Post on 14-Mar-2023
GL Europe Summit S.à r.l.
25A, Boulevard Royal
L-2449 Luxembourg
R.C.S. Luxembourg B183512
Share Capital : GBP 12,000
Annual Accounts
For the year ended 31 December 2014
GL Europe Summit S.à r.l.
R.C.S. Luxembourg B183512
Management Report for the year ended 31 December 2014
The Board of Managersare pleasedto presentitsmanagementreport andaccountsof the Company for the yearended 31 December 2014.
Principal Activities
The principal activities of the Company are the holding and financing of group companiesand investment in
properties.
Results and Appropriation
The resultsof theCompany for theperiod is setout in the profit and lossaccountof theCompany.
Capital
The Company was incorporated in Luxembourg on 9 December 2013 with subscribed share capital of GBP
12,000divided into 12,000shareswith a par value of GBP 1 each.
Future Developments
The Managementdoes not anticipate any major changes during the coming financial year and expects tocontinue with its activities.
Financial risk and capital management
The Company is exposed to a variety of financial risks, which include credit risk, market risk (primarily
foreign exchangerisk and interestrate risk) and liquidity risk. Managementis responsiblefor themanagement
of financial risks. Their objective is to minimize adverse impacton the Company’s financial performancedueto theunpredictability of financial markets.
Post Balance Sheet Events
No matters or circumstances of importance have arisen since the end of the financial year which have
significantly affectedor may significantly affect the operationsof the Company, the resultsof thoseoperationsor theaffairs of theCompany.
Page 1
GL Europe Summit S.à r.l.
R.C.S. Luxembourg 8183512
Management Report for the year ended 31 December 2014
Luxembourg
The ManagersI9 June BOIS
mm:liichordStabinsky‘
Page 2
Audit report
To the Board of Managers ofGL Europe Summit S.à r.l.
Report on the annual accounts
We haveauditedthe accompanyingannual accountsof GL Europe Summit S.à r.l., which comprisethebalancesheetasat 31 December2014, the profit and lossaccountfor theyear ended31 December2014and a summary of significant accounting policies and other explanatory information.
Board of Managers’ responsibility for the annual accounts
Board of Managers is responsible for the preparation and fair presentation of these annual accounts inaccordancewith Luxembourg legal and regulatory requirements relating to the preparation of theannual accounts, and for such internal control as the Board of Managersdetermines is necessarytoenable the preparation of annual accounts that are free from material misstatement, whether due tofraud or error.
Responsibility of the “Réviseur d’entreprisesagréé”
Our responsibility is to expressan opinion on theseannual accountsbasedon our audit. We conductedour audit in accordancewith International Standardson Auditing as adoptedfor Luxembourgby the“Commission de Surveillance du Secteur Financier”. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theannual accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the annualaccounts.The proceduresselecteddependon thejudgment of the “Réviseur d’entreprisesagréé”, including the assessment of the risks of material misstatement of the annual accounts, whetherdue to fraud or error. In making those risk assessments,the “Réviseur d’entreprisesagréé” considersinternal control relevant to the entity’s preparation and fair presentation of the annual accounts inorder to designaudit proceduresthat are appropriate in the circumstances,but not for the purposeofexpressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonablenessof accountingestimatesmadeby the Board of Managers,aswell as evaluatingthe overall presentationof the annualaccounts.
Webelievethat the audit evidencewe haveobtainedis sufficientand appropriate to provide a basisforour audit opinion.
Pricewaterh0useCoopers,Sociétécoopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 LuxembourgT: +352 494848 1, F: +352 494848 2900, www.pwc.lu
Cabinetde révision agréé. Expert-comptable (autorisation gouvernementalen°10028256)R.C.S. Luxembourg B 65 477 - TVA LU25482518
pwc
Opinion
In our opinion, the annual accounts give a true and fair view of the financial position ofGL Europe Summit S.à r.l. as of 31 December2014, and of the results of its operationsfor the yearended 31 December 2014 in accordance with Luxembourg legal and regulatory requirements relating tothe preparation of the annual accounts.
Other matter
The 2013 correspondingfigures presentedin the 31 December2014 annual accountsof the Companyhave not been audited.
Report on other legal and regulatory requirements
The managementreport, which is the responsibility of the Board of Managers, is consistentwith theannual accounts.
Pricewaterhousecoopers,Sociétécoopérative Luxembourg, 19 J une2015Represented by
Kenneth Kai Siong Iek
ASSETS
Formation expenses
Fixed assets
Tangible fixed assetsFinancial fixed assets
Total fixed assets
Current assets
Cash at bank
Debtors
Total current assets
TOTAL ASSETS
LIABILITIES AND EQUITY
SHAREHOLDER'S EQUITY
Subscribedcapital
Share premium reserve
Profit or lossbrought forward
Loss for theyear/period
Total equity
LIABILITIES
Subordinated debts
Non subordinated debts
Provisions for taxation
Total liabilities
GL Europe Summit S.à r.l.
R.C.S. Luxembourg B183512
Balance Sheet
Notes
TOTAL LIABILITIES AND EQUITY
Page 5
As at As at
31 December 31 December
2014 2013
GBP GBP
454,278 -
23‚928,624 -
1 -
23,928,625 -
302,917 12,000
698,350 -
1,001,267 12,000
25,384,170 12,000
12,000 12,000
4,899,684 -
(2,682) -
(693,821) (2,682)
4,215,181 9,318
5,409,298 -
15,757,009 -
2,682 2,682
21,168,989 2,682
25,384,170 12,000
GL Europe Summit S.à r.l.
R.C.S. Luxembourg Bl83512
Profit and Loss Account
Notes
INCOME
Gross profit 13
Other interest and other financial income
CHARGES
Interest and other financial charges 14
Value adjustmentson formationexpensesand
on tangible and intangible fixed assets 15
Other operatingcharges 16
Loss before taxation
Income tax
Loss for the year/period
Page 6
Year ended Period ended
31 December 31 December
2014 2013
GBP GBP
822,647 -
580 -
823,227 —
(807,727) -
(524,701) -
(182,020) -
(691,221) -
(2,600) (2,682)
(693,821) (2,682)
1.
E"
GL Europe Summit S.à r.l.
R.C.S. Luxembourg Bl83512
Notes to the Annual Accounts for the year ended 31 December 2014
General
GL Europe SummitS.à r.l. (the "Company") is a “société à responsabilitélimitée” incorporatedunder the
laws of Luxembourgon 9 December2013 for an unlimitedperiod. The registeredoffice of the Companyis located at 25A, Boulevard Royal, L-2449 Luxembourg.
The Company's financial year startson lst January and endson 31st December of eachyear. As at 31
December2014, theCompanywaswholly ownedby GL Europe REl Bondco Holdings S.à r.l.
Basedon the criteria defined by Luxembourg Law, the Company is exempt from the obligation to draw
up consolidatedaccountsand a consolidatedmanagementreport for the year ended31 December 2014.
Therefore, in accordancewith the legal provisions, these annual accounts were presentedon a non-
consolidatedbasisfor theapproval of the shareholders.
The Company is included in the consolidatedaccountsof GL Europe RE Holdings S.à r.l. ("GLEU REHoldings") forming the largestbody of undertakingsof which the Company forms a part as an indirect
subsidiary undertaking. The consolidatedaccountsof GLEU RE Holdings are available at its registeredoffice at 25A, Boulevard Royal, L-2449 Luxembourg.
ln addition, the Company is included in the consolidatedaccountsof GL Europe REl Bondco Holdings
S.à r.l. ("GLEU Bondco") fonning the smallest body of undertakings included in the body of
undertakingsreferred to in the above-mentionedparagraphof which the Company forms part as a direct
subsidiary undertaking. The consolidated accounts of GLEU Bondco are available at its registeredoffice at 25A, Boulevard Royal, L-2449 Luxembourg.
The principal activitiesof the Companyare the holding and financingof group companiesandinvestmentin properties.
Summary of significant accounting policies
The principal accountingpolicies applied in the preparationof theseaccountsare set out below. Thesepolicies havebeenconsistentlyapplied unlessotherwisestated.
. Basis of preparation
The annual accounts have been prepared in accordance with Luxembourg legal and regulatoryrequirementsunder the historical cost convention. Accounting policies and valuation rules are, besides
theone laid down by the law, determinedandapplied by the Board of Managers.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also
requires the Board of Managers to exercise its judgement in the process of applying the accounting
policies.Changesin assumptionsmayhavea significantimpactontheannualaccountsin theperiodinwhich the assumptionschanged.Managementbelieves that the underlying assumptionsare appropriate
andthat the annualaccountstherefore presentthe financial position andresults fairly.
The Companymakesestimatesandassumptionsthat affect the reported amountsof assetsand liabilities
in the next financial year. Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectationsof fiiture events that are believed to bereasonable under the circumstances.
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GL Europe Summit S.à r.l.
R.C.S. Luxembourg Bl83512
Notes to the Annual Accounts for the year ended 31 December 2014
b. Fixed assets
(i) Tangible fixed assetsare statedat cost less accumulateddepreciationand accumulatedimpairment
losses. The property is depreciatedon a straight-line basis over its estimateduseful life of 33 years.Land is not depreciatedas it is deemedto have an infinite life. At the end of each calendar year, the
Board of Managers determines in good faith the estimatedrecoverable value of the asset. Where the
carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount. These value adjustmentsare not continued if the reasons for
which they were made have ceasedto apply. Gains and losseson disposal of tangible fixed assetsare
determinedby referenceto their carrying amountsand recorded in theprofit and lossaccount.
(ii) Shares in affiliated undertakingsare valued at acquisition cost. Where the carrying amountof the
shares in affiliated undertakings is greater than its estimatedrecoverable amount, it is written down
immediately to its recoverable amount. These value adjustmentsare not continued if the reasons forwhich they were made have ceased to apply.
c. Foreign exchange transactions and translation
The Companymaintains its booksand records in british pound sterling (“GBP”). Incomeand expensesdenominatedin currenciesother thanGBP are translatedat the exchangerate effective at the dateof thetransaction. Current assets and liabilities denominated in currencies other than GBP are translated at the
rate of exchangeprevailing at the balance-sheetdate. Foreign exchangegainsand lossesare recorded in
theprofit and lossaccount.
Non-current assetsexpressedin currenciesother thanGBP are translatedinto GBP at the exchangerateeffective at the time of transaction.At the balancesheetdate, theseassetsremain translatedat historical
exchangerates.
d. Accounts receivable
Accounts receivable are recorded at nominal values less provisions for doubtful debts, if any.
Recoverability of receivables relating to rental income are assessedon a tenant by tenant basis
throughoutthe year. Receivables are subject to value adjustmentswhere their recovery is compromised.These value adjustmentsare not continued if the reasons for which they were made have ceasedto
apply-
e. Cash and cash equivalents
Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid
investmentsthatare readily convertible to knownamountsof cash.
f. Long-term debts
Long-termdebtsrepresentliabilitiesundertakenfrom banksand financial institutionto financethepurchaseof real estateinvestmentpropertiesandare initially recognizedat historicalcostwithinnon-current liabilities. lt is comprisedof Ioanswith a maturity dateof greater than 12 monthsafter the year
end date. When the amountrepayable is greater than the amountrecorded, the difference is recorded in
theprofit and loss.
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GL Europe Summit S.à r.l.
R.C.S. Luxembourg B1835l2
Notes to the Annual Accounts for the year ended 31 December 2014
. Taxation
The Company and its subsidiary are subject to taxation in the countries in which they operate. Current
taxation is provided for at theapplicable current rateson the respectivetaxable profits.
Significant judgement is required in detemiining the total provision for income taxes. Where the final
tax outcome is different from the amountsthat were initially recorded such differences will impact theincome tax provision in the year in which the determination is made.
. Deferred income tax
Deferred income tax liabilities are provided in full, on temporary differences arising between the tax
basesof assetsand liabilities, and their canying amountsin the accounts.Deferred incometax assetsand
liabilities are determinedusing tax ratesand laws that have beenenactedor substantiallyenactedby the
balancesheetdate and are expectedto apply when the deferred incometax liability is settled. Deferred
incometax assetsare not recognizedunlesstheir recovery is settled.
'. Provisions and expense accruals
A provision is recognizedwhen the Company hasa presentobligation (legal or constructive) as a result
of a past event and it is probable that an outflow of resourcesembodying economic benefits will be
required to settle the obligation and a reliable estimatecan be made of the amountof the obligation.Provisions are reviewed at eachbalancesheetdateandadjustedto reflect the current bestestimate.
'. Deferred income
Deferred incomerepresentsrental income invoiced in advanceto tenantsas at the balancesheetdatebut
which relatesto future subsequentyears.
. Revenue recognition - rental income
The Company leases its property to tenants under agreementsclassified as operating leases. Rental
incometogetherwith any related rental incentives representsrents chargedto tenantsand is recognizedon a straight line basis over the term of the lease.
. Expense recognition
Expensesare accountedfor on an accrual basisand are chargedto the profit and loss. Those incurred in
the acquisition of an investment are capitalized as part of the cost of acquisition of the investment.
Expensesarising on the disposalof investmentsare deductedfrom the disposalproceeds.
. Interest on debt
Intereston debtexpenserelatesto the interestpaid andpayableon debt.
. Contingencies
Contingenciesare not recognized in the accounts.They are disclosedunlessthe possibility and outflow
of resourcesembodyingeconomicbenefitsis remote.A contingentassetis not recognizedin theaccountsbut disclosedwhen an inflow of economicbenefits is probable.
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GL Europe Summit S.à r.l.
R.C.S. Luxembourg Bl835l2
Notes to the Annual Accounts for the year ended 31 December 2014
3. Subscribed capital
The fully paid subscribedcapital of GBP 12,000is representedby 12,000shareswith a par value of GBP 1each.
4. Taxation
The Company is subjectto all taxesapplicable to Luxembourgcommercialcompanies.
5. Formation expenses 2014 2013
Capitalized loan issuanceexpenses
At beginningof year/period - -
Capital expenditureincurred during the year/period 485,579 -
At endof year/period 485,579 -
Accumulated Amortization
At beginningof year/period - -
Amortization during the year/period 31,301 -
At endof year/period 31,30] -
Net book value at endof year/period 454,278 -
The capitalized loan issuanceexpensesrepresent the transaction costs that are directly attributable to the
SterlingTermFacility(Note12) andwill beamortizedoverthetenureof theFacility.
6. Tangible fixed assets 2014 2013
The movementsof theproperty during theyear/periodare asfollows:
Gross bookvalue atbeginningof year/period - -
Purchaseduring theyear/period 24,000,000 -
Capital expenditureincurred during theyear/period 422,024 -
Gross book value at endof year/period 24,422,024 -
Accumulateddepreciationand impairmentat beginningof year/period - -
Depreciationduring theyear/period 493,400 -
Accumulateddepreciationand impainnentat endof year/period 493,400 -
Net book value at beginningof year/period - -
Net bookvalue at endof year/period 23,928,624 -
This property is knownas The Summit,address100 EasternBoulevard, Leicester,LE2 7JD, UnitedKingdom.
As at 31 December2014, thispropertywasappraisedby an externalvaluerat approximatelyGBP 25.38million. The Boardof Managersbelievesthattheestimatedrecoverableamountof thispropertyis higherthanthe carrying value, therefore no impairmentchargewas recognizedasat 31 December2014.
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GL Europe Summit S.à r.l.
R.C.S. Luxembourg B1835l2
Notes to the Annual Accounts for the year ended 31 December 2014
7. Financial fixed assets 2014 2013
Investments in subsidiary
Countg; % owned
GL Europe Summit UK Limited United Kingdom 100% 1 -
8. Cash at bank 2014 2013
Cashat bankdenominatedin GBP - generalaccount 300,275 12,000
Cashat bankdenominatedin GBP - pledgedaccounts(Note 12) 2,642 -
302,917 12,000
At 31 December2014, the cashbalanceswere held at The Royal Bank of Scotland.
9. Debtors 2014 2013
Becoming due and payable within one year:
(i) Amountsowed by affiliated undertakings
(a) Due from GL Europe Summit UK Limited
Rental receivable 235,537 -
(b) Due to GL Europe Summit UK Limited
Current accountbalance (1) -
(c) Due to GL Europe RegentsCourt S.à r.l.
Current accountbalance (1 1,3 52) -
Net amountsowed by affiliated undertakings 224,184 -
(ii) Other receivables
(a) Other 36,000 -
Total other receivables 36,000 -
Total debtorsbecomingdue andpayablewithin oneyear 260,184 -
Becoming due and pavable after more than one year:
(i) Interestreserveaccount 438,166 -
The interestreserveaccountrepresentstheamountheldby theLenderundertheSterlingTermFacility(Note 12) in bare trust for the benefit of the Company. The Lender is authorized by the Company towithdraw from the interestreserve accountto cover any shortfall in relation to interestpaymentsor feesdue from theCompanyto the Lender.
Total debtorsbecomingdueandpayableafter more thanoneyear 438,166 -
Total debtors 698,350 -
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l0.
ll.
12.
GL Europe Summit S.à r.l.R.C.S. Luxembourg Bl83512
Notes to the Annual Accounts for the year ended 31 December 2014
Shareholder's equity
The movementsin shareholder'sequity are as follows:Subscribed Share Revenue Total
capital premium reserve Equity
At incorporationon 9 December2013 12,000 - - 12,000
Loss for theperiod - - (2,682) (2,682)
Movementsduring the period - - - -At 31 December2013 12,000 - (2,682) 9,318
At 1 January 2014 12,000 - (2,682) 9,318
Loss for the year - - (693,821) (693,821)
Movementsduring theyear - 4,899,684 - 4,899,684At 31 December 2014 12,000 4,899,684 (696,503) 4,215,181
Under Luxembourg law, 5% of the net profit of the year must be allocated to a legal reserve until such
reserve equals 10% of the issuedsharecapital. This reserve is not available for dividend distribution. Therehas been no allocation to legal reserve.
Subordinated debts 2014
Balances with intermediate holding company - GL Europe RE1 Holdings S.à r.l.Becoming due and Davable within one year:
2013
Interestpayableonjunior and senior loans 209,367
Current account balance 64,245
273,612
Becoming due and pavable afler more than one vear:
Junior loan 5,135,686
Senior loan -
5,135,686
Total subordinated debts 5,409,298
The junior loan is unsecured,bearsa fixed interestof 12% per annumandmaturesin 2016. The senior loanwas unsecured, bore a fixed interest rate of 3.5% per annumand was fully repaid during the year ended31
2013
December 2014.
Non subordinated debts 2014
Becoming due and payable within one vear:
Interestpayableon Sterling Term Facility 43,936
Accrual andotherpayables 46,90890,844
Becoming due and payable after more than one vear:
Sterling Term Facility 15,666,165
Total non subordinated debts 15,757,009
Page 12
12.
13.
14.
15.
16.
17.
18.
GL Europe Summit S.à r.l.
R.C.S. Luxembourg B183512
Notes to the Annual Accounts for the year ended 31 December 2014
Non subordinated debts (continued)
On 29 August 2014, the Company entered into an approximately GBP 15.67 million Sterling Term FacilityAgreement (the "Facility") with a financial institution which was fully drawdown during the year. The
Facility bears interestat 1.45% above 3-Month London InterbankOffered Rate ("LIBOR") and repayableon
the fifth anniversaryof the drawdown date. The Facility is securedby way of a debentureover the assetsand
undertakingsof the Company including a legal mortgageon the Company'sproperty (Note 6), an assignment
of rental proceeds from the property, the insuranceson the property and a first ranking pledge over theCompany's bank accounts (Note 8).
Gross profit 2014 2013
Rental income from subsidiary 822,647 -
Interest and other financial charges 2014 2013
Interestonjunior/senior loans (694,264) -
Intereston Sterling Tenn Facility (106,240) -
Bank charges (7,223) -(807,727) -
Value adjustments on formation expenses
and on tangible and intangible fixed assets 2014 2013
Depreciationof property (493,400) -
Amortization of capitalized loan issuanceexpenses (31,301) -
(524,701) -
Other operating charges 2014 2013
Legal andprofessional fees (165,028) -
Accounting andaudit fees (16,992) -
Other operatingexpenses - -
(182,020) -
Off balance sheet items
There are no off balance sheet items as at 31 December 2014 and 2013.
Subsequent events
No matters or circumstancesof importance have arisen since the end of the financial year which have
significantly affected or may significantly affect the operations of the Company, the results of thoseoperationsor the affairs of theCompany.
Page 13