assurance Company Limited
Dividends from Partnership Assurance Group Limited
169.0
The following balances in respect of related parties were owed by the Company at the end of the year:
2022 £m
2021 £m
(0.2)
Just Retirement Limited
(0.1) (1.6)
–
Just Retirement Management Services Limited
The following balances in respect of related parties were owed to the Company at the end of the year:
2022 £m
2021 £m
–
HUB Financial Solutions Limited
0.3 0.1 0.7
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
759.9 253.0
Loan to Partnership Life Assurance Company Limited (including interest)
13.0
Amounts owed for Group corporation tax
13.0
(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.
189
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