FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
Securities Exchange Act of 1934
For the month of November 2007
HOLMES FINANCING (No 1) PLC
HOLMES FUNDING LIMITED
HOLMES TRUSTEES LIMITED
(Translation of registrant's name into English)
Abbey National House, 2 Triton Square, Regent’s
Place, London NW1 3AN, England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F . . . .X. . . . Form 40-F . . . . . . . .
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes . . . . . . . No . . .X. . . .
Holmes Financing (No. 1) PLC |
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Profit & Loss Account |
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Period Ended 15 October 2007 |
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| This Quarter |
| Prior Quarter |
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| £'000 |
| £'000 |
|
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|
|
Interest receivable - Inter-company loan |
| 5,332 |
| 13,419 |
Interest receivable - Cash deposits |
| 0 |
| 0 |
|
| 5,332 |
| 13,420 |
|
|
|
|
|
Interest payable - Notes |
| (5,332) |
| (13,419) |
Interest payable |
| - |
| - |
|
| (5,332) |
| (13,419) |
|
|
|
|
|
Net operating income |
| 0 |
| 0 |
|
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|
|
Fair value derivative |
| (91) |
| 140 |
Other income |
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|
|
|
Operating expenses |
| - |
| - |
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|
|
|
Profit on ordinary activities before taxation |
| (91) |
| 140 |
|
|
|
|
|
Taxation |
| 27 |
| (42) |
|
|
|
|
|
Profit on ordinary activities after taxation |
| (63) |
| 98 |
|
|
|
|
|
Dividend |
| - |
| - |
|
|
|
|
|
Retained profit brought forward |
| 911 |
| 813 |
|
|
|
|
|
Retained profit carried forward |
| 848 |
| 911 |
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Holmes Financing (No. 1) PLC |
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Balance Sheet |
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Period Ended 15 October 2007 |
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| £'000 |
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|
|
|
Fixed asset investments |
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|
|
Loans to Funding |
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|
| 275,000 |
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|
|
|
Current assets |
|
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|
|
Amounts due from group companies |
| 20 |
|
|
Cash at bank |
| 21 |
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|
Fair value derivative |
| 1,172 |
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| 1,213 |
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Creditors: Amounts falling due within one year |
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Sundry creditors |
| 352 |
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| 352 |
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Net current assets |
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| 861 |
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Total assets less current liabilities |
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| 275,861 |
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Creditors: Amounts falling due after more than one year |
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| ||
Amounts due to noteholders |
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| (275,000) |
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Net assets |
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| 861 |
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Capital and reserves |
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Share capital |
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| 13 |
Reserves |
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| 848 |
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| 861 |
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Holmes Financing (No. 1) PLC |
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Notes Outstanding |
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Period Ended 15 October 2007 |
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| ISIN / CUSIP Number | Currency | Reference Rate |
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|
Series 1 Class A | US436382AA36 | US$ | 3 month USD Libor |
|
|
Series 1 Class B | US436382AB19 | US$ | 3 month USD Libor |
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Series 1 Class C | US436382AC91 | US$ | 3 month USD Libor |
|
|
Series 2 Class A | US436382AD74 | US$ | 3 month USD Libor |
|
|
Series 2 Class B | US436382AE57 | US$ | 3 month USD Libor |
|
|
Series 2 Class C | US436382AF23 | US$ | 3 month USD Libor |
|
|
Series 3 Class A1 | XS0114776585 | GBP | 3 month Sterling Libor |
|
|
Series 3 Class A2 | XS0114776825 | EUR | 3 month Euribor |
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Series 3 Class B | XS0114777807 | GBP | 3 month Sterling Libor |
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Series 3 Class C | XS0114778953 | GBP | 3 month Sterling Libor |
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|
Series 4 Class A | XS0114779845 | GBP | Fixed Rate |
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Series 4 Class B | XS0114780181 | GBP | 3 month Sterling Libor |
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Series 4 Class C | XS0114780421 | GBP | 3 month Sterling Libor |
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| Step Up Date | Expected Repayment Date | Initial Margin | Step up Margin |
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Series 1 Class A | July 2010 | July 2003 | 14 | N/A |
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Series 1 Class B | July 2010 | October 2003 | 38 | 138 |
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Series 1 Class C | July 2010 | October 2003 | 103 | 203 |
|
Series 2 Class A | July 2010 | July 2005 | 19 | N/A |
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Series 2 Class B | July 2010 | October 2005 | 41 | 141 |
|
Series 2 Class C | July 2010 | October 2005 | 115 | 215 |
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Series 3 Class A1 | July 2010 | July 2007 | 26 | N/A |
|
Series 3 Class A2 | July 2010 | July 2007 | 26 | N/A |
|
Series 3 Class B | July 2010 | October 2007 | 45 | 145 |
|
Series 3 Class C | July 2010 | October 2007 | 160 | 260 |
|
Series 4 Class A | July 2010 | July 2010 | 6.62% | 125 |
|
Series 4 Class B | July 2010 | July 2010 | 62 | 162 |
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Series 4 Class C | July 2010 | July 2010 | 175 | 275 |
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| Payment Frequency | Next Payment date | Moody's | S&P | Fitch Ratings |
Series 1 Class A | Quarterly | N/A | Aaa | AAA | AAA |
Series 1 Class B | Quarterly | N/A | Aa3 | AA | AA |
Series 1 Class C | Quarterly | N/A | Baa2 | BBB | BBB |
Series 2 Class A | Quarterly | N/A | Aaa | AAA | AAA |
Series 2 Class B | Quarterly | N/A | Aa3 | AA | AA |
Series 2 Class C | Quarterly | N/A | Baa2 | BBB | BBB |
Series 3 Class A1 | Quarterly | N/A | Aaa | AAA | AAA |
Series 3 Class A2 | Quarterly | N/A | Aaa | AAA | AAA |
Series 3 Class B | Quarterly | N/A | Aa3 | AA | AA |
Series 3 Class C | Quarterly | N/A | Baa2 | BBB | BBB |
Series 4 Class A | Semi Annually | 15-Jan-2008 | Aaa | AAA | AAA |
Series 4 Class B | Quarterly | 15-Jan-2008 | Aa3 | AA | AA |
Series 4 Class C | Quarterly | 15-Jan-2008 | Baa2 | BBB | BBB |
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Holmes Financing (No. 1) PLC |
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Notes Outstanding |
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Period Ended 15 October 2007 |
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| Initial note balance | Previous Principal | Redemptions | Current Principal |
|
Series 1 Class A | $900,000,000 | $0 | $0 | $0 |
|
Series 1 Class B | $31,500,000 | $0 | $0 | $0 |
|
Series 1 Class C | $42,000,000 | $0 | $0 | $0 |
|
Series 2 Class A | $975,000,000 | $0 | $0 | $0 |
|
Series 2 Class B | $34,500,000 | $0 | $0 | $0 |
|
Series 2 Class C | $45,000,000 | $0 | $0 | $0 |
|
Series 3 Class A1 | £375,000,000 | £0 | £0 | £0 |
|
Series 3 Class A2 | €320,000,000 | €0 | €0 | €0 |
|
Series 3 Class B | £24,000,000 | £24,000,000 | £24,000,000 | £0 |
|
Series 3 Class C | £30,000,000 | £30,000,000 | £30,000,000 | £0 |
|
Series 4 Class A | £250,000,000 | £250,000,000 | £0 | £250,000,000 |
|
Series 4 Class B | £11,000,000 | £11,000,000 | £0 | £11,000,000 |
|
Series 4 Class C | £14,000,000 | £14,000,000 | £0 | £14,000,000 |
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| Currency Swap Counterparty | Current Rating | Rating Trigger | Comments | |
|
|
| Moodys / S&P / Fitch | Moodys / S&P / Fitch |
|
Series 1 Class A | Citibank |
| Aaa / AA+ / AA | below Aa3 / AA- / AA- | Series Repaid |
Series 1 Class B | Citibank |
| Aaa / AA+ / AA | below Aa3 / AA- / AA- | Series Repaid |
Series 1 Class C | Citibank |
| Aaa / AA+ / AA | below Aa3 / AA- / AA- | Series Repaid |
Series 2 Class A | Gen Re |
| Aaa / AAA / AA+ | below Aa3 / AA- / AA- | Series Repaid |
Series 2 Class B | Gen Re |
| Aaa / AAA / AA+ | below Aa3 / AA- / AA- | Series Repaid |
Series 2 Class C | Gen Re |
| Aaa / AAA / AA+ | below Aa3 / AA- / AA- | Series Repaid |
Series 3 Class A1 | GBP - n/a |
|
|
| Series Repaid |
Series 3 Class A2 | Citibank |
| Aaa / AA+ / AA | below Aa3 / AA- / AA- | Series Repaid |
Series 3 Class B | GBP - n/a |
|
|
| Series Repaid |
Series 3 Class C | GBP - n/a |
|
|
| Series Repaid |
Series 4 Class A | Citibank |
| Aaa / AA+ / AA | below Aa3 / AA- / AA- |
|
Series 4 Class B | GBP - n/a |
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Series 4 Class C | GBP - n/a |
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Holmes Funding Limited |
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Profit & Loss Account |
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Period Ended 15 October 2007 |
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| This Quarter |
| Prior Quarter |
|
|
| £'000 |
| £'000 |
|
|
|
|
|
|
|
Interest receivable - Mortgages less Swaps |
| 403,620 |
| 334,842 |
|
Interest receivable - Cash Deposits |
| 43,790 |
| 30,952 |
|
Gain/(Loss) on fair value of interest rate swap |
| 85,635 |
| 25,490 |
|
|
| 533,045 |
| 391,284 |
|
|
|
|
|
|
|
Interest payable - Inter-company loans |
| (416,681) |
| (318,814) |
|
Interest payable - Start up loans |
| - |
| - |
|
|
| (416,681) |
| (318,814) |
|
|
|
|
|
|
|
Net operating income |
| 116,364 |
| 72,470 |
|
|
|
|
|
|
|
Other income |
| 9,914 |
| 8,465 |
|
Provisions |
| (1,063) |
| (2,213) |
|
Expenses |
| (6,425) |
| (4,173) |
|
Start up costs amortisation |
| (2,840) |
| (2,487) |
|
Deferred consideration |
| (30,315) |
| (46,570) |
|
|
|
|
|
|
|
Profit/(loss) on ordinary activities before taxation |
| 85,635 |
| 25,492 |
|
|
|
|
|
|
|
Taxation |
| (25,690) |
| (7,647) |
|
|
|
|
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|
|
Profit/(loss) on ordinary activities after taxation |
| 59,945 |
| 17,845 |
|
|
|
|
|
|
|
Dividend |
| - |
| - |
|
|
|
|
|
|
|
Retained profit/(loss) brought forward |
| 48,803 |
| 30,958 |
|
|
|
|
|
|
|
Retained profit/(loss) carried forward |
| 108,748 |
| 48,803 |
|
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Holmes Funding Limited |
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Balance Sheet |
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Period Ended 15 October 2007 |
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|
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|
|
|
| £'000 |
| £'000 |
|
|
|
|
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|
|
Fixed asset investments |
|
|
|
|
|
Beneficial interest in Trust mortgage portfolio |
|
|
| 22,889,030 |
|
Beneficial interest in Trust cash at bank |
|
|
| - |
|
Fair value of interest rate swap |
|
|
| - |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Amounts owed by Trustee |
| 134,982 |
|
|
|
Deferred expenditure (costs of securing) |
| 16,093 |
|
|
|
Sundry debtors |
| - |
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|
|
Deferred taxation / group relief receivable |
|
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|
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Cash at bank: |
| 420,000 |
|
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Reserve funding |
| 10,000 |
|
|
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Transaction account |
| 865 |
|
|
|
Funding GIC account |
| 815,576 |
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|
| 1,397,516 |
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Creditors: Amounts falling due within one year |
|
|
|
|
|
Deferred consideration creditor |
| 202,964 |
|
|
|
Interest payable - start up loans |
| - |
|
|
|
Amounts due to Trustee |
| - |
|
|
|
Interest payable - Inter-company loans |
| - |
|
|
|
Sundry creditors |
| 176,086 |
|
|
|
Deferred taxation / group relief receivable |
| 46,523 |
|
|
|
Corporation Taxation |
| 57 |
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|
| 425,630 |
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Net current assets |
|
|
| 971,886 |
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Total assets less current liabilities |
|
|
| 23,860,916 |
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Creditors: Amounts falling due after more than one year |
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Inter-company loans |
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| (23,675,168) |
|
Start up loans |
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| (77,000) |
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Net assets |
|
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| 108,748 |
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Capital and reserves |
|
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|
Share capital (£2) |
|
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| - |
|
Reserves |
|
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| 108,748 |
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| 108,748 |
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Holmes Funding Limited |
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Notes to Balance Sheet |
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Period Ended 15 October 2007 |
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|
| £'000 |
| £'000 |
| £'000 |
| £'000 |
|
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Balance on cash accumulation ledger |
|
|
| 771,870 |
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Available credit enhancement |
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| First Reserve |
| Second Reserve |
| Funding Reserve |
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Reserve funds at closing |
| 351,000 |
| - |
| - |
|
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|
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|
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Initial closing reserve funds |
| 417,830 |
| - |
| - |
|
|
Drawings to make bullet repayment |
| - |
| - |
| - |
|
|
Other drawings |
| - |
| - |
| - |
|
|
Transfers from revenue receipts |
| 2,170 |
| - |
| 10,000 |
|
|
Closing reserve balance |
| 420,000 |
| - |
| 10,000 |
|
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Target reserve funds |
| 420,000 |
| - |
| 10,000 |
|
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Principal deficiency ledger |
| AAA |
| AA |
| A |
| BBB |
|
|
|
|
|
|
|
|
|
Opening PDL balance |
| Nil |
| Nil |
| Nil |
| Nil |
Losses this quarter |
| - |
| - |
| - |
| - |
PDL top up from revenue income |
| - |
| - |
| - |
| - |
Closing PDL balance |
| Nil | Nil | Nil |
| Nil |
| Nil |
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|
|
Start up loan outstanding |
| Opening balance |
| Repayment |
| Interest Added |
| Closing balance |
|
|
|
|
|
|
|
|
|
Initial start up loan (incl. accrued interest) |
| - |
| - |
| - |
| - |
Second start up loan (incl. accrued interest) |
| - |
| - |
| - |
| - |
Third start up loan |
| - |
| - |
| - |
| - |
Fourth start up loan |
| - |
| - |
| - |
| - |
Fifth start up loan |
| - |
| - |
| - |
| - |
Sixth start up loan |
| - |
| - |
| - |
| - |
Seventh start up loan |
| - |
| - |
| - |
| - |
Eigth start up loan |
| - |
| - |
| - |
| - |
Master Issuer 2007-1 start-up loan |
| 78,358 |
| 31,975 |
| 1,118 |
| 47,500 |
Closing balance |
| 78,358 |
| 31,975 |
| 1,118 |
| 47,500 |
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Liquidity facility |
|
|
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|
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Liquidity facility limit |
| 25,000 |
|
|
|
|
|
|
Liquidity facility drawn |
| - |
|
|
|
|
|
|
Liquidity facility available |
| 25,000 |
|
|
|
|
|
|
Holmes Trustees Limited |
|
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|
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Profit & Loss Account |
|
|
|
|
Period Ended 15 October 2007 |
|
|
|
|
|
|
|
|
|
|
| This Quarter |
| Prior Quarter |
|
| £'000 |
| £'000 |
|
|
|
|
|
Interest receivable - Mortgages |
| 594,833 |
| 566,120 |
Interest receivable - Cash Deposits |
| 10,133 |
| 9,558 |
|
| 604,966 |
| 575,678 |
|
|
|
|
|
Interest payable - Mortgages |
| (594,833) |
| (566,120) |
Interest payable - Cash Deposits |
| (10,133) |
| (9,558) |
|
| (604,966) |
| (575,678) |
|
|
|
|
|
Net operating income |
| - |
| - |
|
|
|
|
|
Fees receivable |
| 6,871 |
| 6,344 |
Fees payable |
| (6,871) |
| (6,344) |
|
|
|
|
|
Operating expenses |
| (6,852) |
| (5,709) |
Provision charges |
| (649) |
| 2,998 |
Other income |
| 7,501 |
| 2,711 |
|
|
|
|
|
Profit on ordinary activities before taxation |
| - |
| - |
|
|
|
|
|
Taxation |
|
|
|
|
|
|
|
|
|
Profit on ordinary activities after taxation |
| - |
| - |
|
|
|
|
|
Dividend |
| - |
| - |
|
|
|
|
|
Retained profit brought forward |
| - |
| - |
|
|
|
|
|
Retained profit carried forward |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holmes Trustees Limited |
|
|
|
|
Balance Sheet |
|
|
|
|
Period Ended 15 October 2007 |
|
|
|
|
|
|
|
|
|
|
| £'000 |
| £'000 |
|
|
|
|
|
Fixed asset investments |
|
|
|
|
Mortgage loans secured on residential property |
|
|
| 39,558,895 |
|
|
|
|
|
Current assets |
|
|
|
|
Bank interest receivable |
| 1,909 |
|
|
Cash at bank |
| 408,052 |
|
|
Amounts due from Seller |
| 39,917 |
|
|
Other debtors |
|
|
|
|
Accrued interest receivable |
| 93,158 |
|
|
|
| 543,036 |
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year |
|
|
|
|
Amounts due to Funding |
| 134,982 |
|
|
Sundry creditors |
| - |
|
|
|
| 134,982 |
|
|
|
|
|
|
|
Net current assets |
|
|
| 408,054 |
|
|
|
|
|
Total assets less current liabilities |
|
|
| 39,966,949 |
|
|
|
|
|
Creditors: Amounts falling after more than one year |
|
|
|
|
Seller share of mortgage loans |
|
|
| (16,669,865) |
Funding share of mortgage loans |
|
|
| (22,889,030) |
|
|
|
|
|
Seller share of cash at bank |
|
|
| (408,052) |
Funding share of cash at bank |
|
|
| - |
|
|
|
|
|
Net assets |
|
|
| - |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Share capital (£2) |
|
|
| - |
Reserves |
|
|
| - |
|
|
|
| - |
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| HOLMES FINANCING (No 1) PLC | |
| Dated: 29 November 2007 | By / s / Jessica Petrie | ||
| (Authorised Signatory) | |||
