EQUITIX HUBCO LIMITED 11 12 13 Notes to the ?nancial statements for the period ended 31 December 2016 FINANCIAL INSTRUMENTS (continued) Interest rate sensitivity analysis The Company has no exposure to interest rate risk. Credit risk management Credit risk refers to the risk that a oounterparty will default on its contractual obligations resulting in a ?nancial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining suf?cient collateral where appropriate as a means of mitigating the risk of ?nancial loss from defaults. For cash and cash equivalents the Company only transects with entities that are rated the equivalent to investment grade and above. Other ?nancial assets consist of amounts receivable from related parties. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the board of Directors. which has built an appropriate liquidity risk management framework for the management of the Company's short-. medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate cash reserves. banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching maturity pro?les of ?nancial assets and liabilities. Fair value of financial instruments The fair value of ?nancial assets and liabilities is determined as follows: The fair value of non-derivative ?nancial assets and ?nancial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices. The fair value of other non?derivative ?nancial assets and ?nancial liabilities is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. The Directors consider that the carrying amounts of ?nancial assets and ?nancial liabilities. recorded at amortised cost in the ?nancial statements. are approximately equal to their fair values. The following table details the Company's expected maturity for its non-derivative ?nancial assets. The table below has been drawn up based on undiscounted contractual maturities of the ?nancial assets including interest that will be earned on those assets except where the Company anticipates that the cash flow will occur in a different period. Assets Less than 1 year 1-2 years 3-5 years 5+ years Total 2016 i: 2 fr: 2 Investments at cost - - 51 51 Interest and other receivables 100 RELATED PARTY TRANSACTIONS Trading transactions During the period the Company entered into the following transactions with related parties: an 2016 2016 Amounts owed Amounts owed to Related party by related parties related parties Equitix Hubco 3 Limited 49 . 49 ULTIMATE PARENT UNDERTAKING The Company's immediate parent company is Equitix Hubco 3 Limited. a company incorporated in England and Wales. The Company's ultimate parent and controlling entity. is Equitix Fund LP. a limited partnership registered in England and Wales. The Company's results are not consolidated as the Company and its parent entities meet the criteria of Investment Entities under 10. Copies of Equitix HubCo 3 Limited accounts can be obtained from Companies House. Crown Way. Cardiff CF14 3UZ. Page 14 EQUITIX HUBCO 3 LIMITED Notes to the financial statements for the year ended 31 December 2016 17 18 19 RELATED PARTY TRANSACTIONS Trading transactions During the period the Company entered into the following transactions with related parties: MW Related party Equitix Limited Related party Cum?e 8. Brown Equitix Limited Hub SW Greeniaulds Sub Hub Co Limited Hub SW NHSL Sub Hub Co Limited Equitix Capital Eurobond 3 West Related party Currie 8. Brown Equitix Limited Hub SW Greeniaulds Sub Hub Co Limited Hub SW NHSL Sub Hub Co Limited Equitix Limited Equitix Capital Eurobond 3 ULTIMATE PARENT UNDERTAKING Purchase of Purchase of Sale of Services Services Sale of Services Services 2016 2016 201 5 2015 ?000 ?000 ??000 ?'000 - (659) - (492) - l?59l - (4911 . interest Interest interest income expense Interest income expense 2016 201 6 2015 2015 ??000 ?000 ?000 ?000 242 - 269 - (431) - (4031 365 (431) 394 (405) Amounts owed Amounts owed Amounts owed Amounts owed by related to related by related to related parties parties parties parties 2016 2016 2015 2015 ??000 ?000 ?000 ?000 3.184 - 429 - 1.066 - 2 - 1 .408 - - - - (1.151) - . (492) - (6,420) - (467) 5.660 (7,571) 431 (959) The Company's immediate parent company is' Equitix Capital Eurobond 3 Limited. a company incorporated in the United Kingdom. The Company/s ultimate parent and controlling entity. is Equitix Fund LP. a limited partnership registered in England and Wales. The Company's results are not consolidated as the Company and its parent entities meet the criteria of investment Entities under IFRS 10. Copies of Equitix Capital Eurobond 3 Limited accounts can be obtained from Companies House. Crown Way. Cardiff CF14 3UZ. FUTURE COMMITMENTS On 19 December 2014. Equitix Hubco 3 Limited. a subsidiary undertaking of Equitix Fund LP. signed an agreement with Equitix Limited in relation to the provision of services for the development of the Wick Community Campus Project. This agreement falls under the Forward investment Agreement between Equitix Limited. Equitix Fund LP and Equilix investment Management Limited. dated 10 June 2013. in which the Fund is committed to pay in aggregate a further ?427.604 once construction has been completed. Page 22 EQUITIX CAPITAL EUROBOND 3 LIMITED Notes to the ?nancial statements for the year ended 31 December 2016 18 19 20 FUTURE COMMITMENTS The Company is committed to investing ?89.90m (2015: ?67.68m) across its underlying infrastructure assets. Solutions for North Tyne Limited. Hayabusa Umited. AmeyCespa (AWRP) SPV Limited, Equitix (Howden House) Limited. Hub South West Scotland (Greenfaulds) Limited. NPH Healihcare Limited. North West Priority Schools. Hub North Scotland (Anderson) Limited. Midlands Priority Schools. Full Circle Generation Limited. Hub North Scotland (Elgin) Limited. Hub North Scotland (Wick) Limited and Welken 3 Limited. These commitments shall be mlled on upon successful completion of the construction phases. ULTIMATE PARENT UNDERTAKING The Company's immediate parent company is Equitix Fund Holdco 3 Umited. a Company incorporated in Guernsey. The Companys ultimate parent and controlling entity. is Equitix Fund LP. a Limited Partnership registered in England and Wales. The Company's results are not consolidated as the Company and its ultimate parent entity meets the criteria of Investment Entities under IFRS 10. The Company's parent does not prepare consolidated accounts. POST BALANCE SHEET On 6 January 2017. Full Circle Generation Limited issued a drawdown notice to the Company for ?97k. At the same time the Company entered in to loan agreement with Equitix Capital Eurobond 3 Limited for the purpose of financing the shareholder drawdown. On 10 January 2017 the Hub North Scotland (Wick) Limited project reached practical completion. As a result the Company paid the ?427,604 premium to Equitix Limited On 5 April 2017, Full Circle Generation Limited issued a drawdown notice to the Company for ?344k. At the same time the Company entered in to loan agreement with Equitix Capital Eurobond 3 Limited for the purpose of ?nancing the shareholder drawdown. page 24 DAY CHFP025 A fee" Is payable with this form. ?R3mg? ??ieL P5 LIMITED CT 1907 Application for Registration of a Limip"m? (In accordance with section 8 of the Limited Partnerships Act 1907) Name of firm or partnership 0 Equitix Fund ill LP We the undersigned, being the partners of the above-named firm, hereby apply for registration as a limited partnership and for that purpose supply the following particulars: The general nature of the business To carry on the business of investment and to carry out all functions and acts in connection with such business. The principal place of business Boundary House, 91-93 Charterhouse Street, London EC1M 6HR The term, if any, for which the limited partnership is to be entered into 9 15/02/2013 COMPANIES HOUSE The Partnership will continue until it is wound up in accordance with the provisions of the limited partnership agreement of the partnership. Please give the name and signatures of each general partner Names Signatures GP 3 Limited 9N Him?it ?2055ng- Piease give the name, amount contributed and signature of each limited partner Names Amount contributed 9 Signatures Equitix No. 3 Limited paid in cash MW are rm Ea. 0 This must include the appropdate name ending. 8 This begins with the date of registration. 9 State the amount contributed by each limited partner, and whether paid in cash. or how othemisePiease be aware that all Information on this form Will be available on the public record A19 1 21021201 3 #243 When you have completed the form, please send to the Registrar of Companies. COMPANIES HOUSE Presented by: Presenter?s reference: Ashurst LLP Broadwalk House Date: 06] o?L 2013 5 Appold Street EDIN 4255068 I 06/06/20l8 Company Search Company Details A . :1 Email Address . ME FOUNDAUON 1 LIMITED LIABILITY PARTNERSHIP AR PARTN HIP EAR mm AMAHIIBALMRKEARHILEQLSLAESMIW Home Rgrveo Name, Limited Company Details EQUITIX GP 3 LIMITED 3 Compa?nfoetails mam Register Guernsey Registered Company Company Reg Number 55700 Company Name EQUITIX GP 3 LIMITED Alternative Name Company Type Non Cellular Company Company Classification GFSC Regulated Management Company Company Status Normal (as at 04 October 2012) Registered Office Address PO Box 119 Martello Court Admiral Park St Peter Port GUERNSEY 3H8 Economic Activity Type Trusts, companies and other structures administered by fiduciaries (10.2.1) Liability Type Limited by Shares Waive Yes Company Registered Date 04 October 2012 Audit Exempt Annual? No Resident Agent Exempt? Yes Audit Exempt Indefinite? No Purchase Documents: Certificate of Good Standing (Certlfied) (?25.00) Add To Basket 215mm,? or (mud sit-mam ?Minnie Start-mom ol the lit-timer Back To Search Results (It (arz Ixr/nif ?1 .s . . Contact: I mum l/l EQUITIX NO. 3 UMITED Notes to the ?nancial statements for the year ended 31 December 2017 (continued) 7 10 11 12 INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS (CONTINUED) As discussed in note 1. the investment represents the Company's 1% interest in Equitix Fund Ill LP. 0n the Balance Sheet this is presented as an investment at cost less impairment and as a debtor representing share of participating interest in the Partnership (note 8). A reconciliation to fair value of the investment is presented in this note. being the aggregate of investment cost and share of participating interest. The Company is obliged by the terms of the Limited Partnership Agreement to invest up to ?5,050.505 (2016: 25.050.505) into Equitix Fund Ill LP as required. DEBTORS 2017 2016 Amounts owed by parent undertakings 100 100 Amounts owed by participating interests 2.282.886 1.250.607 2,282,986 1,250,707 The Company has recognised a debtor for the share of results of Equitix Fund LP for the year. This debtor is repaid when the Company receives distributed earnings from Equitix Fund Ill LP. CREDITORS 2017 2016 l: Amounts falling due within one year Amounts owed to group undertaking 1 050 743 610 442 1.655.743 610,132 Amounts falling due after more than one year Amounts owed to group undertaking 4 395 111 3 819 795 3,555,111 3,519,795 The Company has an intercompany loan agreement with Equitix Finance Limited. a fellow group undertaking. for all capital requirements of the Company. falling ultimately due in June 2038. however. the Company may make repayments before this due date. The interest rate is fixed at 11%. the Company has no further debt liabilities. CALLED UP SHARE CAPITAL 2017 2016 Allotted. called up and unpaid: Ordinary shares at ?1 each 100 100 The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. There are no associated rights or preferences relating to the Ordinary Shares. TRANSACTIONS WITH RELATED PARTIES As a 100% subsidiary of Equitix Holdings Limited. the Company has taken advantage of the Qualifying Entity exemption under FRS 102 not to provide information on related party transactions with other undertakings or key management remuneration within the Equitix Holdings Limited group. Note 12 gives details of how to obtain a copy of the published financial statements of Equitix Holdings Limited. ULTIMATE PARENT The Company's immediate parent. and the smallest group in which its results are consolidated is Equitix Holdings Limited, a Company incorporated in the United Kingdom and registered in England and Wales. Copies of the consolidated accounts of Equitix Holdings Limited are available from Companies House. Crown Way. Maindy, Cardiff CF14 3UZ. The Company's ultimate parent. and the largest group in which its results are consolidated is Pace Topco Limited. a company incorporated in the United Kingdom and registered in England and Wales. Copies of the consolidated accounts of Pace Topco Limited are available from Companies House. Crown Way. Maindy. Cardiff CF14 3UZ. The Company's ultimate controlling company is Tetragon Financial Group Limited. a company incorporated and registered in Guernsey. Page 11 EQUITIX HOLDINGS LIMITED Notes to the Company ?nancial statements for the year ended 31 December 2016 TRANSACTIONS WITH RELATED PARTIES The Company has provided a loan to its subsidiary Equitix Limited for ?944 and has received an upstream loan of ?70.000 from Equitix Limited. Both transactions have been provided at zero interest coupon and can be redeemed on demand by either party. ULTIMATE PARENT UNDERTAKING The Company's immediate parent undertaking is Pace Bidco Limited, a company incorporated in the United Kingdom and registered in England and Wales. Copies of the accounts of Pace Bidco Limited are available from Companies House, Crown Way. Maindy. Cardiff CF14 3UZ. The Company?s ultimate parent. and the largest group in which its results are consolidated is Pace Topco Limited, a company incorporated in the United Kingdom and registered in England and Wales. Copies of the consolidated accounts of Pace Topco Limited are available from Companies House. Crown Way, Maindy. Cardiff CF14 3UZ. I page 41 PACE BIDCO LIMITED 11 Notes to the ?nancial statements for the year ended 31 December 2016 FINANCIAL INSTRUMENTS continued The following tables detail the Company's remaining contractual maturity for its non-derivative ?nancial liabilities. The tables have been drawn up on undiscounted cash ?ows of ?nancial liabilities based on the earliest date the Company could be required to satisfy borrowing repayments. The table includes principal repayment and assumed interest cash flows: Liabilities Less than 1 year 1-2 years 2-5 years 5+ years Total 2010 External borrowings 10,000,000 10,000,000 25,000,000 - 45,000,000 Loans from related parties 4,043,376 1 ,208.333 3,024,448 11 3,1 73,507 1 21,449,665 14,043,376 11,208,333 28,024,448 11 3,173,507 166,449,665 2015 External borrowings 8,000,000 10,000,000 35,000,000 - 53,000,000 Loans from related parties 2,315,785 1,208,333 4,232,702 102,553,947 110.31 0.847 10,315,705 11,208,333 39,232,702 102,553,047 163,310,847 12 13 The details of external borrowings are disclosed in note 8. The?tollowing table details the Compaan expected maturity for its non-derivative financial assets . The table below has been drawn based on undiscounled contractual maturities of the financial assets including interest that will be earned on those assets except where the Company anticipates that the cash ?ow will occur in a different period. Assets Less than 1 year 1-2 years 2-5 years 5+ years Total 2016 Cash and cash equivalents 552 - - - 552 552 - - - 552 2015 Cash and cash equivalents 552 - - - 552 552 - - - 552 RELATED PARTY TRANSACTIONS As a 100% subsidiary of Pace Topco Limited. the Company has taken advantage of the qualifying entity exemption under FRSIOZ not to provide information on related party transactions with other undertakings of Pace Topco Limited. details of how to obtain copies of the financial statements of Pace Topco Limited are disclosed in note 13 below. ULTIMATE PARENT The Company's immediate and ultimate parent. and the largest grOup in which its results are consolidated is Pace Topco Limited, a company incorporated in the United Kingdom and registered in England and Wales. Copies of the consolidated accounts of Pace Topco Limited are available from Companies House, Crown Way, Maindy. Cardift CF14 301 page 15 PACE TOPCO LIMITED up. Notes to the Company ?nancial statements for the year ended 31 December 2016 TRANSACTIONS WITH RELATED PARTIES The Company has made a loan to Pace Bidco Limited as disclosed in note 4, and. has received a loan from Tetragone Financial Group Limited and various members of the Equitix Holdings Limited management as disclosed in note 5. ULTIMATE PARENT UNDERTAKING The Company and Group?s immediate parent undertaking is Pace Cayman Holdco Limited (registration number 00291493) whose registered of?ce is at PO Box 309. Ugland House. Grand Cayman, KY1-1104, Cayman Islands. The Company and Group's ultimate parent undertaking and controlling party is Tetragon Financial Group Limited (registration number 43321), whose registered of?ce is 1st Floor Dorey Court. Admiral Park. St. Peter Port. Guernsey GY1 6HJ. page 42 25/05/2018 Home sit-?- General Registry CAYMAN ISLANDS o. Entity Search Companies, Partnerships and Trusts Search Details Search for a company, partnership or trust by using either its full name or partial name. Entity Name Pace Cayman Holdco Limited 0? Search Entity Name PACE CAYMAN HOLDCO LIMITED View Details The information provided to the public on companies are as follows: Company Name and Number, Place and Date of Incorporation, Type of Company, Status, Registered office and Address - any other information and or documents must be requested from the Company's Registered Office. Please note that this policy also applies to Partnerships and Trusts - however, anyone wishing to obtain further information on a Partnership may inspect the file at the General Registry Department by appointment only. Terms Conditions l/l FINANCIAL GROUP MASTER FUND LIMITED NOTES TO THE FINANCIAL STATEMENTS - (continued) As at 31 December 2017 Note 17 Related-Party Transactions (continued) TFG Asset Management which owns Polygon's asset management businesses and infrastructure platform and interests in LCM and GreenOak, was acquired on 28 October 2012 (the ?Acquisition'). As part of the Acquisition, Reade Grif?th and Paddy Dear, as founders of Polygon, were awarded consideration in non-voting shares of the Feeder, which vested between 2015 and 2017. During the year ended 31 December 2017, Reade Griffith and Paddy Dear received 2,474,887 and 873,487 shares respectively in relation to this transaction as the ?nal tranche was released. It was contractually agreed as part of the Acquisition that to the extent any annual compensation actually paid to each of Reade Grif?th and Paddy Dear in respect of his employment with the Fund exceeds an annual base salary of USS 100,000, they would return such excess amount to the Fund. During the year ended 31 December 2017 total compensation paid to them each in aggregate was USS 100,000 (31 December 2016: USS 100,000). Reade Griffith and Paddy Dear continue to hold membership interests in Polygon Global Partners LLP (the Investment Ma nager") which collectively entitle them to exercise all of the voting rights in respect of the UK. Investment Manager. As part of the Acquisition, each of Mr. Grif?th and Mr. Dear has agreed that he will exercise his voting rights in a manner that is consistent with the best interests of the Fund and (ii) upon the request of the Fund, for nominal consideration, sell, transfer and deliver his membership interests in the UK Investment Manager to the Fund. The UK. Investment Manager and Polygon Global Partners LP (together the ?Service Providers") provide operational, financial control, trading, marketing and investor relations, legal, compliance, administrative, payroll and employee benefits and other services to the Investment Manager in exchange for fees payable by the Investment Manager to the Service Providers. One of these entities, the UK Investment Manager, which is authorised and regulated by the United Kingdom Financial Conduct Authority, also provides services to the Investment Manager relating to the dealing in and management of investments, arranging of deals and advising on investments. In addition, the Service Providers also provide infrastructure services to GreenOak and operating, infrastructure and administrative services to Polygon Private Investment Partners LP, an affiliate of the Voting Shareholder, pursuant to applicable separate services agreements. TFG Asset Management, through the Service Providers has implemented a cost?allocation methodology with the objective of allocating service-related costs, including to the Investment Manager. TFG Asset Management then charges fees for the services allocated on a cost-recovery basis that is designed to achieve full recovery of the allocated costs. In the year, the amount recharged to the Investment Manager was USS 17.3 million (31 December 2016: USS 14.0 million), GreenOak USS 0.5 million (31 December 2016: USS 0.6 million) and Polygon Private Investment Partners LP USS 0.2 million (31 December 2016: USS 0.2 million). During 2017, the Fund purchased 0.1 million shares from TFG Asset Management for USS 1.0 million using then-current share price of USS 13.12. Reade Griffith and Paddy Dear also hold membership interests in Pace Cayman Holdco Limited (?Pace Holdco?), an entity through which the Fund ultimately owns its equity stake in Equitix. These membership interests collectively entitle them to exercise all of the voting rights in respect of Pace Holdco. Each of Mr. Grif?th and Mr. Dear has agreed that he will exercise his voting rights in a manner that is consistent with the best interests of the Fund and (ii) upon the request of the Fund, for nominal consideration, sell, transfer and deliver his membership interests in the Pace Holdco to the Fund. The Fund holds CLO equity investments in CLOs which are managed by LCM. In total, as at 31 December 2017, it held CLO equity tranche investments in 11 CLOs managed by LCM with a fair value of USS 191.9 million (31 December 2016: USS 202.0 million). 49