the pemberton-barnes trust annual …...the old trust was constituted under the terms of the 1924...

Charity Registration No. 1177423

THE PEMBERTON-BARNES TRUST

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2019


LEGAL AND ADMINISTRATIVE INFORMATION

Trustees Mr J H C Saxton Mr A B S Weir Mr I O McBryde (Appointed 1 April 2019)

Charity number 1177423 (Registered as a Charitable Incorporated Organisation on 5 March 2018)

Country of registration England and Wales

Registered office 2-6 Tenter Ground Spitalfields E1 7NH

Auditor Sayer Vincent LLP Chartered Accountants and Statutory Auditors Invicta House 108-114 Golden Lane London EC1Y 0TL

Bankers C. Hoare & Co. 37 Fleet Street London EC4P 4DQ

Accountants Baldwins 9 Thorney Leys Park Witney Oxfordshire OX28 4GE

Investment advisors Rathbones Investment Management Limited Port of Liverpool Building Pier Head Liverpool L3 1NW


CONTENTS

Page

Trustees' report 1 - 3

Independent auditor's report 4 - 7

Statement of financial activities 8

Balance sheet 9

Notes to the financial statements 10 - 19


TRUSTEES' REPORT FOR THE PERIOD ENDED 31 MARCH 2019

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The trustees present their report and the audited financial statements from registration on 5 March 2018 until 31 March 2019, but the charity was active only from 1 June 2018. Accordingly the present report and accounts are effectively for the 10-month period from 1 June 2018 until 31 March 2019, and are the first to be submitted for this Trust.

Reference and administrative information set out on page 1 forms part of this report. The financial statements have been prepared on the accounting policies set out in note 1 to the financial statements and comply with the charity's Constitution dated 18 January 2018, the will as modified referred to below, the applicable law and the requirements of the Statement of Recommended Practice - Accounting and Reporting by Charities (FRS 102) ("the SORP").

Structure, governance and management This Charitable Incorporated Organisation was registered on 5 March 2018 under charity number 1177423. With the authority of an order of the Charity Commission dated 16 May the assets and undertaking of the E A Pemberton-Barnes Will Trust - charity number 207399 (‘the Old Trust’) - were transferred to it on 1 June 2018.

The Old Trust was constituted under the terms of the 1924 will (with thirteen codicils) of Miss Emily Ann Pemberton–Barnes who died on 23 August 1943. The will provided that the whole of the income be distributed in stated proportions called annuities between charities named in the will or later substituted by the trustees . The powers of the trustees were modified by resolutions in 2016 and 2017, so that each charitable beneficiary is described as holding a specified number of annuity shares, and is entitled to that proportion of the distributed income of the Trust that the number of those annuity shares bears to the total number of annuity shares in existence from time to time. To provide for greater flexibility a small separate fund of the Trust, known as the Flexible Fund, has recently been established with wider powers more suited to the trustees’ future objectives as outlined later in this report.

The trustees of the Old Trust and this Trust at the time of the transfer were the same persons. Accordingly for most practical purposes the charity is continuing as before.

The trustees who served during the period and up to the date of signature of the financial statements were: Mr J H C Saxton Mr A B S Weir Mr I O McBryde (Appointed 1 April 2019)


TRUSTEES' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2019

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Liquidation of the Pemberton-Barnes Estates Company Ltd. A major reform of the governance of the charity was achieved immediately after the end of the period covered by these accounts. All the charity’s investment properties had been held through its wholly owned company, in a pattern designed in 1924 simultaneously with the preparation of the will. The structure had become outdated, cumbersome and expensive, not least through its vulnerability to corporation tax on capital gains. The transfer of the charity’s undertaking to a CIO had the effect of resolving the main tax problem in the way of reform, because the CIO, unlike the old Will Trust, was entitled to the relief available for inter-group transfers. On 1 April 2019 the company was placed in voluntary liquidation, and the following day all the properties were transferred into the direct ownership of the Trust.

Appointment of Trustees Simultaneously with that important change the trustees welcomed as a third trustee Ian McBryde, appointed 1 April 2019, who has extensive experience in commercial property with major institutions.

Trustees are appointed by the continuing and retiring trustees. There is no policy affecting their appointment.

Investments Until 31 March 2019, the date of the present balance sheet, the Trust owned all the shares in the Pemberton-Barnes Estates Co Ltd, whose assets in turn consisted of ten commercial properties valued at that date at £6,745,000. The properties are included within the funds total of £6,916,854 at 31 March 2019 - see note 9 to the accounts. In addition it holds just under £1.5 million worth of units in Rathbone’s Core Investment Fund for Charities.

Risk Management The principal risks and uncertainties facing the charity remain those inherent in investment in commercial property, whether that property be owned through the company as at the period of these accounts or later through direct ownership. The Trust’s property portfolio has continued to provide a steady income return over the last year. However, with a significant portion of the portfolio being in high street retail, maintaining this income stream will be challenging. On the other hand, achieving vacant possession of some units will allow the Trust to bring forward development opportunities where these exist. The long-term solution is to continue the trustees’ policy of diversification into managed funds, as and when that can be done without undue cost.

Remuneration The trustees do not receive remuneration. They were not paid or received any benefits from employment with the charity in the period. No trustee received payment for professional or other services supplied by the charity nor were any trustees expenses paid or reimbursed.

Reserves policy The long-term aim of the trustees is to hold in reserve around one year’s net income, not only to smooth the flow of funds, and to allow for contingencies, but also to redevelop certain properties for part residential use to maximise their value in a changing world. In total, as shown in the balance sheet, the charity held at that date unrestricted funds of £175,841, designated funds of £11,290 and endowment funds of £8,413,373.

Financial review The problems of high street retail will affect the Trust over the coming years. One property is at present vacant, to be sold at the first opportunity but expensive to maintain meanwhile. Some others have lease expiry or break dates approaching, at which it may not always be possible to negotiate rents at the same level as now.


TRUSTEES' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2019

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Objectives, achievements and performance For the second year running the Trust has achieved a major increase in distributed annuities, from £350,000 in 2016 and 2017, to £400,000 in 2018, and to a record £450,000 this year. This includes £6,178 (2018: £5,112) transferred to the Flexible Fund.

The trustees are looking to move gradually away from the present pattern of distribution based on proportionate shares towards one based more on fixed-term grants on a rolling basis. They will maintain the approach of giving sizeable, multi-year funding. They will continue to support those organisations that reflect the values and interests reflected in Emily Pemberton-Barnes’ will, notably charities working in the East End of London and those with a particular interest in Christianity, young people and disability. However they believe that in general best value will usually be delivered through grants, including some one-off grants, and are prepared if necessary to seek additional sanctions to achieve this.

Public benefit The Trustees confirm that their powers are exercised after due consideration of the Charity Commission’s general guidance on public benefit.

Plans for the future The trustees’ plans for the future are indicated earlier in this report.

Statement of responsibilities of the trustees The trustees are responsible for preparing the report of the trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

The law applicable to charities in England and Wales requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of its incoming resources and application of resources for that period. In preparing these financial statements, the trustees are required to:

• Select suitable accounting policies and then apply them consistently; • Observe the methods and principles in the Charities SORP; • Make judgements and estimates that are reasonable and prudent; • State whether applicable accounting standards and statements of recommended practice have been

followed, subject to any departures disclosed and explained in the financial statements; and • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that

the charity will continue in operation.

The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditors Sayer Vincent LLP were appointed as the charity’s auditor during the year and have expressed their willingness to continue in that capacity.

The trustees' r eport was approved by the Board of Trustees.

Mr A B S Weir Trustee Dated: 27 January 2020


INDEPENDENT AUDITOR'S REPORT TO THE TRUSTEES OF THE PEMBERTON-BARNES TRUST

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Opinion We have audited the financial statements of The Pemberton-Barnes Trust (the ‘charity’) for the period ended 31 March 2019 which comprise the statement of financial activities, balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements: • Give a true and fair view of the state of the charity’s affairs as at 31 March 2019 and of its incoming

resources and application of resources, for the period then ended • Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice • Have been prepared in accordance with the requirements of the Charities Act 2011

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charity in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• The trustees’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• The trustees have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the charity’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue


INDEPENDENT AUDITOR'S REPORT (CONTINUED) TO THE TRUSTEES OF THE PEMBERTON-BARNES TRUST

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Other information The other information comprises the information included in the trustees’ annual report, other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other matter The 2018 comparatives included in the financial statements are those of the audited financial statements of the Miss E A Pemberton-Barnes Will Trust for the 14 months to 31 May 2018. The activities, assets and liabilities were all transferred to the Pemberton-Barnes Trust on 1 June 2018 and have been accounted for in accordance with the merger accounting requirements of the Charities SORP.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Charities (Accounts and Reports) Regulations 2008 require us to report to you if, in our opinion:

• The information given in the trustees’ annual report is inconsistent in any material respect with the financial statements;

• Sufficient accounting records have not been kept; or

• The financial statements are not in agreement with the accounting records and returns; or

• We have not received all the information and explanations we require for our audit

Responsibilities of trustees As explained more fully in the statement of trustees’ responsibilities set out in the trustees’ annual report, the trustees are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the trustees are responsible for assessing the charity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the trustees either intend to liquidate the charity or to cease operations, or have no realistic alternative but to do so.



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Auditor's responsibilities for the audit of the financial statements We have been appointed as auditor under section 144 of the Charities Act 2011 and report in accordance with regulations made under section 154 of that Act.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the trustees

• Conclude on the appropriateness of the trustees’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the entity to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.



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Use of our report This report is made solely to the charity's trustees as a body, in accordance with section 144 of the Charities Act 2011 and regulations made under section 154 of that Act . Our audit work has been undertaken so that we might state to the charity's trustees those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity and the charity's trustees as a body, for our audit work, for this report, or for the opinions we have formed

Joanna Pittman (Senior statutory auditor) for and on behalf of Sayer Vincent LLP .........................

Statutory Auditor Chartered Accountants and Statutory Auditors Invicta House 108-114 Golden LaneLondonEC1Y 0TL

Sayer Vincent LLP is eligible to act as auditor in terms of section 1212 of the Companies Act 2006

28 January 2020


STATEMENT OF FINANCIAL ACTIVITIES FOR THE PERIOD ENDED 31 MARCH 2019

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Unrestricted Unrestricted Endowment Total Total funds funds funds

general d esignated 2019 2019 2019 2019 2018

Notes £ £ £ £ £ Income from: Investments 2 479,976 - - 479,976 489,811

Expenditure on: Charitable activities Annuities 3 479,108 - - 479,108 427,659

Total charitable expenditure 479,108 - - 479,108 427,659

Net income before gains on investments 868 - - 868 62,152

Net (losses)/gains on investments 8 - - (266,264) (266,264) 6,303

Net (outgoing)/incoming resources before transfers 868 - (266,264) (265,396) 68,455

Gross transfers between funds (6,178) 6,178 - - -

Net movement in funds (5,310) 6,178 (266,264) (265,396) 68,455

Fund balances at 1 June 2018 181,151 5,112 8,679,637 8,865,900 8,797,445

Fund balances at 31 March 2019 175,841 11,290 8,413,373 8,600,504 8,865,900

The statement of financial activities includes all gains and losses recognised in the period.

All income and expenditure derive from continuing activities.

The comparatives are shown for the period 6 April 2017 to 31 May 2018 for the Old Trust.


BALANCE SHEET AS AT 31 MARCH 2019

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31 May 2019 2018

Notes £ £ £ £

Fixed assets Investments 9 8,413,372 8,679,637 Current assets Debtors 11 96,576 590,156 Cash at bank and in hand 550,981 7,070

647,557 597,226 Creditors: amounts falling due within one year 12 (460,425) (410,963)

Net current assets 187,132 186,263

Total assets less current liabilities 8,600,504 8,865,900

Capital funds Endowment funds 13 8,413,373 8,679,637 Income funds Unrestricted funds Designated funds 15 11,290 5,112 General unrestricted funds 175,841 181,151

187,131 186,263

8,600,504 8,865,900

The financial statements were approved by the Trustees on 27 January 2020

Mr A B S Weir Trustee


NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2019

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1 Accounting policies

Charity information The Pemberton-Barnes Trust is a charitable incorporated organisation registered on 5 March 2018 with the Charity Commission in England & Wales. The office address is 2 - 6 Tenter Ground, Spitalfields, London, E1 7NH.

1.1 Accounting convention The financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015) - (Charities SORP FRS 102), The Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (September 2015) and the Charities Act 2011.

Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy or note.

At 31 March 2019 the charity had a wholly owned subsidiary Pemberton-Barnes Estates Company Limited (now in liquidation). This is not consolidated into the accounts as the income of the group was below £1 million, but information on the performance and position of the subsidiary is available in note 19.

The charity meets the definition of a public benefit entity under FRS 102.

The Old Trust - the Miss E.A. Pemberton-Barnes Will Trust which was the original charity - closed on 31 May 2018 and it transferred all of its assets and liabilities to the new Charitable Incorporated Organisation, The Pemberton-Barnes Trust on 1 June 2018. The activities continued in the CIO and the Old Trust was closed. The accounts have been prepared using merger accounting.

1.2 Going concern The trustees do not consider that there are any sources of estimation uncertainty at the reporting date that have significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next reporting period.

1.3 Fund accounting Unrestricted funds are donations and other incoming resources received or generated for the charitable purposes.

Endowment funds are those subject to specific conditions set by donors or testators requiring that the capital must be maintained by the charity. The Endowment fund reflects the original benefaction to the charity from the will of Miss Emily Ann Pemberton-Barnes together with subsequent gains.

1.4 Incoming resources Income is recognised when the charity is legally entitled to it after any performance conditions have been met, the amounts can be measured reliably, and it is probable that income will be received.

1.5 Resources expended Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Expenditure is classified under the following activity headings;

• Expenditure on charitable activities included the cost of making annuity payments undertaken to further the purposes of the charity and their associated support costs.

• Other expenditure represents those items not falling into any other heading.

Irrecoverable VAT is charged as a cost against the activity for which the expenditure was incurred.


NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2019

1 Accounting policies (Continued)

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Allocation of costs All support and governance costs are allocated to Annuities as this is the single activity of the charity.

Donations payable Charitable annuity payments are made to named beneficiaries in the furtherance of the charity's objects. Single year donations are accounted for when either the recipient has a reasonable expectation that they will receive a donation and the trustees have agreed to pay the donation without condition, or the recipient has a reasonable expectation that they will receive a donation and that any condition attaching the donation is outside the control of the charity.

Provisions for donations are made when the intention to make a donation has been communicated to the recipient but there is uncertainty about either the timing of the donation or the amount of the donation payable.

1.6 Fixed asset investments Listed investments are a form of basic financial instrument initially measured at transaction price excluding transaction costs, and are subsequently measured at their fair value at the balance sheet date using the closing quoted market share . Changes in fair value will be recognised in the statement of financial activities . Investment gains and losses, whether realised or unrealised, are combined and shown in the heading "Net gains / (losses) on investments" in the statement of financial activities. The charity does not acquire put options, derivatives or other complex financial instruments.

A subsidiary is an entity controlled by the charity. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Investments in subsidiaries are stated at the net worth of the company as shown on its balance sheet.

1.7 Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8 Debtors Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

1.9 Creditors and provisions Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

The charity only has financial assets and liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequently measured at amortised cost using effective interest method.

1.10 Change of charity status During 2018, the decision was made to convert the Will Trust to a charitable Incorporated Organisation (CIO) on 1 June 2018. The new body replaced the Will Trust and all of the assets were transferred to this charity. In prior year the accounting period was from 6 April 2017 to 31 May 2018, so the comparatives are not directly comparable.


NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2019

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2 Investments

Unrestricted Total funds

general 2019 2018

£ £

Income from listed investments 29,976 6,950 Gift Aid Donation from subsidiary 450,000 482,604 Bank interest - 257

479,976 489,811

All income shown in 2018 was unrestricted

3 Charitable activities

Annuities Annuities 2019 2018

£ £

Grant funding of activities (see note 4) 445,091 394,888

Share of support costs (see note 5) 12,971 801 Share of governance costs (see note 5) 21,046 31,970

479,108 427,659

All expenditure on charitable activities shown in the 2018 figures was unrestricted


NOTES TO THE ACCOUNTS FOR THE PERIOD ENDED 31 MARCH 2019

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4 Annuities

Annuities Annuities 2019 2018

£ £

Cost PCC of Havering-atte-Bower 50,220 69,010 PCC of St Dunstan's and All Saints 30,969 25,559 PCC Of St. John on Bethnal Green 15,485 12,779 Latimer Congregational Church 7,743 6,390 British & Foreign Bible Society 30,969 25,559 London - Over - The Border Church Fund 23,228 19,169 Intercontinental Church Society 15,485 12,779 Mission To Seafarers 7,743 6,390 Church Mission Society 7,743 6,390 London City Mission 7,743 6,390 Royal National Mission to Deep Sea Fishermen 7,743 6,390 Soldiers and Airmen's Scripture Readers Association 7,743 6,390 Bishop of Chelmsford Discretionary Fund 7,743 25,559 Lake District Calvert Trust 38,712 31,949 Livability 7,743 6,390 Scout Association 30,969 25,559 Barnardo's 30,969 6,390 Elizabeth Finn Trust 23,228 19,169 King George and Queen's Hospitals Charity. 15,485 12,779 Blind Veterans UK 15,485 12,779 Annie McPherson Home of Industry 15,485 12,779 Mind 7,743 6,390 Royal Sailors Rest 7,743 6,390 Royal Agricultural Benevolent Inst 7,743 6,390 Language of Dance Trust 7,743 6,390 CharityComms 7,743 6,390 Freedom from Torture 7,743 6,390

445,091 394,888


NOTES TO THE ACCOUNTS (CONTINUED) FOR THE PERIOD ENDED 31 MARCH 2019

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5 Support costs Support

costs Governance

costs 2019 Support

costs Governance

costs 2018

£ £ £ £ £ £

Insurance - 132 132 - 930 930 Legal expenses - 7,457 7,457 - 17,642 17,642 Bank charges 66 - 66 365 - 365 Recruitment 4,800 - 4,800 - - - Administration charges 8,105 - 8,105 436 - 436 Accountancy fees - 5,457 5,457 - 4,518 4,518

Auditor's remuneration - 8,000 8,000 - 8,880 8,880

12,971 21,046 34,017 801 31,970 32,771

Analysed between Charitable activities 12,971 21,046 34,017 801 31,970 32,771

6 Net movement in funds 2019 2018 £ £

Net movement in funds is stated after charging/(crediting)

Fees payable to the company's auditor for the audit of the company's financial statements 4,000 5,400 Accounts preparation fee 2,000 2,000

7 Trustees

None of the trustees (or any persons connected with them) received any remuneration or benefits from the charity during the period (2018: £nil) . No trustees received payment for professional services supplied to the charity, nor were any trustee expenses paid or reimbursed in the period (2018: None).

8 Net gains/(losses) on investments

Endowment Total funds

2019 2018 £ £

Revaluation of investments (266,264) 6,303



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9 Fixed asset investments

Listed investments

Other investments

Total

£ £ Cost or valuation At 1 June 2018 1,528,450 7,151,187 8,679,637 Valuation changes (31,932) (234,333) (266,264)

At 31 March 2019 1,496,518 6,916,854 8,413,373

Carrying amount At 31 March 2019 1,496,518 6,916,854 8,413,373

With the authority of an order of the Charity Commission dated 16 May 2018, the assets of the Old Trust were transferred to this Trust on 1 June 2018. The trustees of both Trusts were the same, and for most practical purposes, the activities have continued.

2019 2018 Other investments comprise: Notes £ £

Investments in subsidiaries 19 6,916,854 7,151,187

2019 2018 £ £

Investments at fair value comprise: Cash 497 1,833 UK Investment fund 1,496,021 1,526,617

1,496,518 1,528,450

10 Financial instruments 2019 2018 £ £

Carrying amount of financial assets Equity instruments measured at cost less impairment 1,496,518 1,528,450

11 Debtors 2019 2018

Amounts falling due within one year: £ £

Trade debtors - 6,050 Amount due from subsidiary 95,309 584,106 Prepayments and accrued income 1,267 -

96,576 590,156



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12 Creditors: amounts falling due within one year 2019 2018

£ £

Trade creditors 4,565 6,093 Other creditors 446,360 394,894 Accruals and deferred income 9,500 9,976

460,425 410,963

13 Endowment funds

Endowment funds represent assets which must be held permanently by the charity. Income arising on the endowment funds can be used in accordance with the objects of the charity and is included as unrestricted income. Any capital gains or losses arising on the assets form part of the fund.

Movement in funds Balance at

1 June 2018 Incoming

resources Resources expended

Transfers Revaluations gains and

losses

Balance at 31 March 2019

£ £ £ £ £ £

Permanent endowments Investment portfolio 1,528,450 - - - (31,931) 1,496,519 Investment in subsidiary 7,151,187 - - - (234,333) 6,916,854

8,679,637 - - - (266,264) 8,413,373

Movement in funds Balance at 6

April 2017 Incoming


Transfers Revaluations gains and

losses

Balance at 31 May 2018

£ £ £ £ £ £ Permanent endowments Investment portfolio - - - 1,500,000 28,450 1,528,450 Investment in subsidiary 8,673,334 - - (1,500,000) (22,147) 7,151,187

8,673,334 - - - 6,303 8,679,637

Purpose of endowment funds At 31 March 2019, the Charity owned 100% of the share capital of its subsidiary, Pemberton-Barnes Estates Company Limited. The charity's investment properties were held through the subsidiary and management of the properties was its only function. All available profits were gift-aided to the charity.

In 2018, the share capital of the subsidiary was reduced from £2 million to £500,000. The sum of £1,500,000 was repaid to the Trust and invested with Rathbones Investment Managers in a managed fund.



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14 Unrestricted funds

These are unrestricted funds which are material to the charity's activities made up as follows:

Movement in funds Balance at

1 June 2018 Incoming


Transfers Balance at 31 March 2019

£ £ £ £ £

Unrestricted funds 181,151 479,976 (479,108) (6,178) 175,841

Movement in funds Balance at 6

April 2017 Incoming


Transfers Balance at 31 May 2018

£ £ £ £ £ Unrestricted funds 124,111 484,699 (427,659) 181,151

15 Designated funds

The income funds of the charity include the following designated funds which have been set aside out of unrestricted funds by the trustees for specific purposes:

Balance at 1 June 2018

Transfers Balance at 31 March 2019

£ £ £

Flexible fund 5,112 6,178 11,290

5,112 6,178 11,290

Balance at 6 April 2017

Transfers Balance at 31 May 2018

£ £ £ Flexible fund - 5,112 5,112

5,112 5,112

Purpose of designated funds The charity has set up the Pemberton-Barnes Flexible Fund to be held for general charitable purposes.



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16 Analysis of net assets between funds Unrestricted

funds Designated

funds Endowment

funds Total

2019 2019 2019 2019 £ £ £ £

Fund balances at 31 March 2019 are represented by: Investments - - 8,413,372 8,413,372 Current assets/(liabilities) 175,842 11,290 - 187,132

175,842 11,290 8,413,372 8,600,504

Unrestricted funds

Designated funds

Endowment funds

Total

2018 2018 2018 2018 £ £ £ £

Fund balances at 31 May 2018 are represented by: Investments 8,679,637 8,679,637 Current assets/(liabilities) 181,151 5,112 186,263

181,151 5,112 8,679,637 8,865,900

17 Events after the reporting date

At 31 March 2019 the charity held 100% of the issued share capital of its subsidiary Pemberton-Barnes Estates Company Limited, a company registered in England and Wales Company number 198580. With effect from 1 April 2019, the company was placed in a members' voluntary liquidation. The following day the liquidators transferred all of its properties to this Trust by the way of an interim distribution in specie - and its management activities have continued. Its remaining assets consisting only of cash will be accounted for to the Trust in the final distribution. The company has no other activities.

18 Related party transactions

There were no disclosable related party transactions during the period



- 19 -

19 Subsidiary

The Pemberton-Barnes Estates Company Limited (now in liquidation). See Note 17. These financial statements do not include those of the company. All of its available profits were donated to the charity under gift aid. The sole trustees during the period Mr JHC Saxton and Mr ABS Weir were also the directors of the company. Its final accounts for the year to 31 March 2019, which do not require to be audited or filed, are summarised below.

For the For the year ended year ended

31 March 2019

31 March 2018

£ £ Turnover 536,746 597,286 Cost of sales (26,468) (8,169)

510,278 589,117

Administrative expenses (165,981) (128,991) Other operating income - 192

344,297 460,318

Other interest payable 2,140 140 - -

Profit before gains on investments 346,437 460,458

Realised losses on sale of investments (5,077) - Decrease in fair value of investment properties (115,000) -

226,360 460,458

Tax on profit (10,693) -

Profit for the year 215,667 460,458

Retained earnings brought forward 6,651,188 6,673,334 Distributions to parent charity under gift aid (450,000) (482,604)

Retained earnings carried forward 6,416,855 6,651,188

The aggregate of the assets and liabilities was: Assets 7,137,175 7,928,099 liabilites (220,321) (776,912)

Funds 6,916,854 7,151,187

the pemberton-barnes trust annual …...the old trust was constituted under the terms of the 1924...

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