Peel Ports Shareholder FinanceCo Directors' Report & Financial Statements (2011)

"
PEEL PORTS SHAREHOLDER

FINANCECO LIMITED
Report and Financial Statements
For the year ended 31 March 2011
Company Regtstratmn No 5965116
A51 19/1212011
COMPANIES HOUSE
#183
PEEL PORTS SHAREHOLDER FINANCECO LIMITED
REPORT AND FINANCIAL STATEMENTS 2011
CONTENTS
Officers and professional adv1sers
Directors' report
responsibilities statement
Independent auditor's report
Consolidated profit and loss account
Consolidated statement of total recognised gains and losses
Reconciliation of movements m Group shareholder's deficit
Balance sheets
Consolidated cash flow statement
Reconciliation of Group cash flows to movement in net debt
Notes to the financial statements
Page
1
2
7
8
9
10
10
ll
12
12
13
OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS
TEAlhson
P J Hosker
H M M Mackenzie
J B McCarthy
J Whlltaker (Chairman)
M Whitworth
SECRETARY
C R Marnson Gill
REGISTERED OFFICE
Marihme Centre
Port of Liverpool
Liverpool
L21 lLA
BANKERS
The Royal Bank of Scotland PLC/
Nahonal Weshnmster Bank PLC
22 Castle Street
Liverpool
L20UP
AUDITOR
Delmtte LLP
Chartered Accountants and Statutory Auditor
Liverpool
Umted Kmgdom
DIRECTORS' REPORT
The directors present their report and the audited financial statements of the Company and the Group for the year
ended 3 I March 20 I I
PRINCIPAL ACTIVITIES
The Company acts as an mtermedmte holdmg company w1thm the Peel Ports Holdmgs (Cl) Lumted group of companies
The pnnc1pal activities of the Group are the provision of port facilities and cargo handlmg and marme related
services together With the operatiOn of sh1ppmg and freight forwardmg busmesses. The subsidianes and jomt
ventures pnnc1pally affectmg the profits or net assets of the Group m the year are hsted m note 34 to the fmancial
statements
RESULTS AND DIVIDENDS
The results for the year and the Group's financial position at the end of the year are shown m the fmanc1al
statements, and are discussed further m the busmess review below
The directors proposed and paid mterun dividends of 23,000,000 (20 I 0 24,000,000) No fmal dlVldend IS
proposed (2010 ml)
SUBSEQUENT EVENTS
On 27 May 2011 the Group acqmred the De Facto 1693 Limited group of companies from RREEF Pan European
Infrastructure Two Lux S a r I and Peel Land (No 2) Limited for cash consideratiOn of 14 million The De Facto
1693 group owns property m Hebbum, Tyne and Wear, and Falmouth, Cornwall, which 11 leases to third parties
The acquiSitiOn was financed by a 11 million loan from the Company's Immediate parent undertakmg, Peel Ports
Holdmgs (Cl) Lun1ted, and new loan notes of I 5m each Issued by the Company to the two mvestor companies m
Peel Ports Holdmgs (Cl) Limited
REVIEW OF BUSINESS, DEVELOPMENTS AND PROSPECTS
Summary of results
The results for the year and the previous year, are summonsed m the table below
Contmumg OperatiOns: 2011 2010
'000 '000
Turnover 358,899 362,469
Gross profit l19,054 l14,066
EBITDAI 130,223 121,141
Group operatmg profit 76,833 65,129
Change
'000 %
(3,570) (I 0)
4,988 44
9,082 75
I I, 704 18 0
The Group's results and financial position are set out m the consolidated profit and loss account and balance sheets
respectively
Turnover for the year ended 31 March 20 I 0 m eludes 5,635,000 arismg from the substantial completiOn of services
provided under the terms of ex1stmg contractual arrangements The directors consider that no further obligatiOns
anse given that all services have been rendered and the likelihood of future remstatement of activities IS remote
Durmg the year, the Group d1scontmued the mtematmnal sh1ppmg services of Its subsidiary, Seawmg Landguard
Internatwnal Limited ("Seawmg"), havmg closed Its fre1ght-forwardmg busmess m the year ended 31 March 2010
Turnover for this subsidiary was 4,487,000 (2010 15,938,000) with a profit before tax of 507,000 (2010 loss of
I, 764,000) Although this subsidiary has ceased tradmg, It does not meet the defmii!on of a d1scontmued segment
for the purposes of presentation m the profit and loss account
1
EBITDA IS total operatmg profit before depreciatiOn, amortisation, grant mcome and operatmg exceptional Items,
and after other finance mcome ar1smg from the penswn asset and after mmonty mterests
2
'
DIRECTORS' REPORT (CONTINUED)
Net habthttes were 449,355,000 at 31 March 2011 (2010 434,838,000) In addttton to the profit for the fmanctal
year of 3,459,000 (2010 2,055,000), the net defictt posttton has changed pnmanly because of an actuartal gaiD,
net oftax, relatiDg to the Group's defined benefit penston schemes of 4,902,000 (2010 loss of 9,663,000) and the
payment of mtenm divtdends on ordiDary shares of 23,000,000 (20 I 0 24,000,000)
Detatls of operatmg and non-operatmg excepttonalttems can be found m notes 6, 7 and 8
Summary of key performance mdtcators
The dtrectors use dtvtstonal armual budgets aggregated IDto a Group budget as the basts for measurmg Group
perfonnance In addttton, the Group prepares three year rollmg forecasts and a five year strategtc plan from a
parttctpattve process
The dtrectors momtor the progress of the overall Group strategy and the mdtvtdual strategtc elements by reference
to certaiD financtal and non-financtal key perfonnance mdtcators for the contmuiDg busmess operattons
Absolute %
2011 2010 Change Change Method of calculation
Year on year change ID
Turnover ('000) 358,899 362,469 (3,570) (I 0) turnover
Ralto of gross profit to
turnover expressed as a
Gross profit margiD 33 2% 31 5% 1 7% 54 percentage
Trade debtors net of
Investment m trade debtors as prOVISIOns as a percentage of
a percentage of turnover 13 5% 147% (I 2%) (8 2) turnover
Turnover dtvtded by average
Turnover per employee ('000) 304 9 2709 34 0 12 6 number of employees
Tonnage throughput
Year on year change ID
UK Ports (SHA) (mtlhons) 57 0 509 6 I 12 0
tonnage usiDg standard
Insh Tennmals (mtlhons) 26 27 (0 I) (3 7) tonnage measures for the
Shtpp1Dg {mtlhons) 27 24 03 12 5
Ports IDdustry
statutory Harbour Authonty
As referred to above, turnover for the year ended 31 March 2010 benefitted from the recogmtton of revenue of
5,635,000 under contractual arrangements where no further obhgattons extst In addttton, the Group dtscontiDued
the mternaltonal shtppmg servtces ofSeawmg, whtch contrtbuted 4,487,000 (2010 15,938,000) to turnover ID the
year
The year on year changes ID key performance IDdtcators dtsclosed above for turnover, IDVestrnent ID trade debtors
and turnover per employee are based on turnover as recorded m the profit and loss account ExcludiDg the effects of
the closure of Seawmg, turnover and tonnage throughput have IDcreased year on year, whtch reflects the recovery ID
the wtder global economy and Improvements ID market share Htgher volumes, better sales mtx and the reahsed
benefits of the Group's restructurmg exerctses resulted ID tmproved gross rnargm and operaltonal effictency
Contmued focus on the colleclton of trade debtors has seen a year on year decrease ID the IDvestment ID trade
debtors as a percentage of turnover
3
Port operatiOns
The level of busmess activity for the port operations has been satisfactory m the current economic climate It IS
anticipated that the present level of activity will Improve over the next 12 months
PRINCIPAL RISKS AND UNCERTAINTIES
It IS now Widely understood that the pnnc1pal challenges facmg UK busmesses relate to those generated by the
global economic downturn The resultmg lack of hqmd1ty m the financial markets reduced the ab1hty of mdividuals
and busmesses to borrow money and this ultimately led to a lack of demand m the global marketplace Although
economic recovery appears to be m progress, the outlook remams uncertam
Peel Ports Shareholder FmanceCo Limited and Its subs1d1anes operate as the Statutory Harbour Authonty for the
Port of Liverpool, the Manchester Ship Canal, the River Medway, the Clydeport area, Ardrossan Harbour, Twelve
Quays at B1rkenhead Docks and Heysham Port They also provide port facilities, freight forwardmg and cargo
handling services m Glasgow, Greenock, Hunterston, Dublm and Belfast Sh1ppmg and transport services to the UK,
the Republic of Ireland and Europe are provided by the sh1ppmg and freight forwardmg subs1dmnes
Despite the contmumg uncertamty m the global economic environment, the results for the year have Improved,
which IS largely attributed to the benefit of a strong and diverse portfolio of customers and service provision
Although several European ports have been hit by the global decline m contamer volumes, Peel Ports Group IS not
as reliant on contamer handling as many other port busmesses With Its strong and diverse service offenng, the
Group contmues to show greater rest hence m the current environment
Operatwnal nsks
The regwnal ports with m the Group each form part of a wider transport mfrastructure The key operational nsk and
uncertamty relates to the dependency upon the economic activity of the busmesses and consumers w1thm an
economic geographic proxumty of the ports These consumers and busmesses generate the trade which flows
through the ports and when they are subJect to economic cycles or, at the extreme, to failure there IS an unavOidable
Impact on the port
The mitigation ofth1s nsk comes from the wide and diverse nature of customers, markets and products served by the
ports This has the effect of mimmismg the Impact of a particular cycle or busmess failure and mdeed one trade can
hedge agamst another
In additiOn, the nature of the ports mdustl)' IS such that the work undertaken reqmres employees and contractors to
be totally aware of their workmg environment as there IS always the posSibility of accidents occurrmg Some of the
cargoes which are handled are dangerous and need to be handled m accordance with specific procedures The Group
has emergency plans m place which are reviewed and updated where necessary In additiOn, trammg and safety
gmdance IS provided to all employees and contractors workmg m the ports
Fmancw/ nsks
The key financial nsk anses from the level of long term debt held by the Peel Ports Shareholder FmanceCo Limited
Group ("Group") and the mterest ansmg !hereon The Group's long term debt, amountmg to 1,182,679,000, falls
due for repayment between 31 December 2013 and 30 September 2046 In addition the cash flow nsk ar1smg m
connectiOn with mterest charges IS mitigated through the use of mterest swaps Further details on this can be found
m note I9
The directors consider that the combmatwn of the swap mstruments, stable tradmg of the ports bus mess, effective
workmg capital management and the m vestment m the asset base assists m managmg the nsks ar1smg from the level
of debt and vanab1 lity m mterest rates
The Group's bank loans and swap mstruments are spread over a large number of banks and w1thm the current
facility agreement there are undrawn funds available
4
The Group IS exposed to translatiOn and transactiOn foreign exchange nsk Transaction exposures, mcludmg those
associated w1th forecast transactions, are hedged when known The Group manages Its foreign exchange exposure
on a net bas1s, and, 1f requrred, uses forward foreign exchange contracts and financial mstruments to reduce the
exposure If the hedgmg actiVIty does not mitigate the exposure, then the results and the financial condltlon of the
Group may be adversely Impacted by foreign currency fluctuatiOns Whilst the a1m IS to achieve an economic hedge,
the Group does not adopt an accounting pohcy of hedge accountmg for these fmanc1al statements The Group
reviews Its exposure to translation nsk ansmg from Its overseas mvestlments on a contmual basis and wdl enter mto
hedges 1f considered necessary
The Group operates defined benefit pensiOn schemes and 1s party to a number of mdustry-w1de defined benefit
schemes Modest changes to the assumptions used to value the schemes' assets and hab1hties can have a s1gmficant
effect on the asset or hab1hty that the Group records The schemes and the assumptions used are more fully
explamed m note 23 of the fmanc1al statements, together with an md1catwn of the sensitiVIty of amounts recorded to
changes m assumptions The Group manages Its responsibihlles with regard to Its defined benefit scheme
arrangements by agreemg contnbutwn rates w1th the trustees of those schemes to enable defiCits to be recovered
over appropnate penods of time At 31 March 2011, the Group balance sheet recorded a pensiOn asset, net of
deferred taxatiOn, of16,081,000 (2010 5,799,000) The year on year mcrease IS pnmanly as a result ofh1gher
asset values
As permitted by FRS!? 'Retrrement benefits', the Pilots NatiOnal PensiOn Fund ("PNPF"), an mdustry-w1de defined
benefit scheme, IS accounted for as If the scheme was a defined contnbutwn scheme Whilst the directors consider 11
hkely that the Group will be requued to fund a share of the deficit of the PNPF, they are currently unable to
determme the quantum of any deficit ar1smg or the share to be borne by the Group until such lime as legal
proceedmgs bemg brought by third parties agamst the trustee of the PNPF are resolved, formal actuarial valuallons
performed, agreement bemg reached on the basis on wh1ch any deficit will be shared between the partiCipatmg
competent harbour authont1es and a recovery plan IS agreed Furthermore, the trustee has md1cated 11 will not
engage with the participatmg competent harbour authonlles m relation to determmmg the quantum of any deficit
and the recovery thereof until the appeal process IS determmed A key Issue of the appeal process concerns the
Judgment as to the respons1b1hty of competent harbour authonlles with self employed p1lots to contribute to the
scheme deficit As explamed m note 23, m 2006 the partiCipatmg bodies for the PNPF agreed a voluntary
arrangement to mcrease contributions m order to reduce the defiCit The directors agreed to make voluntary
contributiOns totalling 3,524,000 payable m mstalments over a 5 year penod In the year ended 31 March 2008, the
pensiOn fund trustee mitiated legal proceedmgs agamst all participatmg competent harbour authonlles as a means to
obtam further contributions to fund the deficit Although th1s voluntary payment plan has lapsed, the provision
retamed by the Group as at 31 March 2011 amounted to 2,029,000 (20 I 0 2,029,000)
Fmancial nsk also arises from credit extended to customers This nsk IS mitigated by usmg strict credit control
procedures, the unposltlon of appropnate credit hm1ts and obtammg thud party credit references
Gomg concern
As referred to m note I to the financial statements, the duectors have a reasonable expectatiOn that the Company has
adequate resources to contmue m operational existence for the foreseeable future and for this reason they contmue to
adopt the gomg concern basis of accountmg m prepanng the annual financial statements
DIRECTORS
The directors who held office dunng the financial year and thereafter, except as noted, were as follows
J Wh1ttaker (Chairman)
TE Alhson
AABarr
S R Baxter
P J Hosker
H M Mackenzie
J B McCarthy
M Wh1tworth
(resigned 9 May 2011)
(resigned 24 June 20 I 0)
(appomted 30 June 2011)
{appomted 30 June 2011)
(appomted 30 June 2011)
5
EMPLOYEES
The Group considers that employee mvolvement 1s essenllal to the contmmng development and success of Its
busmess and uses a vanety of methods to mform, consult and mvolve Its employees The pnmary commumcat1on
channels for employees are w1thm the Group's operatmg umts
Apphcatwns for employment by disabled persons are given full cons1deratwn, havmg regard to the capabiiiiles of
the applicant In the event of employees becommg disabled, every effort 1s made to provide them w1th employment
m the Group and to arrange any necessary re-trammg It 1s the pohcy of the Group that the trammg, career
development and promotiOn of disabled persons should, as far as possible, be Identical to that of a person who does
not suffer from any disability Appropnate access and faciiiiles are also provided for any disabled employees as
required Trammg programmes are m place to ensure that the Group has suitably qualified mdiVIduals to undertake
the various operatiOnal tasks w1thm the Group
CHARITABLE AND POLITICAL CONTRIBUTIONS
Dunng the year, contributiOns by the Group for chantable purposes totalled 81 ,000 (20 I 0 80,000) The Group
made no poht1cal contnbutwns durmg the fmanc1al year (20 I 0 ml)
ENVIRONMENT
The Group IS conscious of the Impact of Its operations on the environment Necessary attentiOn IS g1ven to
environmental Issues particularly when developmg new proJects, refurbiShing ex1stmg properties and cons1dermg
possible acquisitiOns Design consultants are encouraged to promote good environmental performance with
consideratiOn given to environmental nsk, energy consumptiOn, the use of environmentally friendly matenals and
the avOidance of matenals hazardous to health
AUDITOR AND THE DISCLOSURE OF INFORMATION TO THE AUDITOR
Each person who IS a director ofthe Company at the date of approval ofth1s report confirms that
so far as the director IS aware, there IS no relevant audit mformatwn of wh1ch the Company's auditor IS
unaware, and
the director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware
of any relevant audit m formatiOn and to establish that the Company's auditor IS aware of that m formatiOn
Th1s confirmatiOn IS g1ven and should be mterpreted m accordance with the provisions of s418 of the Compames
Act 2006
Delmtte LLP have md1cated their willingness to be reappomted for another term and appropnate arrangements have
been put m place for them to be deemed reappomted as auditors m the absence of an Annual General Meetmg
On behalf of the Board
M Wh1tworth
Director
28 July 2011
6
DIRECTORS' RESPONSIBILITIES STATEMENT
The d1rectors are respons1ble for prepanng the Annual Report and the financ1al statements m accordance w1th
applicable law and regulations
Company law reqmres the directors to prepare financ.al statements for each financ.al year Under that law the
d1rectors have elected to prepare the financ.al statements m accordance w1th Umted Kmgdom Generally Accepted
Accountmg Practice (Umted Kmgdom Accounting Standards and applicable law) Under company law the d1rectors
must not approve the financ1al statements unless they are satisfied that they g1ve a true and falf v1ew of the state of
affa1rs of the Company and of the profit or loss of the Company for that penod In preparmg these financ1al
statements, the directors are reqmred to
select suitable accountmg pollc1es and then apply them consistently,
make judgments and accountmg estimates that are reasonable and prudent,
state whether applicable UK Accountmg Standards have been followed, subject to any matenal departures
d1sclosed and explamed m the financ1al statements, and
prepare the financ1al statements on the gomg concern bas1s unless 1t 1s mappropnate to presume that the
Company w1ll contmue m busmess
The d1rectors are respons1ble for keepmg adequate accountmg records that are suflic1ent to show and explam the
Company's transactions and d1sclose w1th reasonable accuracy at any lime the financ1al pos1t1on of the Company
and enable them to ensure that the financ.al statements comply w1th the Compames Act 2006 They are also
responsible for safeguardmg the assets of the Company and hence for takmg reasonable steps for the prevention and
detection of fraud and other megular111es
7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PEEL PORTS
SHAREHOLDER FINANCECO LIMITED
We have audtted the financJal statements of Peel Ports Shareholder FmanceCo Ltmned for the year ended 31 March
2011 whtch compnse the consohdated profit and loss account, the consohdated statement of total recogmsed gams
and losses, the reconcthalton of movements m group shareholder's defictt, the group and parent company balance
sheets, the consohdated cash flow, the reconcthatwn of group cash flows to movement m net debt and the related
notes I to 34 The financtal reportmg framework that has been apphed m thetr preparatton ts apphcable law and
United Kmgdom Accountmg Standards {Untied Kmgdom Generally Accepted Accountmg Practtce)
Thts report ts made solely to the Company's members, as a body, m accordance wnh Chapter 3 of Part 16 of the
Compames Act 2006 Our audtt work has been undertaken so that we mtght state to the Company's members those
matters we are reqUired to state to them m an audttor's report and for no other purpose To the fullest extent permttted
by law, we do not accept or assume responstbthty to anyone other than the Company and the Company's members as
a body, for our audtt work, for thts report, or for the optmons we have formed
Respecttve responstbthhes of dtrectors and audttor
As explamed more fully m the Dtrectors' Responstbthttes Statement, the dtrectors are responstble for the preparatton
of the financtal statements and for bemg sattsfied that they gtve a true and fatr vtew Our responstbthty ts to audu
and express an opmton on the financial statements m accordance wuh apphcable law and lntematJOnal Standards on
Audttmg (UK and Ireland) Those standards reqUJre us to comply wuh the Audttmg Practtces Board's Ethtcal
Standards for AudJtors
Scope of the audtt of the financtal statements
An audtt mvolves obtammg evtdence about the amounts and dtsclosures m the financtal statements suffictent to gtve
reasonable assurance that the financtal statements are tree from matenal mtsstatement, whether caused by fraud or
error Thts mcludes an assessment of whether the accountmg pohctes are appropnate to the Group's and the parent
Company's ctrcumstances and have been conststently apphed and adequately dtsclosed, the reasonableness of
stgntficant accountmg esttmates made by the dtrectors, and the overall presentation of the financtal statements In
addttJOn, we read all the financtal and non-financtal mformat10n m the annual report to tdenttfy matenal
mconsJstenc1es w1th the audtted financml statements If we become aware of any apparent matenal misstatements or
mcons1stenctes we cons1der the lmphcatJOns for our report
Opm10n on financial statements
In our opm10n the financml statements
gtve a true and fatr vtew of the state of the Group's and the Parent Company's affatrs as at 31 March 2011
and of the Group's profit for the year then ended,
have been properly prepared m accordance wtth Untied Kmgdom Generally Accepted Accountmg Practtce,
and
have been prepared m accordance wtth the reqUirements of the Compames Act 2006
Opmton on other matter prescnbed by the Compames Act 2006
In our opm10n the mformatton gtven m the dtrectors' report for the financtal year for whtch the financtal statements
are prepared IS consistent w1th the financ1al statements
Matters on whtch we are requtred to report by exceptton
We have nothmg to report m respect of the followmg matters where the Compames Act 2006 requtres us to report to
you 1f, m our optmon
adequate accountmg records have not been kept by the Parent Company, or returns adequate for our audn
have not been recetved from branches not vtstted by us, or
the Parent Company financtal statements are not m agreement with the accountmg records and returns, or
certam disclosures ofdtrectors' remuneratiOn specified by law are not made, or
we have not received all the m formatiOn and explanations we requ1re for our aud1t
Patnck Loftus BSc ACA (Semor Statutory Audttor)
for and on behalfofDeloiJte LLP
Chartered Accountants and Statutory Auditor
Ltverpool, Umted Kmgdom
23 July 2011
8
CONSOLIDATED PROFIT AND LOSS ACCOUNT
GROUP TURNOVER
GROUP OPERATING PROFIT
Share of operatmg profit of JOmt ventures
TOTAL OPERATING PROFIT: GROUP AND SHARE OF JOINT
VENTURES
Profit/(loss) on dosposal of mterests m
- Subsodoary undertakmgs
- Jomt ventures
- Foxed asset mvestments
Non-operatmg excepllonalotem
Net mterest and somolar otems
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
Tax on profit on ordmary actovotoes
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION
Equoty mmonty mterests
PROFIT FOR THE FINANCIAL YEAR
The above results are denved from contmumg operatoons
Note
2
2,3
2
7
7
7
8
9
10
32
22
2011
'000
358,899
76,833
3,468
80,301
776
(82)
(69,681)
11,314
(7,734)
3,580
(121)
3,459
2010
'000
362,469
65,129
4,624
69,753
(448)
1,917
164
(59,813)
11,573
{9,611)
1,962
93
2,055
The Group's turnover os stated nel of turnover for JOIDt ventures and the Group's reported net mterest payable and
taxatoon mclude the Group's share of JOmt ventures' net mterest payable and taxatwn These are not matenal to the
Group and accordmgly are separately dosclosed m the notes to the financoal statements
9
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Profit for the financial year
-Group profit/(loss)
- Jomt ventures profit
Other recognised gams and losses
Currency translation differences on foreign net m vestments
Actuanal gam/(loss) relatmg to the Group pensmn schemes
Movement on taxation relatmg to pensmn surplus
-Deferred
-Current
Actuanal gaml(loss) net of deferred taxation relatmg to
JOmt venture penston schemes
Total recogmsed gams and losses for the financial year
Note
23
2011
'000
902
2,557
3,459
(209)
6,624
(1,722)
146
4,839
8,298
2010
'000
(1,299)
3,354
2,055
(178)
(13,228)
2,914
651
(439)
(10,280)
(8,225)
RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDER'S DEFICIT
Profit for the fmancial year
Dividends (note 11)
Other recognised net gams and losses for the fmancial year
Net change m shareholder's deficit
Opening shareholder's deficit
Closing shareholder's deficit
2011 2010
'000 '000
3,459
(23,000)
4,839
(14,702)
(435,139)
(449,841)
2,055
(24,000)
(10,280)
(32,225)
(402,914)
(435,139)
10
BALANCE SHEETS
As at 31 March 2011
Group Company
lOll 2010 2011 2010
Note '000 '000 '000 '000
FIXED ASSETS
Intangtble assets 12 146,140 156,245
Tangtble assets 13 712,500 718,542
Interests m JOint ventures 14(b)
- share of gross assets
I
16,638 11,874
- share of gross babthltes (8,818)
5,759 3,056
Other mvestments 14 709 792 337,493 337,493
865,108 878,635 337,493 337,493
CURRENT ASSETS
Short term mvesltnents 14(d) 3,734 5,249
Stocks 15 1,128 1,175
Debtors - due wtthm one year 16 153,819 138,364 234,828 201,030
- due after more than one year 16 2,608 3,523 120,000 120,000
Cash at bank and m hand 55,175 49,032
216,464 197,343 354,828 321,030
CREDITORS: amounts falhng due wtthm one year 17 (286,697) (232,965) {199,115)
NET CURRENT (LIABILITIES)/ ASSETS (70,233) (77, 176) 121,863 121,915
TOTAL ASSETS LESS CURRENT LIABILITIES 794,875 801,459 459,356 459,408
CREDITORS: amounts falhng due after more than
one year 18 (I ,245,566) (1,227,220) (120,000) (120,000)
PROVISIONS FOR LIABILITIES
20 (14,745) (14,876)
NET (LIABILITIES)/ ASSETS EXCLUDING PENSION
ASSET (465,436) (440,637) 339,356 339,408
PensiOn asset 23 16,081 5,799
NET (LIABILITIES)/ ASSETS INCLUDING PENSION
ASSET (434,838) 339,356 339,408
CAPITAL AND RESERVES
Called up share capttal 21 337,493 337,493 337,493 337,493
Merger rebefreserve 22 (506,095) (506,095)
Profit and loss account 22 (281,239} (266,537} 1,863 I ,915
TOTAL SHAREHOLDER'S (DEFICIT)/FUNDS (449,841) (435, 139) 339,356 339,408
Mmonty mterests 32 486 301
CAPITAL EMPLOYED (449,355) (434,838) 339,356 339,408
The fmanctal statements of Peel Ports Shareholder FmanceCo Ltmtted (company regtstralton number 5965116),
were approved by the Board ofDtrectors on 28 July 2011 and stgned on tls behalf by
M Whttworth
Dtrector
11
CONSOLIDATED CASH FLOW STATEMENT
For the vear ended 31 March 2011
2011 2010
Note '000 '000
Cash mflow from operatiOnal activities and non-operatmg
exceptiOnal Item 24(a) 120,805 94,749
DIVIdends from JOint ventures 4,566
Returns on mvestments and serv1cmg of finance 24(b) (52,298) (50,611)
Taxation pa1d (8,022) (3,737)
Capital expenditure and financial mvestment 24(c) (29,244) (22,939)
Acqms1t1on and d1sposals 24(d) 906 3,656
Eqmty dividends pa1d 11 (23,000) (24,000)
Cash inflow before financmg 9,147 1,684
Fmancmg 24(e)
(3,008) (2,556)
Increase!( decrease) ID cash in the year 25 6,139

RECONCILIATION OF GROUP CASH FLOWS TO MOVEMENT IN NET DEBT
2011 2010
Note '000 '000
Increase/( decrease) m cash m the year 25 6,139 (872)
Cash outflow from mcrease m debt financmg 24(e) 914 24
Change in net debt resultmg from cash flows 7,053 (848)
Change m net debt ar1smg from fmance leases 25 2,094 1,590
Termmatwn payment accrued on mdex-hnked swap 18 (18,260) (8,826)
Change ID value of unamortised Issue costs 19(c) (3,050) (3,049)
Exchange differences 25 8 (157)
Change in net debt ID the year (12,155) (11,290)
Net debt brought forward 25 (1,168,320) (1,157,030)
Net debt carried forward 19(b), 25
180,4752
12
NOTES TO THE FINANCIAL STATEMENTS
l. ACCOUNTING POLICIES
These fmancoal statements are prepared under the h1stoncal cost conventiOn and m accordance w1th applicable
Umted Kmgdom law and accountmg standards A summary of the more 1mportant Group accountmg pollc1es,
wh1ch have been applied cons1stently throughout the current and pnor financial year, 1s set out below
Basis of preparatton
In cons1dermg the appropnateness of the gomg concern baSis of preparation, the d1rectors have conSidered
forecasts for the next twelve months followmg the date of the Stgnmg of the 2011 fmanctal statements, wh1ch
mclude deta1led cash flow forecasts and workmg cap1tal ava1lab1llty These forecasts show that sufficient
resources remam available to the busmess for the next twelve months In add1t1on, the dtrectors note the
followmg
the d1rectors prepare and update detailed armual budgets, tbree year forecasts, and five year strategic
plans Together these show that suffic1ent resources are ava1Iable to the busmess and on thts baSis the
dtrectors contmue to adopt the gomg concern assumption,
at the balance sheet date the Group has net hab1llt1es of 449,355,000 wh1ch are attnbuted to the
reorgamsat1on of the Group m 2006 wh1ch was accounted for under merger accountmg pnnc1ples and
resulted m the creation of a merger relief reserve of 506,095,000,
at the balance sheet date, the Group has borrowmgs of 1,062,679,000 (2010 1 ,063,572,000), wh1ch are
subject to covenant restrictions The borrowmgs are m place until 31 December 2013 No breaches have
occurred m the htstoncal penod The contmumg economtc cond1ttons create uncertamty However, even
after takmg account of all reasonably posSible senStttv111es for changes m tradmg performance, the
Group's forecasts and proJections md1cate that 11 ts expected to contmue to comply w1th covenant
requirements for a penod of at least 12 months from the date of approval of the fmanctal statements,
m the year ended 31 March 2011, wh1le ttmnover decreased by 3 6 m1lllon to 358 9 m1IIIon, Group
operatmg profit mcreased by 1 1 7 m1lllon to 76 8 m1lllon, desp1te the contmumg uncertamty m the
global economic environment Thts was due to a combmat1on ofh1gher volumes, enhanced productiVIty,
Improved sales miX and the realised benefit of the Group's restructurmg exerctses,
cash mflows generated m the year enabled the Group to finance fixed asset add1ttons of 29 9 m1lllon
from cash, together w1th all financmg outflows, resultmg m an mcrease m net cash of 6 1 m1IIIon,
there are undrawn loan fac1llt1es of 83 7 m1IIIon ava1lable to the Group, and
the Group has net current llab1llt1es of 70 2 million pnnc1pally as a result of amounts owed to the
1mmedtate parent company, wh1ch the d1rectors believe w11l not be called for repayment w1thm twelve
months of the Stgnmg of the fmanctal statements
After makmg enqumes, the directors have formed a judgment, at the t1me of approvmg the financial
statements, that there IS a reasonable expectation that the Group and the Company have adequate resources to
contmue m operattonal exiStence for the foreseeable future For thts reason, the d1rectors contmue to adopt the
gomg concern basts of accountmg m prepanng the annual tinanc1al statements
Group financial statements
The financial statements for the year ended 31 March 2007 were prepared under merger accountmg pnnc1ples
applicable for group reconstructions set out m FRS6 followmg the merger of the Company and Peel Holdmgs
(Ports) L1m1ted Under merger accountmg, the results and cash flows of the Company and Peel Holdmgs
(Ports) L1m1ted were combmed from the begmnmg of the financial penod m wh1ch the merger occurred All
other subStd1ar1es were consolidated under acquts11ton accountmg pnnc1ples
The Group tinanc1al statements consolidate the tinanctal statements of the Company and 1ts subSidiary
undertakmgs made up to 31 March each year
All subStdlanes m the year ended 31 March 2011 are consolidated under acquts1t1on accountmg prmc1ples
Results of subSidiary undertakmgs acqutred or dtsposed of durmg the year are mcluded from the date of
acqutsttlon or to the date of dtsposal to the extent of Group control
13
l. ACCOUNTING POLICIES (CONTINUED)
The financial statements of Peel HoldiDgs (Ports) Ltmtted ID 2005 were prepared under merger accountiDg
pnnctples applicable for group reconstructions set out ID FRS6 followiDg the merger of Peel HoldiDgs (Ports)
Ltmtted and Peel Ports HoldiDgs Lumted Under merger accountiDg, the results and cash flows of Peel
HoldiDgs (Ports) Ltmtted and Peel Ports HoldiDgs Ltmtted were combiDed from the begiDniDg of the financtal
penod ID whtch the merger occurred All other substdtartes were consolidated under acqutsttton accountiDg
pnnctples
The Group profit and loss account IDCorporates the Group's share of the results of JOIDI ventures In the Group
balance sheet, the fixed asset m vestment ID JOIDI ventures represents the Group's share of net assets of those
undertakiDgs
The separable net assets of substdtary undertakmgs acqmred and accounted for under acqmstllon accountmg
and JOmt ventures are mcluded m the Group financtal statements at their fair value to the Group at the date of
acqutsttion mcludmg proviSions and habiltltes taken IDIO constderatton ID assessiDg the fatr value of the
busiDess acqmred
Intra-group turnover and profrts are ehmiDated on consohdatton
As permitted by Secllon 400 of the Companies Act 2006, a separate profit and loss account for Peel Ports
Shareholder FIDanceCo Ltmtled IS not presented The profit for the financial year of the Company was
22,948,000 (2010 23,954,000)
Goodwill
Goodwill ansiDg on the acqutstllon of substdtary undertakiDgs, representiDg any excess of the fair value of the
constderatwn gtven over the fair value of the tdenllfiable assets and habiltlles acqmred, IS capttahsed as an
mtangtble asset and wntten off to the profit and loss account on a straight hoe basts over tls useful economtc
hfe, up to a maxtmum of twenty years Provtston ts made for any lfDpatrrnent
When the Group has acqmred shares m other compames by the tssue of shares, and the reqUirements of merger
accountmg have been sallsfied, the Group has ullhsed the merger rehef proviSIOns available and the ISsue of
shares has been recorded at the nommal value, any premmm bemg credtted to the merger reserve
Tangible fixed assets
Tangtble fixed assets are stated at cost, net of deprectatton and any proviSion for tmpatrrnent DepreciatiOn IS
provtded on all tangtble fixed assets, excludmg freehold and long leasehold land and capital work ID progress,
at rates calculated to wnte off the cost, less esllmated reSidual value, of each asset on a straight hoe basiS over
tls expected useful hfe as follows:
operational bmldiDgs at rates varyiDg between 1% and 4% per annum,
plant and machmery at rates varyiDg between I% and 25% per annum,
freehold and long leasehold land IS not depreciated, and
no deprectallon IS charged on capital work m progress until the assets are available for use On
completiOn, such assets are transferred to the appropnate category of tangtble fixed assets
ReSidual value IS calculated usiDg pnces prevatlmg at the date of acquiSition
F1xed asset mvestments
Ftxed asset IDvestments ID subSidiary undertakiDgs are stated at cost less proviSion for tmpatrrnent Cost
represents the aggregate cash conSideration, costs IDcurred and etther the fatr value or the nomiDal value of
shares ISsued
Investments ID JOIDt ventures are accounted for usiDg the gross eqUity method
LISted IDvestrnents and other IDvestments are stated at cost to the Group less proviSIOn for lfDpatrrnent
Income from fixed asset ID vestments IS recogmsed m operatmg profit when diVIdends have been declared
14
I. ACCOUNTING POLICIES (CONTINUED)
Stocks
Stocks are stated at the lower of cost, and esllmated net realisable value Provision IS made where necessary
for obsolete, slow movmg and defecllve stocks
Government grants
Government grants received m respect of capital expenditure are credited to a deferred mcome account and
released to the profit and loss account over the useful economic hfe of the assets to which they relate
Leased assets
Assets acquired under finance leases are capitalised at a value equivalent to the cost mcurred by the lessor and
depreciated over their expected useful economic hves Fmance charges !hereon are charged to the profit and
loss account m the penod m which they accrue The capital element of the future lease payments IS reflected
w1thm creditors
Costs m respect of operatmg leases are charged directly to the profit and loss account on a straight-line basis
over the lease term
Finance costs
Interest-bearmg bank loans and overdrafts are recorded at the proceeds received, net of direct ISsue costs Issue
costs associated With borrowmgs are charged to the profit and loss account over the term of the borrowmgs and
represent a constant proportiOn of the balance of capital repayments outstaodmg Fmance charges, mcludmg
premmms payable on settlement or redemptiOn and direct Issue costs, are accounted for on an accruals basis m
the profit or loss account usmg the effective mterest method and are added to the carrymg amount of the
mstrument to the extent that they are not settled m the penod m which they arise Accrued finance costs
attributable to borrowmgs where the matunty at the date of Issue IS less than 12 months are m eluded m accrued
charges with m current liabiiilles For all other borrowmgs, accrued fmance charges and Issue costs are added to
the carrymg value of those borrowmgs
Foreign currencies
Assets and liab11illes denommated m foreign currencies, mcludmg overseas mvestments, are translated mto
sterlmg at rates applicable at the balance sheet date or forward foreign exchange contract rates as appropnate
The results of overseas operatiOns are converted at average rates applicable dunng the year Gams and losses
ariSing m the ordmary course ofbusmess are mcluded m operatmg profit, and those on the translatiOn of assets,
habllthes and reserves of overseas compames are shown as a movement on reserves
Derivatives
The Group uses swaps to adJUSt mterest rate exposures The Group does not hold or Issue denvat1ve financial
mstruments for speculative purposes The Group considers Its denvallve mstruments quality for hedge
accountmg when certam cntena are met
the mstrument must be related to an asset or liability, and
11 must change the character of the mterest rate by convertmg a vanable rnte to a fixed rate or VICe versa
Interest differenllals are recogmsed by accrumg With net mterest payable Swaps are not revalued to fair value
or recogmsed on the balance sheet at the year end If they are tennmated early, the gain/loss IS spread over the
remammg matunty of the ongmal mstrument
TaxatiOn
Current tax IS provided at amounts expected to be paid (or recovered) usmg the tax rates and laws that have
been enacted or substanllvely enacted by the balance sheet date
IS
I. ACCOUNTING POLICIES (CONTINUED)
Taxation (continued)
Deferred tax IS recogmsed m respect of all tlmmg differences that have ongmated but not reversed at the
balance sheet date where transactiOns or events have occurred at that date that will result m an obhgatwn to
pay more, or a nght to pay less or to receiVe more, tax, with the followmg exceptions
provision IS made for deferred tax that would anse on remittance of the retamed earnmgs of overseas
subsidiaries, assocl3tes and JOmt ventures only to the extent that, at the balance sheet date, dividends have
been accrued as receivable, and
deferred tax assets are recogmsed only to the extent that the directors consider that It IS more hkely than not
that there w1ll be suitable taxable profits from which the future reversal of the underlymg tlmmg differences
can be deducted
Deferred tax IS measured on an und1scounted baSIS at the tax rates that are expected to apply m the penods m
wh1ch t1mmg differences reverse, based on tax rates and laws enacted or substantiVely enacted at the balance
sheet date
Turnover
Turnover IS the revenue ansmg from the sales of goods and services It IS stated at the fair value of the
consideratiOn receivable, net of value added tax, rebates and discounts Turnover from the sale of goods and
services 1s recognised when the s1gmficant nsks and benefits of ownership of the product have transferred to
the buyer or the service has been discharged, which may be upon shipment, completiOn of the product or the
product bemg ready for delivery, based on specific contract terms
PensiOn costs
The cost of the Group's money purchase pension arrangements are charged to the profit and loss account on the
basis of contributions payable m respect of the accountmg penod The Group also operates defined benefit
schemes which require contributiOns to be made to separately admm1stered funds These have been accounted
for under the requrrernents of FRS 17 "Retirement Benefits" ("FRS 17")
Under FRS 17, the defined benefit scheme assets are measured usmg market values Pension scheme habdllles
are measured usmg the proJected umt method and are discounted at the current rate of return on a high quahty
corporate bond of eqUivalent term and currency to the hab1hty Any m crease m the present value of the Group's
defined benefit pensiOn scheme habdities expected to arise from employee service m the penod IS charged
against operatmg profit The expected return on the schemes' assets and the m creases dunng the penod m the
present value of the schemes' habihties ariSing from the passage oft1me are mcluded m other finance mcome
Actuanal gams and losses are recogmsed m the statement of total recogmsed gams and losses
The Group recogmses an asset m respect of any surplus, bemg the excess of the value of the assets m the
schemes over the present value of the schemes' hab1ht1es, only to the extent that It IS able to recover the
surplus, either through reduced contributiOns m the future or from refunds from the schemes
16
2. SEGMENTAL ANALYSIS
Turnover
Port and cana1mcome
Shippmg mcome
Transport mcome
Gross rental mcome
Other tradmg mcome
Direct costs
Gross profit
AdmmistratiVe expenses
PensiOn funds service costs (note 23)
Amortisation of goodwill (note 12)
ExceptiOnal Items (note 6)
Other admmistratiVe expenses
Group operating profit before other operating income
Other mcome
Group operatmg profit
Share of operatmg profit of JO!Dt venture compames
Total operating profit (mcludmg Group's share of joint
ventures' operating profit)
2011 2010
'000 '000
236,951 230,210
65,622 61,116
22,640 38,823
28,759 28,497
4 927 3 823
358,899 362,469
(239,845) (248,403)
119,054 114,066
(3,104) (2,460)
(10,105) (10,105)
(1,369) (8,526)
(27,925) (28, 142)
(42,503) (49,233)
76,551 64,833
282 296
76,833 65,129
3 468 4,624
80,301 69,753
Turnover does not mc1ude the Group's share of turnover ansmg from JOint ventures amountmg to 37,191,000
(20 10 43, 760,000)
17
2. SEGMENTAL ANALYSIS
2011 2011 2011 2010 2010 2010
Rest of Rest of
UK Europe Total UK Europe Total
'000 '000 '000 '000 '000 '000
Turnover by destmatton 290,204 68,695 358,899 290,292 72,177 362,469
Operatmg profit
excludmg excepllonal
Items 76,889 1,313 78,202 72,646 1,009 73,655
Excepttonal1tems (1,325) (44) (I ,369) (4,461) (4,065) (8,526)
Operatmg profit/(loss) 75,564 1,269 76,833 68,185 (3,056) 65,129
Share of JOmt venture
operatmg profit 3,468 3,468 4,624 4,624
Net mterest payable and
smlar charges {69,485) {196) {69,681) {59,555) {258) {59,813)
Group operatmg
profit/(loss) less net
mterest payable 9,547 1,073 10,620 13,254
p , 3 1 4 ~ 9,940
Profit/(loss) on disposal
of mterests m -
- Subs1d1ary undertakmgs 776 (448)
- Jomt ventures 1,917
- Fixed asset mvestments (82)
Non-operatmg exceptiOnal
Item 164
Profit on ordmary
achvtttes before taxatiOn 11,314 11,573
Net (habdilles)/assets (472,693) 23,338 (449,355) (450,813) 15,975 (434,838)
Turnover for the year ended 31 March 2010 mcludes 5,635,000 ariSing from the substantml completiOn of
serv1ces prov1ded under the terms of ex1stmg contractual arrangements The directors cons1der that no further
obhgat10ns ex1st g1ven that all serv1ces have now been rendered and the hkehhood of the remstatement of
acttvtttes m the future IS remote
The table below shows the 1mpact on recorded turnover
2011 2010
'000 '000
Turnover as recorded 358,899 362,469
Non-recurrmg turnover (5,635)
358,899 356,834
18
3. GROUP OPERATING PROFIT
Group operatmg profit IS stated after chargmgl( cred1tmg)
Depreciation - owned assets
- leased assets
Amortisation of goodwill
Profit on disposal of fixed assets
Hue of plant and machmery under operatmg leases
Hue of other assets under operatmg leases
Grant releases
F ore1gn currency exchange losses
Fees payable to the Company's auditor for the audit of the
Company's annual financial statements
Fees payable to the Group's auditor for the audit of the Group's
annual financial statements
Fees payable to the Group's auditor for non-audit services-
taxation serv1ces
- corporate finance servtces
Total non-audit fees
2011 2010
'000 '000
34,189 30,988
936 828
10,105 10,105
(I ,330) {1,168)
20,308 19,829
4,847 3,980
(782) (793)
238 900
10 10
328 375
161 203
7 255
168 458
19
------- ---------------------
4. EMPLOYEE INFORMATION
The average monthly number of persons employed by the Group durmg the year, mclusive of executive
directors, was as follows
Admmistratwn
Port operatiOnal and mamtenance staff
The staff costs for the above persons were
Wages and salaries
Social secunty costs
PensiOn funds service costs (note 23)
Other pensiOn costs
- Group pensiOn schemes
- Multi-employer schemes
2011
Number
252
925
1,177
2011
'000
42,710
4,065
3,104
1,207
6
51,092
2010
Number
275
1,063
1,338
2010
'000
47,029
4,359
2,460
727
135
54,710
Durmg the year ended 31 March 2011, the Group mtroduced a 'Smartpay' pensiOn arrangement whereby
participatmg employees forego part of theu salary m return for higher employer pension contributions The
Impact of this has been to mcrease the employer contributiOns (other pensiOn costs) dunng the year with a
correspondmg decrease m wages and salaries expense
The Company had no employees dunng the year or durmg the previous year
5. DIRECTORS' REMUNERATION
The remuneratiOn of the directors of the Group was as follows
Emoluments
CompensatiOn for loss of office
Group contributiOn to defmed contnbutwn pensiOn schemes
2011
'000
889
408
82
2010
'000
1,085
126
1,379 1,211
At 31 March 2011 retirement benefits are accrumg to one duector (2010 one) under a Group defined benefit
pension scheme and to two duectors under a defined contributiOn scheme (2010 two)
The above analysis excludes the emoluments of directors who are remunerated by undertakmgs outside of the
Peel Ports Shareholder FmanceCo group of companies and have to account m turn to those undertakmgs
The remuneratiOn of the highest paid director was as follows
Emoluments
Group contnbutwn to defmed contnbution pensiOn schemes
2011
'000
400
25
2010
'000
727
100
20
6. EXCEPTIONAL OPERATING COSTS
Restructunng costs (note 2)
2011
'000
1,369
2010
'000
8,526
Restructurmg expenses compnse redundancy and other costs mcurred m connection with the streamlmmg and
reorgamsation of activities as part of a strategic review of the Group's operations
7. PROFIT ON DISPOSAL OF INTERESTS IN SUBSIDIARY UNDERTAKINGS, JOINT VENTURES
AND FIXED ASSET INVESTMENTS
The profit for the year ended 31 March 2011 relates to the disposal of a 35% mterest m Portm Management
Services Limited, a subsidiary of the Group, on I June 20 I 0, which gave nse to a profit on disposal of
776,000 as set out below In additiOn, a loss on disposal of an unlisted fixed asset m vestment of 82,000 has
also been recorded m the year ended 31 March 2011 The profit on disposal of mterests m JOint ventures for
the year ended 31 March 2010 relates pnncipally to the sale of the Group's mvestrnent m the JOint venture
VIzag Seaport Private Lumted
Profits on the disposal of mterests m subsidiary and JOint venture undertakmgs are set out m more detail below
DISposal of interest m subSidiary undertaking
Proceeds - cash
Share of net assets disposed
Profit on disposal
DISposal of joint venture undertaking
Proceeds - cash
Share of net assets disposed
Profit on disposal
There was no taxatiOn or mmonty mterest charge or credit applicable to the profits shown above
8. NON-OPERATING EXCEPTIONAL ITEM
2011
'000
906
(130)
776
2010
'000
3,633
(1,716)
1,917
In the year ended 31 March 20 I 0 the Group recognised non-operatmg exceptional mcome of 164,000 This
related to the recovery, from a third party, of exceptiOnal costs mcurred and recorded m the profit and loss
account for the year ended 31 March 2009 Further details of thiS transactiOn were disclosed m the pnor year
financial statements
21
9. NET INTEREST AND SIMILAR ITEMS
Interest payable:
Change m tennmat10n payment accrued on mdex-lmked swap
Other mterest on bank loans and overdrafts
Bank loans and overdrafts
AmorttsatJOn of Issue costs
9% subordmated redeemable loan notes
Payable to group undertakmgs
Payable to related undertakmgs
Other loans
Fmance leases
Group mterest payable and s1m1lar charges
Share of JOmt venture mterest payable
Total interest payable
Interest rece1vable:
Group mterest receiVable and Slrnllar mcome
Share of JOmt venture mterest receiVable
Total interest receiVable
Other finance income (note 23)
Expected return on pens1on scheme assets
Interest on pens10n scheme hab1ht1es
Total other finance income
Net mterest and similar 1tems
2011
'000
(18,260)
(41,712)
(59,972)
(3,050)
(5,411)
(5,389)
(289)
(221)
(74,332)
(74,332)
411
14
425
23,354
(19,128)
4,226
(69,681)
2010
'000
(8,825)
(38,102)
(46,927)
(3,049)
(5,411)
(5,389)
(997)
(314)
(62,087)
(62,087)
618
15
633
19,690
(18,049)
1,641
(59,813)
22
10. TAX ON PROFIT ON ORDINARY ACTIVITIES
Current tax:
United Kingdom
UK corporation tax
Foreign tax
Corporatton tax
Otller current lax
Adjustments m respect ofprevtous penods (Umted Kmgdom)
Group current tax charge
Share of JOmt venture current tax
Total current tax charge
Deferred tax:
Ongmat1on and reversal of tunmg differences
Umted Kmgdom
fore1gn tax
Adjustments m respect of pnor penods
Change of UK tax rate
Penston cost rehef m excess of pension cost charge
Pens1on cost rehef- change of UK tax rate
Group deferred tax charge
Share of JOmt venture deferred tax
Total deferred tax charge
Total tax on loss on ordinary activities
2011
'000
6,953
74
(1,756)
5,271
908
6,179
(66)
(62)
1,016
(1,014)
1,838
(174)
1,538
17
1,555
7,734
2010
'000
7,504
90
38
7,632
1,279
8,911
1,664
(494)
(476)
694
6
700
9,611
Excludmg deferred tax 1tems relatmg to the defined benefit penston schemes and to JOmt ventures, the deferred
tax credit IS 126,000 (2010 charge of694,000) (note 20)
The UK government announced m June 20 I 0 that 1t mtended to reduce the rate of corporation tax from 28% to
24% over four years The Fmance Act 2010, wh1ch was substant1vely enacted m July 2010, mcluded
prov1stons to reduce the rate of corporation tax to 27% w1th effect from I Apnl 2011 On 23 March 2011 the
UK government announced that 1! mtended to reduce the rate of corporation tax further to 26% w1th effect
from I Apnl2011 and then by 1% per annum to 23% by I Apn12014 The reduction to 26% was substant1vely
enacted before the balance sheet date The further mtended reductiOns have not been substantlvely enacted
The deferred tax balances as at 31 March 2011 have therefore been calculated at a rate of 26%, wh1ch has
resulted m a cred1t to the profrt and loss account of1,188,000 (mcludmg the 1mpact on pens1on cost rehef)
23
10. TAX ON PROFIT ON ORDINARY ACTIVITIES (CONTINUED)
Reconciliation of current tax charge
The tax assessed for the year 1s h1gher (20 I 0 h1gher) than that ansmg from applymg the standard rate of UK
corporatiOn tax of28% (2010 28%) The d1fferences are explamed below
Profit on ordmary actiVIties before taxatiOn
Profit on ordmary act1v1hes mulhphed by the standard rate of UK
corporation tax of28% (2010 28%)
Effects of
Short term hmmg differences and depreciatiOn m excess of/(less than)
cap1tal allowances
Expenses not deductible for tax purposes
Excess of book profits over taxable profits on sale of fixed assets
Group rehef surrendered w1thout payment
Adjushnents m respect of pnor penods
Adjushnents m respect of fore1gn tax rates
Pens10n rehef m excess of penswn charge
Current tax charge
11. EQUITY DIVIDENDS PAID
lntenm ordmary d1v1dends of 0 068 (20 I 0 0 071)
per share
12. INTANGIBLE FIXED ASSETS
Group
Cost
At I Apnl 2010 and at 31 March 2011
Amortisation
At I Apnl2010
Charge for the year
At31 March 2011
Net book amount
At 31 March 2011
At31 March2010
2011 2010
'000 '000
11,314 11,573
3,168 3,240
197 (310)
7,141 6,557
(220) (411)
14
(1,756) 38
(372) (217)
(1,979)
6 179 8 911
2011 2010
'000 '000
23,000 24,000
Positive
goodwill
'000
202,108
45,863
I 0,105
55,968
146,140
156,245
24

For the year ended 31 March 20ll
13. TANGIBLE FIXED ASSETS
Land and
buildings-
freehold Plant and Plant and Capital
and long machinery machmery work m
leasehold -owned leased progress Total
Group '000 '000 '000 '000 '000
Cost
At I Apnl2010 (as restated) 661,272 178,873 17,658 6,958 864,761
AdditiOns 1,761 9,728 18,450 29,939
D1sposals (18) (2,754) (608) (3,380)
Tnmsfer from capital work m progress 1,345 6,859 (8,204)
Exchange difference {44) {206) {5) {255)
At 31 March 2011 664,316 192,500 17,653 16,596 891,065
Depreciation
At I Apnl2010 (as restated) 78,438 65,556 2,225 146,219
Charge for the year 17,747 16,442 936 35,125
D1sposals (2,713) (2,713)
Exchange difference {9) {55) {2) {66)
At 31 March 2011 96 176 79230 3 159 178 565
Net book amount
At 31 March 2011 568,140 113,270 14,494 16,596 712 500
At 31 March 2010 (as restated) 582,834 113,317 15,433 6,958 718,542
As a result of a review of the tangible fixed assets held by the Group, a number of adjustments have been made
to the fixed assets ledger These adjustments relate to assets which contmue to be used m the bus mess and which
compnse part of the Group's mventory of tangible fixed assets Therefore, these have been mcluded above as an
adjustment to the openmg cost and accumulated depreCiatiOn As a result of these adjustments, which have a
ml net book value Impact on total fixed assets, cost as at I Apnl2010 has been mcreased by 9,364,000 from
855,397,000 and accumulated depreciBtiOn has been m creased by 9,364,000 from 136,855,000
Non depreciable land
Included w1thm tangible fixed assets IS freehold and long leasehold land, which IS not subject to depreciBtiOn, m
the amount of 140,311,000 (2010 129,561 ,000)
The Company has no tangible fixed assets
25
'
14. INVESTMENTS
(a)
Group Company
2011 2010 2011 2010
'000 '000 '000 '000
Subsidiary undertakmgs (note 14(a)) 337,493 337,493
Jomt venture undertakmgs (note 14(b)) 5,759 3,056
Listed mvestments (note 14(c)) 624 624
Unlisted mvestments 85 168
6,468 3,848 337,493 337,493
Other m vestments of 709,000 (2010. 792,000), disclosed on the face ofthe balance sheet, relate to the listed
and unlisted mvestments mcluded m the table above
Subsidiary undertakmgs
Cost
At I Apnl2010andat31 March2011
Company
'000
337,493
At 31 March 2011, the Company holds an mvestment m the entue share capital of Peel Ports Intermediate
Holdco Limited The Issued share capital of that company IS 337,492,988 ordmary shares of 1 each
Details of m vestments of the Company m its prmc1pal subsidiary undertakmgs and Jomt ventures are gven m
note 34
(b) Joint ventures
At I Apnl2010
Group
'000
3,056
2,557 Share of results for the year
Share of actuarial gam net of deferred taxatiOn relatm
to defined benefit pensiOn scheme
At 31 March 2011
146
5,759
The followmg mformahon IS gven m respect of the Group's share of the prmcipalJomt venture Cammell Laud
Sh1prepa1rers & Sh1pbmlders Limited (note 34)
Group
2011 2010
'000 '000
Turnover 35,101 42,101
Profit before tax 3,103 4,503
Taxation (869) {1,258}
Profit after tax 2,234 3,245
Fixed assets 1,914 994
Current assets 9,677 6,190
Liabilities due w1thm one year {7,032)
{4,859}
Net assets 4,559 2,325
The turnover and net assets of the other JOmt ventures amounted to 2,090,000 (2010 1,659,000) and
I, 188,000 (20 I 0 731 ,000) respectively
26
14. INVESTMENTS (CONTINUED)
(c) Listed investments
At I Apnl2010 and at 31 March 2011
Group
'000
624
The aggregate market value of the Group's listed mvestments based on the closmg middle market pnce on the
London Stock Exchange on 31 March 2011 was 596,000 (20 10 586,000) The mark-to-market loss at 31
March 2011 on listed mvestments has not been recogmsed by the Group as It s not considered to reflect a
permanent d1mmution m value
(d) Short term investments
Short term m vestments compnse 3,734,000 (201 0 5,249,000) of cash held on short term deposit which acts
as collateral for certam floatmg rate guaranteed loan notes (note 19(b)) This cash IS only available for
redemption of those floatmg rate guaranteed loan notes
IS. STOCKS
Group
2011 2010
'000 '000
Raw matenals and consumables 1,128 1,175
There IS no matenal difference between the balance sheet value of stocks and their replacement cost
The Company has no stocks
16. DEBTORS
Group Company
2011 2010 2011 2010
'000 '000 '000 '000
Amounts falling due wthm one year:
Trade debtors 48,394 53,224
Amounts owed by group undertakmgs 93,444 70,798 234,828 201,028
Amounts owed by related companies 97 236
Other debtors 3,645 2,410 2
Prepayments and accrued mcome 6,412 10,702
CorporatiOn tax recoverable 1,827 994
153,819 138,364 234,828 201,030
Amounts falling due after more than one year:
Amounts owed by Group undertakmgs 120,000 120,000
Prepayments and accrued mcome 2,608 3,523
156,427 141,887 354,828 321,030
Amounts owed by Group undertakmgs falling due after more than one year relate to a loan made to a
subsidiary undertakmg The loan bears mterest at 9% per annum and IS repayable m full on 30 September
2046
27
17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2011 2010 2011 2010
'000 '000 '000 '000
Bank loans and overdrafts 4
Floatmg rate guaranteed loan note mstruments 3,734 5,249
Fmance leases 1,260 2,031
Debt falhng due wtthm one year (note 19) 4,994 7,284
Trade credttors 25,951 27,059
Amounts owed to Group undertakmgs 187,338 163,741 227,542 193,700
Amounts owed to related compames 391 296
Corporahon tax 7,008 8,889
Taxahon and soctal secunty 2,419 3,677
Other credttors 8,876 13,744
Accruals and deferred mcome 48,983 49,038 5,423 5,415
Government grants 737 791
286,697 274,519 232,965 199,115
18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2011 2010 2011 2010
'000 '000 '000 '000
Bank loans 1,060,260 I ,058,103
Termmatton payment accrued on mdex-hnked swap 49,026 30,766
9% subordmated redeemable loan notes due to group
undertakmgs 60,120 60,120 60,120 60,120
9% subordmated redeemable loan notes due to related
undertakmgs 59,880 59,880 59,880 59,880
Other loans 4,116 4,137
Fmance leases 988 2,311
Debt falhng due after more than one year (note 19) 1,234,390 1,215,317 120,000 120,000
Government grants 9,146 9,874
Other credttors 2,030 2,029
1,245,566 1,227,220 120,000 120,000
28
19. LOANS AND OTHER BORROWINGS
(a) Financtalliabihties
Bank overdrafts
Bank loans
Termmatton payment accrued on mdex-lmked swap
9% subordmated redeemable loan notes 2046
Due to group undertakmgs
Due to related undertakmgs
Floatmg rate guaranteed loan note mstruments 2008
Floatmg rate guaranteed loan note mstruments 20 15
3% trredeemable loan stock
3 625% trredeemable debenlltre stock
Perpetual debenture stocks
Fmance lease obhgattons
(b) Analysis of Group net debt
Fmanctal habthttes falhng due wtthm one year
Fmanctal habthttes falhng due after more than one year
Total financial habilities
Cash at bank and m hand
Short term depostts held as guarantee agamst floatmg rate
guaranteed loan note mstruments (note 14(d))
Group net debt
(c) Maturity of financial habilities
Net obligations under finance leases are payable as follows:
In one year or less
In more than one year, but not more than two years
In more than two years, but not more than five years
Maturity of other financial habthltes:
In one year or less or on demand
In more than two years, but not more than five years
In more than five years not by mstalments
Financialliabdihes, net of unamortised issue costs and finance charges
allocated to future penod
UnamortiSed Issue costs
Group
lOll 2010
'000 '000
4
1,060,260 1,058,103
49,026 30,766
60,120 60,120
59,880 59,880
13 13
3,721 5,236
1,155 1,176
728 728
2,233 2,233
2,248 4,342
1,239,384 1,222,601
4,994 7,284
1,234,390 1,215,317
1,239,384 1,222,601
(55,175) (49,032)
(3,734) (5,249)
I, 180,475 I, 168,320
1,260 2,031
692 1,038
296 1,273
2,248 4,342
3,734 5,253
1,109,286 1,058,103
124,116 154,903
1,237,136 1,218,259
1,239,384 1,222,601
2,419 5,469
Fmanctal habthttes mclude bank loans of I ,062,679,000 (20 I 0 1 ,063,572,000) and overdrafts of ml (20 I 0
4,000) which are secured by a fixed legal charge on certam freehold properttes and mvestments and by a
floatmg charge over all other assets of certam Group compames both present and future A cross corporate
guarantee extsts between certam Group compantes m respect of secured borrowmgs Bank loans dtsclosed
wtthm "Credttors amounts fallmg due after more than one year" are due for repayment on 31 December 2013
29
19. LOANS AND OTHER BORROWINGS (CONTINUED)
The bank loans bear mterest at LIBOR plus applicable margm At 31 March 2011, mterest on 594,000,000
(20 10 594,000,000) of these loans was fixed by an mterest rate swap at 4 469% plus margm, and mterest on
18,000,000 (2010 18,000,000) of these loans was fixed by an mterest rate swap at 3 93% plus margm The
fatr value calculated m respect of the swap of594,000,000 at 31 March 2011 was a habthty of46,845,000
(2010 47,746,000) and the farr value calculated m respect of the swap of 18,000,000 was a gam of 193,000
(2010 79,000) The movement m the fatr value of the mterest rate swaps reflects the revised expectaiions of
long term mterest rates followmg the global economic downturn
At 31 March 2011, mterest on 343,000,000 (2010 343,000,000) of bank loans was offset by an mdex-hnked
swap under whtch the Group receives a floatmg rate of mterest of LIBOR plus margm and pays an tmtial rate
of mterest of 2 3115%, whtch mcreases over the term of the swap by the movement m the UK Retail Prtces
Index ("UKRPI") In addtiiOn a sum ts payable on termmallon, whtch ts also determmed by the movement m
the UKRPI over the term of the swap At 31 March 2011 mterest on 9,000,000 (20 I 0 9,000,000) was offset
by a further mdex-hnked swap under whtch the Group receives a floatmg rate of mterest of LIBOR plus
margm and pays an mtllal rate of mterest of I 65%, whtch mcreases over the term of the swap by the
movement m the UKRPI, also wtth a sum payable on termmat10n, determmed by the movement m the UKRPI
over the term of the swap
The fair value habthty of the mdex-lmked swaps mcreases over time to reflect the nature ofthe cash flows over
the hfe of the swap, under whtch the Group receives a significant benefit m the early years whtch reduces as
the UKRPI moves over lime In addtiion the fatr value of the mdex-lmked swaps reflects movements m
expectations of long term mterest and mflat10n rates To the extent that the movement m the RPI m the penod
to 31 March 2011 has resulted m an amount payable on termmat10n of the swap, then proviSion has been made
m the financial statements At 31 March 2011, thts amounted to 49,026,000 (2010) 30,766,000) At 31
March 2011, the fair value calculated m respect of the swap of 343,000,000 was a habthty of 163,596,000
(2010 150,747,000) The fatr value of the swap of 9,000,000 was a habthty of 1,640,000 (2010
1,414,000) The amounts mclude the termmaiion accrual of 49,026,000 (2010 30,766,000) detailed above
The movement m the fatr value of the mdex-hnked swaps also reflects the revtsed expectations of long term
mterest rates followmg the global economic downturn
The mterest rate and RPI swaps are thirty year mstruments whtch contam mandatory early termmat10n dates of
31 December 2013 The Group negoiiated thirty year mstruments as the dtrectors aniictpated usmg LIBOR
based debt structures for at least that penod of lime and they wtshed to protect the Group's exposure to
movements m mterest rates for the full thirty years The dtrectors negotiated the mandatory early termmatton
dates so the Group would not be bound to the current hedgmg counterparttes beyond 31 December 2013 The
directors aniictpate replacmg the extstmg bank loans With similar fundmg on or before 31 December 2013 and
novatmg the mterest rate and RPI swap mstruments as part of the financmg exercise The directors aniictpate
rolling up any positive or negative fau value m existence at the refundmg date as part of the novation process
Thts fatr value adJUS!Inent would be amortised over the remammg hves of the swap mstruments Consistent
With accountmg reqUirements no fatr value of the denvattves IS recogmsed
At 31 March 2011 the Group had also entered m to basiS swap arrangements wtth a notiOnal value of
964,000,000 (20 I 0 964,000,000) under whtch 11 exchanges I month and 3 month LIBOR mterest rates The
fau value calculated m respect of these basis swaps was a habthty of 850,000 (20 I 0 606,000). In addition,
the Group entered mto a basts swap wtth a noiional value of 156,000,000 pnor to 31 March 2011, whtch had
a commencement date after 31 March 2011 The fatr value calculated m respect of this basts swap at 31 March
2011 wasagamof10,000
The 9% subordmated redeemable loan notes were Issued to Peel Ports Holdmgs (IOM) Limited and to
Infrastructure JVCo (Ltme) SA R L at par m the year ended 31 March 2007 Dunng the year ended 31 March
20 I 0 new loan notes were Issued to the extstmg loan note holders m the same prmctpal amount as those Issued
m 2007 The consideratiOn for the new loan notes was the surrender of the ongmal loan notes The new loan
notes have tdenttcal terms mcludmg a final repayment date of 30 September 2046 Interest IS payable bi-
annually m arrears
30
19. LOANS AND OTHER BORROWINGS (CONTINUED)
The floatmg rate guaranteed loan note mstruments 2008 and 20 15 are guaranteed by The Royal Bank of
Scotland plc and Bank of Scotland plc respectively The floatmg rate guaranteed loan note mstruments 2015
bear mterest based on LIBOR and are redeemable at par on demand of the holder on any mterest payment date
pnor to and mcludmg the fmal matunty date of 30 September 2015 The floatmg rate guaranteed loan note
mstruments 2008 remam due but unpaid m relation to unclaimed loan notes
The perpetual debenture stocks are secured by floatmg charges over the undertakmg of The Manchester Sh1p
Canal Company Limited and bear mterest at rates between 3 5% and 4%
The 3% Irredeemable loan stock Issued by Clydeport OperatiOns Limited has no fixed redemptiOn dates and
can only be redeemed w1th the agreement of the respective stockholders. Stockholders have no nght to demand
redemptiOn
The 3 625% Irredeemable debenture stock IS secured by a fixed charge over certam secunties and a tloatmg
charge over Peel Ports (lDS) Limited
Fmance lease obligations are secured on the assets to which they relate (note 13)
20. PROVISIONS FOR LIABILITIES
Group
At I Apnl2010
Credit to profit and loss account (note 10)
Exchange difference
At 31 March 2011
Provision for deferred tax comprtses:
Accelerated capital allowances
Other timmg differences
The Company has no deferred tax hab1hties
21. CALLED-UP SHARE CAPITAL
Authorised
500,000,000 ordmary shares of I each
Allotted, called up and fully paid
337,492,988 ordmary shares of1 each
Group Group
2011 2010
'000 '000
500,000 500,000
337,493 337,493
Deferred
TaxatiOn
'000
14,876
(126)
{5)
14,745
2011 2010
'000 '000
16,943 17,451
{2,198) {2,575)
14,745 14,876
Company Company
2011 2010
'000 '000
500,000 500,000
337,493 337,493
31
22. RESERVES
Profit
Merger and loss
reserve account Total
Group '000 '000 '000
At I Apnl2010
(506,095) (266,537) (722,632)
Net exchange adjustruents (209) (209)
Profit for the financtal year 3,459 3,459
Dtvtdends (note 11) (23,000) (23,000)
Actuanal gam relatmg to the Group's penston scheme (note 23) 6,624 6,624
Movement on tax relatmg to penston asset (1,722) (1,722)
Actuartal gam relatmg to JOIDt venture penston schemes 146 146
At 31 March 2011
The merger reserve arose as a result of the reconstructiOn of the Group m 2005 when Peel Holdmgs (Ports)
Ltmtted and Peel Ports Holdmgs Ltmtted merged and subsequently m the year ended 31 March 2007 when the
Company merged wtth Peel Holdmgs (Ports) Ltmtted The merger accountmg pnnctples set m FRS6
"Acqmsttions and Mergers" were applied to these Group reconstructions.
Company
At I Apnl2010
Profit for the fmancml year
DlVldends (note 11)
At 31 March 2011
23. PENSION FUNDS
Defined contnbution schemes
Profit
and loss
account
'000
1,915
22,948
(23,000)
1,863
The Group operates a number of money purchase penswn schemes provtdtng benefits based on actual
contnbuttons patd m the Umted Kmgdom and the Republic of Ireland The assets of the schemes are held
separately from the assets of the Group and are admmtstered by trustees and managed professiOnally The
contnbu!Ions of the Group varted between 2% and 25% (2010 varted between 2% and 25%) of
pensionable salanes for the financtal year Group contnbu!Ions to money purchase penston schemes match
those patd by employees up to a maxllDum of 6% In addttton, dunng the year ended 31 March 20 11, the
Group mtroduced a 'Smartpay' penswn arrangement whereby parttctpatmg employees forego part of thetr
salary m return for htgher employer pensiOn contrtbutwns Contnbu!Ions totalling 1,207,000 were patd
durmg the year (2010 727,000)
Grouo defined benefit schemes
The Group also operates a nUIDber of defmed benefit pensiOn schemes m the Umted Kmgdom and The
Netherlands based on final penswnable pay The mam defined benefit pens1on scheme ts based m the
Umted Kmgdom and represents 98% of the total liabilities m the Group's defined benefit pensiOn schemes
The assets of the schemes are held separately from the assets of the Group and are admmiStered by trustees
and managed professiOnally
Contnbutmns of the Group to the defined benefits penSion schemes are based on penswn costs across the
Group as a whole The contribUtions are determmed by a qualified actuary on the basts of tnenmal valua!Ions
usmg the proJected umt method The most recent full trtenmal actuarial valuatwns was as at Apnl2009
32
23. PENSION FUNDS (CONTINUED)
Contnbut10ns totalling 5,915,000 were pa1d dunng the year (2010 3,173,000) The contnbutlons of the
Group to the defined benefit pensiOn schemes var1ed between 12 0% and 28 7% of pensiOnable salanes The
contnbut10ns made by employees to the defined benefit penswn schemes vaned between 5% and 9% of
penswnable salanes
The mam assumptions m the actuanal valuation as at Apnl 2009 were that long-tenn mvestment rates would
be 7 0% per annum pre retirement and 4 75% per armum post retuement, pensiOnable salary mcreases would
be 2 8% per annum, the maJority of penswns m payment would mcrease at a rate of between 2 8% and 3 3%
per annum, and pnce mflat10n would be 2 8% per annum As at the latest actuarial valuatiOn, the value of the
assets was enough to cover between 78% and 88% of the benefits that had accrued to members, after allowmg
for expected future mcreases m eammgs
As at 31 March 2011, the assets of the defined benefit pens1on schemes were valued at 38 I mllhon (20 I 0
365 m1lhon)
Dunng the year ended 31 March 2011, the Govenunent announced 1ts mtentlon to move to usmg the Consumer
Pnce Index (CPI), rather than the Retail Pnce Index (RPI) as prevwusly, as the measure of pnce mflat1on for
the purposes of regulatmg occupatiOnal pens1on schemes The revaluation order 1mplementmg th1s change was
1ssued m December 2010 The 1mpact of the changes announced by the Government on any part1cular scheme
depends on the prov1s1ons of the rules of that scheme and, m particular, whether these state specifically that
mcreases should be m hne w1th a spec1fied mdex or whether they cross refer to the statutory prov1s1ons
requmng pens1ons to be mcreased Followmg a rev1ew of the rules of the Group's defined benefit pens1on
schemes, and based on actuanal adv1ce, the 1mpact of the change has been evaluated and, where appropnate,
reflected m the FRS I 7 numbers for the year ended 3 I March 2011 The overall1mpact has been to reduce the
value of the scheme hab1ht1es at 31 March 2011 by 3,326,000, recogmsed as an actuarial gam m the statement
of total recogmsed gams and losses, and to decrease the expected charge to the profit and loss account for the
year endmg 31 March 20 12
Group contnbutwns for the defined benefit pensiOn schemes for the year endmg 31 March 2012 are expected
to be m the reg10n of 5,800,000
The most recent actuarial valuat1ons were updated to 31 March 2011 by quahfied actuar1es These valuat10ns
used a set of assumptiOns cons1stent w1th those reqmred under FRS 17 The maJor assumptions used by the
actuar1es are set out below
MaJor actuanal assumptions
Rate of mcrease m pens1onable salar1es
Rate of mcrease of pens1ons m payment
Rate of mcrease for deferred pensiOners
Discount rate
Pnce mflatlon (RPI)
Pnce mflat1on (CPI)
3I March
2011
%pa
3 40
3 40
3 40
5 50
3 40
240
31 March
2010
0
/o pa
3 60
3 60
3 60
5 50
3 60
n/a
33
Mortality
Current peruaoners
Actuarial tables used
Male life expectancy at age 65
Future pensioners
Actuarial tables used
Male life expectancy at age 65 (currently aged 45)
110% SAPS tables, birth
year, with medium cohort
Improvements and a 1%
underpm
20 6years
year, with medmm cohort
Improvements and a 1%
underpm
22 5 years
year, With medmm cohort
Improvements and a I%
underpm
20 6 years
I I 0% SAPS tables, birth
year, with medmm cohort
Improvements and a I%
underpm
22 5 years
The assumptiOns used by the actuary are the best estimates chosen from a range of possible actuarial
assumptions which, due to the llmescale covered, may not necessanly be borne out m practice
An adJustment of 120% (mstead of 110%) was applied m settmg the mortality assumption adopted for the
Clydeport section of the mam defmed benefit pensiOn scheme
The sensitivities regardmg the pnncipal assumptions used to measure the scheme liabilities are set out below
Assumption
Discount rate
Inflation
Rate of mcrease m pensiOnable salaries
Mortality
Changes in the present value of the defined benefit
liabilities are as follows:
Openmg defined benefit liability
Recogmt10n of MNOPF liabilities
Current servtce cost
Interest cost
Employee contnbutions
Actuarial (gams)/losses on scheme habihties
Benefits paid
Past servtce cost
Curtailments and settlements
Closmg defined benefit liability
Change in
assumption
+/- 0 5%
+/- 0 5%
+/- 0 5%
+I year
Group
2011
'000
356,681
4,780
3,104
19,128
910
(8,668)
(19,150)
356,785
Impact on
scheme
liabilities
-7%/+7%
+5%/-5%
+1%/-1%
+3%
Group
2010
'000
275,681
2,860
18,049
1,076
80,127
(20,712)
37
(437)
356,681
34
Analysis of the defined benefit obligation: Group Group
2011 2010
'000 '000
Present value of unfunded habthttes 1,115 1,628
Present value of funded habtltttes 355,670 355,053
356,785 356,681
Reconciliation of fatr value of scheme assets: Group Group
2011 2010
'000 '000
Openmg fatr value of scheme assets 364,916 294,790
Recogmtton of MNOPF assets 3,706
Expected return on scheme assets 23,354 19,690
Actuanal gaiDS on scheme assets 1,296 66,899
Foretgn currency exchange rate changes 7
Contnbuttons by the Group 5,915 3,173
Contnbuttons by employees 910 1,076
Benefits patd {19,150} {20,712)
ClosiDg fatr value of scheme assets 380,954 364,916
Amounts to be recognised ID the balance sheet: Group Group
2011 2010
'000 '000
Present value of funded habthttes (355,670) (355,053)
Fatr value of scheme assets 380,954 364,916
25,284 9,863
Surplus restnctton (2,266)
Present value of unfunded habthttes {1,115) {1,628)
Recogntsable asset before deferred taxatton 21,903 8,235
Deferred taxatton {5,822) (2,436)
Amount recogntsed ID the balance sheet 16,081 5,799
35
Amount to be recognised in the profit and loss
account:
Current serviCe cost
Interest cost
Expected return on scheme assets
Past serv1ce cost
Gams on curta1hnent and settlements
Total expense
Group
2011
Group
2010
'000 '000
3,104
19,128
(23,354)
(1,122)
2,860
18,049
(19,690)
37
(437)
819
Of the credit for the year (20 I 0 charge), a charge of 3, I 04,000 (20 I 0 2,460,000) has been mcluded m
admmistrallve expenses and a credit of 4,226,000 (20 10 I ,641 ,000) has been mcluded w1thm net mterest
and sumlar Items
Cumulative amount of actuarial gains and losses
recogmsed m the statement of total recognised Group Group
gams and losses smce adoption of FRS 17: 2011 2010
'000 '000
Openmg cumulative {17,788) {4,560)
Actuarial gams/(losses) 8,890 (13,228)
Effect of restnction Imposed {2,266)
Movement m the year 6,624 {13,228)
Closmg cumulative (11,164) (17,788)
Plan assets Expected Expected
Fair value rate of Fa1rvalue rate of
of assets return ofassets return
31 March 31 March 31 March 31 March 31 March 31 March
2011 2011 2011 20IO 2010 2010
'000 % % '000 % %
Eqmt1es 102,249 26 85 172,734 47 8 50
Hedge Funds 47,414 13 85
Fixed Interest G1lts 17,945 5 42 16,777 5 4 50
Index Lmked Gills 33,541 9 42 28,918 8 4 50
Corporate Bonds 149,447 39 55 140,701 39 5 50
Cash 30,358 8 05 5,786 I 0 50
Total market value of assets 380,954 100 6 I 364,916 100 6 70
The overall expected return on assets IS calculated as the weighted average of the expected returns on each
mdividual asset class The expected returns are set by reference to market md1cators, mcludmg pnce mflation,
d1v1dend yields, economic growth, yields on mdex hnked g1lts and bonds and mterest rates The actual return
on plan assets was a gam of 24,650,000 (20 I 0 gam 86,588,000)
36
Group Group Group Group Group
History of expenence gains and losses 2011 2010 2009 2008 2007
'000 '000 '000 '000 '000
Present value of defined benefit hab1hty (356,785) (356,681) (275,681) (297,851) (334,469)
Fair value of scheme assets 380,954 364,916 294,790 350,225 355,846
Effect of restnct10n Imposed {2,266) {14,498)
Surplus 21,903 8,235 19,109 37,876 21,377
Experience gams/(losses) on scheme
liabilities and changes in assumphons :
Amount 8,668 (80, 127) 25,602 42,533 3,498
Percentage of present value of scheme
habihties 24% (22 5%) 93% 14 3% 10%
Difference between expected and actual
return on scheme assets:
Amount 1,296 66,899 (62,123) (16,626) (5,351)
Percentage of scheme assets 03% 18 3% (21 I%) (4 7%) (I 5%)
The fa.r value of scheme assets s shown at bid value at 31 March 2011, 2010 and 2009 and at mid-market
value at all other dates
lndustrv-wide schemes
The Former Registered Dock Workers Pension Fund ("FRDWPF")
The FRDWPF IS an mdustry w1de defined benefit pensiOn scheme As at 5 Apnl 20 I 0, the date of the most
recent valuation earned out by an mdependent actuary, the scheme had assets With a market value of 662
mdhon, representmg I 02% of the benefits accrued to members As at 5 Apnl 20 I 0, approximately 11% of the
scheme's assets were mvested m UK eqmties, 6% m diversified growth funds, 58% m mdex-lmked or
corporate bonds, 24% m g1lts and I% m cash The valuation assumptions adopted by the actuary at the time of
the most recent valuatiOn were as follows
InflatiOn
Rate of mcrease of pensionable salanes
Rate of mcrease for pensiOns m payment
Rate of mcrease for deferred pensions
Discount rate
%
3 82
4 82
3 00
3 80
4 69
Because the Group 1s unable to Identify Its share of the scheme assets and habihtles on a consistent and
reasonable basis, as perrmtted by FRS 17 "Retirement benefits", the scheme IS accounted for by the Group as If
the scheme was a defined contributiOn scheme, the cost recognised w1thm the profit and loss account bemg
equal to the contnbut1ons payable to the scheme for the year
Dunng the year the Group made contnbut10ns of 6,000 (20 10 10,000) to th1s scheme m relatiOn to Its
current active members and has recorded those as defined contnbution costs With m the profit and loss account
37
Merchant Navy Officers Pensmn Fund ("MNOPF")
The MNOPF IS an mdustry w1de defmed benefit penswn scheme The scheme IS d1v1ded mto two sectwns, the
Old Sectwn and the New Sectmn, both of wh1ch are closed to new members The most recent valuation for
each section was earned out on 31 March 2009 As at 31 March 2009, the Old Section had assets of 1,113
m1lhon, representmg 89% of the benefits accrued to members, whilst the New Sect1on had assets of 1,547
m1lhon, representmg 68% of the benefits accrued to members as at that date Followmg the prev1ous valuatmn,
the trustees undertook court proceedmgs to determme wh1ch employers were hable for the past-serv1ce defic1t
for the New Section In 2005, the court estabhshed wh1ch employers were hable for the past-serv1ce defic1t and
the trustees adopted an allocation consistent w1th the court rulmg The valuatmn assumptions adopted by the
actuary were as follows
lnflatwn
Rate of mcrease for pensmns m payment
Discount rate - mvestment return on ex1stmg assets
Pre-retlrement
- Post-retirement
Old Section
%
3 00
4 50
New Section
%
3 00
3 00
7 25
4 75
Dunng the year, the Group made contnbutlons of 997,000 (2010 125,000) m relation to the past-serv1ce
defic1t The Group has no current act1ve members m th1s scheme
In the year ended 31 March 2010 the MNOPF New and Old Sections were accounted for as 1f the schemes
were defined contnbutmn schemes because the Group was unable to 1dent1ty 1ts share of the schemes' assets
and habll1t1es on a consistent and reasonable bas1s Followmg rece1pt of suffic1ent mformatmn to 1dent1ty the
Group's share of the MNOPF New Section's scheme assets and hab1ht1es, th1s part of the MNOPF has been
accounted for on a defined benefit bas1s m the year ended 31 March 20 I I Consequently, a I I m1lhon charge
has been recorded w1thm the statement of total recogmsed gams and losses for the year At 31 March 2011,
the Group's share of the deficit was 0 I m, after contnbutlons m the year totalhng I 0 milhon were pa1d
Because the Group IS unable to 1dent1fy 1ts share of the scheme assets and habll1t1es of the MNOPF Old
Sect1on on a consistent and reasonable bas1s, as permitted by FRS 17 "Retirement benefits", the scheme IS
accounted for by the Group as 1f the scheme was a defined contnbutlon scheme, the cost recogmsed w1thm the
profit and loss account bemg equal to the contnbutwns payable to the scheme for the year
The Pilots National Pens1on Fund ("PNPF")
The PNPF IS an mdustry-w1de defined benefit scheme The most recent actuanal valuation, performed by an
mdependent actuary, 1s as at 31 December 2004 As at that date, the scheme had assets w1th a market value of
339 m1lhon, representmg 76% of the benefits accrumg to members after allowmg for future mcreases The
most recent updated assessment available from the scheme actuary IS at 31 December 2007 The value of the
fund had mcreased to 350 mllhon Approxunately 32% of the scheme's assets were mvested m eqmtles, 45%
m bonds, w1th the balance bemg held m hedge funds and m cash
The valuatiOn assumptions adopted by the actuary were as follows
InflatiOn
Rate of mcrease of pensionable salanes
Rate of mcrease for pensmns m payment
Rate of mcrease for deferred pensiOns
D1scount rate
Expected return on plan assets
Pre-retlrement
- Post-retirement
38
%
2 90
3 90
2 75
2 75
4 70
7 90
4 80
The scheme rules have not htstoncally provtded a mechantsm for the allocalton of pastservtce defictts In the
absence of an agreement on the allocatton of the past-servtce delicti, the Group ts unable to determme tts share
of assets and habthttes for thts scheme on a conststent and reasonable basts As permttted by FRS 17
'Rettrement benefits', the scheme ts accounted for by the Group as tf the scheme was a defined contrtbutmn
scheme, the cost recogmsed wtthm the profit and loss account bemg equal to the contrtbuttons payable to the
scheme for the year Whtlst the drrectors constder tl hkely that the Group wtll be requtred to fund a share of the
delicti of the PNPF, they are currently unable to determme the quanlttrn of any delicti artsmg or the share to be
borne by the Group on a conststent and reasonable basts unttl such ttme as legal proceedmgs bemg brought by
thtrd parttes agamst the trustee of the PNPF are resolved, formal actuanal valuattons performed, agreement
bemg reached on the basts on whtch any delicti wtll be shared between the parttctpatmg competent harbour
authonttes and a recovery plan ts agreed Furthermore, the trustee has mdtcated tl wtll not engage wtth the
parttctpatmg competent harbour authonttes m relatton to determmmg the quantum of any delicti and the
recovery thereof unttl the appeal process ts determmed A key tssue of the appeal process concerns the
Judgment as to the responstbthty of competent harbour authonttes wtth self employed ptlots to contrtbute to the
scheme delicti
In 2006 the parttctpatmg bodtes for the PNPF agreed a voluntary arrangement to mcrease contnbutmns m
order to reduce the delicti The dtrectors agreed to make voluntary contrtbuttons totalhng 3,524,000 payable
m mstalments over a 5 year penod In the year ended 31 March 2008, the pensmn fund trustee mtltated legal
proceedmgs agamst all parttctpatmg competent harbour authonttes as a means to obtam further contrtbuttons to
fund the delicti Although thts voluntary payment plan has lapsed, the provtstOn retamed by the Group as at 31
March 2011 amounted to 2,029,000 (2010 2,029,000)
24. NOTES TO THE GROUP CASH FLOW STATEMENT
(a) Reconciliation of operatmg profit to net cash m flow from operatmg acltvtltes
Continuing activities
Group operatmg profit
Dtfference between pensmn charge and cash contnbuttons
Deprectalton and amounts wntten off tangtble fixed assets
Release of grants to mcome
Amorttsatton of goodwtll
Exchange dtfferences
Profit on dtsposal of ftxed assets
Decrease m stocks
Increase m debtors
Increase/( decrease) m credttors
Net cash m flow from contmuing operating activities excludmg amounts due
from group undertakings
Increase m short term loans to group undertakmgs
Total net cash mflow from contmuing operating acltvtltes
Total net cash mflow from non-operatmg excepltonalttem (note 8)
Cash mflow from operational acttviltes and non-operating excepltonal item
(b) Returns on mvestments and servtcmg of finance
Interest received
Interest patd
Fmance lease mterest patd
2011
'000
76,833
(2,811)
35,125
(782)
10,105
161
(I ,330)
47
5,622
(3,080)
119,890
915
120,805
120,805
411
(52,488)
(221)
(52,298)
2010
'000
65,129
(714)
31,816
(793)
10,105
(203)
(1,168)
217
(4,380)
(9,941)
90,068
4,517
94,585
164
94,749
619
(50,916)
(314)
(50,611)
39
24. NOTES TO THE GROUP CASH FLOW STATEMENT (CONTINUED)
2011 2010
(c) Capital expenditure and financ1almvestment
'000 '000
Acqmslllon of mvestments (85)
Repayments by JOmt venture undertakmgs 130
Payments to acqurre tang1ble fixed assets (31,227) (24,590)
Receipts from government grants 51
Receipts from sales of tang1ble fixed assets I 983 1,555
(29,244) (22,939)
(d) Acquisitions and disposals
Outflow from d1sposal of mterests m subsidiary undertakmgs 906
Proceeds from d1sposal of mterest m JOmt venture 3,656
906 3,656
(e) Fmancing
Repayment of bank loans (893)
Repayment of loans from third party undertakmgs (21) (24)
Cap1tal element of fmance lease rentals {2,094) {2,532)
(3,008) (2,556)
25. ANALYSIS OF MOVEMENT IN GROUP NET DEBT
As at Other As at
I April non-cash Fore1gn 31 March
2010 Cash flow changes Exchange 2011
'000 '000 '000 '000 '000
Cash at bank 49,032 6,135 8 55,175
Overdrafts 4 4
49,028 6,139 8 55,175
Debt due withm one year (5,249) I ,515 (3,734)
Debt due after one year (l ,213,006) 914 (21,310) (l ,233,402)
Fmance leases (4,342) 2,094 (2,248)
Cash on short term deposit available only for
redemptiOn of floatmg rate guaranteed loan
notes (note 14(d)) 5,249 {1,515) 3,734
{1,217,348) 3,008 (21,310) (I ,235,650)
(I, 168,320) 9,147 (21,310) 8 (I, 180,475)
26. MAJOR NON-CASH TRANSACTIONS
Durmg the year the Group entered mto finance lease arrangements m respect of assets With a total capttal value
at the mcepllon of the lease of ml (20 I 0 942,000)
The non-cash change of 21,310,000 m note 25 relates to the amorttsatiOn of debt 1ssue costs of 3,050,000
and the change m the termmat1on payment accrued on an mdex-hnked swap of18,260,000 (note 9)
40
l7. CAPITAL COMMITMENTS
Capital expenditure contracted for but not provided for m these financial statements
l8. RELATED PARTY TRANSACTIONS
Related Party
Joint ventures
Cammell Larrd Shiprepairers &
ShipbUilders Limited
CL YDEBoyd Fort Wilham Lumted
Estuary Services Limited
VIzag Seaport Private Lumted
Subsidiaries
PortiO Management Services Limited
Transaction
Sales
Purchases
Dividend received
Purchase of fixed assets
Rent received and services provided
Purchases, rent and expenses
reimbursed
Repayment of loan
Sales and recharge of expenses
Purchases
Management fees received
Recharges of expenses
Entittes In the Peel Holdings Limited group of companies
lOll lOlO
'000 '000
1,650 5,409
lOll lOIO
'000
'000
370 570
(859) (473)
4,566
(I ,292)
85 75
(25)
130
252 217
(I ,068) (934)
133
129
The followmg summarises the transactions during the year between entities m the Peel Ports Group and other
divisions of the Peel Holdmgs Limited group of companies The other divisions of Peel Holdmgs are headed
by the followmg entities
Peel Holdmgs Land & Property (UK)
Limited
Peel Holdmgs (Energy) Limited
Peel Property Partnership
Sales and expenses recharged
Purchases, rent and expenses
reimbursed
Purchase of fixed assets
Disposal of fixed assets
Sales
Recharge of expenses
1,209 1,479
(1,743) (1,486)
(60) (430)
60 216
36 37
25 228
Details of ordmary dividends paid to the Immediate holdmg company, Peel Ports Holdmgs (Cl) Limited, are
disclosed m the directors' report
41
28. RELATED PARTY TRANSACTIONS (CONTINUED)
At the balance sheet date the followmg s1gmficant amounts were owed by I (due to) related part1es
Related Party
Joint ventures
Cammell La1rd Sh1preparrers & ShipbUilders L1m1ted
Estuary Serv1ces L1m1ted
CL YDEBoyd Fort Wllham L1m1ted
Subsidiaries
Portl8 Management Serv1ces L1m1ted
Entities in the Peel Holdings Limited group of compames
2011 2010
'000
(222)
(96)
26
62
'000
71
(81)
36
The followmg summanses the year end balances between entitles m the Group and other diVISions of the Peel
Holdmgs L1m1ted group of compan1es The other diVISIOns of Peel Holdmgs are headed by the followmg
entities
Peel Holdmgs Land & Property (UK) L1m1ted
Bndgewater Canal Trust
(674)
24
4
39
Included m accruals and deferred mcome IS accrued mterest of 2,687,000 (20 I 0 2,687 ,000) payable to
Infrastructure NCo (L1me) SarI and 2,698,000 (2010 2,698,000) payable to Peel Ports Holdmgs (IOM)
L1m1ted
29. OTHER FINANCIAL COMMITMENTS
At 31 March 2011, the Group had annual commitments under noncancellable operatmg leases as follows
Land and Land and
bu1ldings Other bUildings Other
2011 2011 2010 2010
Group '000 '000 '000 '000
Exp1ry date
- wtthm one year 89 3,302 15 7,107
- between two and five years 12 4,388 4,768
- after five years 1,229 297 1,325
1,330 7,987 1,340 11,875
The Company has no annual commitments under noncancellable operatmg leases
42
30. ULTIMATE AND IMMEDIATE HOLDING COMPANY
The d1rectors regard Tokenhouse L1m1ted, a company mcorporated m the Isle of Man, as the ultimate holdmg
company and Peel Ports Holdmgs (Cl) L1m1ted, a company registered m the Cayman Islands, as the 1mmed1ate
parent company
31. ULTIMATE CONTROLLING PARTY
Tokenhouse L1m1ted 1s controlled by The 1997 B11lown Settlement Trust By v1rtue of 1ts controllmg mterest m
Peel Ports Holdmgs (Cl) L1m1ted and the maJoniy votmg power held by the drrectors appomted by that
company's 1mmed1ate parent undertakmg, Peel Ports Holdmgs (IOM) L1m1ted, the Company cons1ders The
1997 Btllown Settlement Trust to be the ultimate controlhng party
32. MINORITY INTERESTS
At I Apnl2010
Profit and loss account
Disposal of shareholdmg m subs1d1ary undertakmg
Net exchange adjustments
Eqmty mmonty mterest at 31 March 2011
33. SUBSEQUENT EVENTS
'000
301
121
130
(66)
486
On 27 May 2011 the Group acqmred the De Facto 1693 L1m1ted group of compames from RREEF Pan European
Infrastructure Two Lux S a r I and Peel Land (No 2) Lrrmted for cash cons1derat10n of 14 m1lhon The De
Facto 1693 group owns property m Hebburn, Tyne and Wear, and Falmouth, Cornwall, wh1ch 1t leases to th1rd
part1es The acqms1t1on was financed by a 11 m1lhon loan from the Company's 1mmed1ate parent undertakmg,
Peel Ports Holdmgs (Cl) L1m1ted, and new loan notes of I 5m each 1ssued by the Company to the two mvestor
companies m Peel Ports Holdmgs (Cl) L1m1ted
43
34. PRINCIPAL SUBSIDIARY UNDERTAKINGS AND JOINT VENTURES
Subs1d1ary undertakings
The pnnc1pal subs1d1ary undertakmgs consolidated at 31 March 2011 were as follows
Country of
Incorporation Subsidiary
Great Bntam Ardrossan Harbour Company Lumted
Great Bntam Btrkenhead Port L1m1ted
The Netherlands B G Fre1ght Lme Holdmg B V
Great Bntam Clydeport Lumted
Great Bntam Clydeport Operations L1m1ted
Northern Ireland Coastal Contamer Lme L1m1ted
Great Bntam Heysham Port L1m1ted
Repubhc of Ireland Marme Tennmals L1m1ted
Great Bntam Peel Ports Investments L1m1ted
Great Bntam Peel Ports L1m1ted
Great Bntam Peel Ports Holdmgs L1m1ted
Great Bntam Peel Ports Land and Property Investments L1m1ted
Great Bntam Peel Ports Operations Lumted
Great Bntam Peel Ports UK Fmanceco Lmuted
Great Bntam Peel Holdmgs (Ports) Lumted
Great Bntam Port of Sheerness L1m1ted
Great Bntam Port1a Management Serv1ces Lumted
Great Bntam The Manchester Sh1p Canal Company Lumted
Great Bntam The Mersey Docks and Harbour Company L1m1ted
Northern Ireland TR Sh1ppmg Serv1ces L1m1ted
(1) 100% owned by Clydeport L1m1ted
(n) 100% owned by Peel Ports L1m1ted
(m) 100% owned by Peel Ports Investments L1m1ted
(1v) 100% owned by Peel Ports Operations L1m1ted or Its subs!dl8nes
(v) 100% owned by Peel Ports Holdmgs L1m1ted
(v1) 100% owned by Peel Holdmgs (Ports) L1m1ted
(vn) 100% owned by Peel Ports Intennedate Holdco L1m1ted
(vm) 100% owned by Peel Ports UK Fmanceco L1m1ted
(1x) 65% owned by Peel Ports Operattons Lumted or 1ts subs1d13nes
Jomt ventures
The pnnc1pal JOint ventures, as at 31 March 2011, were as follows
Country of
Prmc1pal activities
Port Fac1ht1es
Port Authonty
Sh1ppmg
Holdmg Company
Port Fac1ht1es
Sh1ppmg
Port Authonty
Stevedormg
Holdmg Company
Holdmg Company
Holdmg Company
Holdmg Company
Holdmg Company
Holdmg Company
Holdmg Company
Operator of a Regtonal Port
Port Consultancy
Operator of a Reg1onal Port
Operator of a Regtonal Port
Sh1ppmg Serv1ces
Group
Note
(1)
(1v)
(1v)
(Ill)
(1)
(1v)
(1v)
(1v)
(n)
(v)
(v1)
(v1)
(Ill)
(vn)
(v111)
(v)
(1x)
(Ill)
(Ill)
(1v)
mcorporation Jomt venture shareholding Principal activities
Great Bntam CL YDEBoyd Fort Wlham L1m1ted 50% Port facht1es
Great Bntam
Cammell Lmd Sh1prepa1rers & Sh!pbutlders
4749%
Sh1prepamng and
L1m1ted shtp conversions
Great Bntam Estuary Services L1m1ted 50% Port fac1ht1es
44

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