The Metrocentre Partnership Report and Financial Statements For The Year Ended 31 December 2019

Registration No.
LP12102
THE METROCENTRE PARTNERSHIP
REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

STRATEGIC REPORT
The General Partner submits its Strategic Report of The Metrocentre Partnership ("the Partnership") for the
year ended 31 December 2019.
PRINCIPAL ACTIVITIES
In accordance with the Limited Partnership Deed the principal activity of the Partnership is the ownership,
management and development of the intu Metrocentre shopping centre and retail park, Gateshead.
The Partnership is part of a qualifying partnership.
SECTION 172(1) STATEMENT

The Partnership is a qualifying partnership which has no directors and is therefore unable to prepare a
Section 172(1) statement.
BUSINESS REVIEW
The Partnership's results and financial position for the year ended 31 December 2019 are set out in full in the
income statement, the statement of comprehensive income, the balance sheet, the statement of changes in
partners' funds, the statement of cash flows and the notes to the financial statements.
The Partnership’s results for the year reflect the ongoing challenges facing retail and retail property, with net
rental income reducing from the impact of company voluntary arrangements (CVAs) and administrations, as
well as economic and political uncertainty. This, together with yield expansion driven by weak market
sentiment, rather than any hard-transactional evidence, has affected the valuation of property, which has
further decreased in 2019.
Net rental income was £41.6 million compared to £45.7 million for the previous year. A revaluation deficit of
£168.3 million was recorded during the year (2018 deficit of £94.6 million).
The loss transferred to the partners' current account was £176.8 million compared with a loss of £103.4
million for the previous year. Net liabilities at 31 December 2019 were £322.5 million, a increase of £176.8
million from the 31 December 2018 figure of £145.7 million.
Footfall for the year has remained steady and estimated retail sales have fallen 3 per cent compared with
2018. Occupancy at 31 December 2019 of 92 per cent is one percentage point higher than the previous year.
Given the straightforward nature of the business, the Partnership's members are of the opinion that analysis
using KPIs is not necessary for an understanding of the development, performance or position of the
business. The members have considered the future activity of the business below and within the going
concern section.
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STRATEGIC REPORT (CONTINUED)

FUTURE DEVELOPMENTS AND EVENTS AFTER THE REPORTING DATE

The ongoing volatility in the UK retail market has been further exacerbated by the impact of Covid-19 since
the balance sheet date, with non-essential retail at the intu Metrocentre shopping centre closed between 24
March and the 15 June 2020 in order to comply with measures put in place by the UK Government to limit
virus transmissions. From 15 June 2020 non-essential stores have begun to trade and from 4 July 2020
catering has begun to re-open, with the opening of leisure facilities permitted from 25 July 2020.
Rents received from tenants at the intu Metrocentre shopping centre for the quarter beginning 25 March 2020
were significantly reduced, with collections at 10 July 2020 totalling 39 per cent. Management are in
discussions with customers on the outstanding rents but at this time it is unclear whether these rents will be
fully recovered at a later date. Rents received from tenants for the quarter beginning 25 June 2020 were 21
per cent as at 10 July 2020.
The directors of the General Partner expect there to be continued downward pressure on property valuations
and net rental income in the short term, as retailers adapt to new operating procedures with social distancing
measures in place and the long-term effects of the pandemic on the wider UK economy become clear. The
latest independent property valuation for the Metrocentre shopping centre as at 30 June 2020 shows a
decrease of 21 per cent in market value, from £676.8 million to £532.1 million, against the December 2019
position.
On 26 June 2020, following unsuccessful negotiations for a group-wide standstill with lenders to group entities
and a resulting inability to agree a standstill with its lenders, intu properties plc (the ultimate parent company
of the Partnership), along with certain intu group entities that provide asset and facilities management
services to the intu Metrocentre shopping centre, entered administration.
To enable continued uninterrupted delivery of asset and facilities management services to the Intu
Metrocentre shopping centre from the date of intu properties plc’s administration, the Partnership has entered
into a 6-month Transitional Services Arrangement (TSA) with Intu Retail Services Limited (in administration).
During the TSA, the directors of the General Partner intend to work with all key stakeholders to effect a
smooth transition of the Metrocentre asset away from the intu group. As part of the TSA, the Partnership is
required to pre-fund costs two months in advance to the service providers prior to the delivery of services as
well as the settlement of existing arrears.
-2-
STRATEGIC REPORT (CONTINUED)

PRINCIPAL RISKS AND UNCERTAINTIES

There are no principal risks and uncertainties facing the Partnership which are not faced by the controlling
party and General Partner’s ultimate parent company, intu properties plc (in administration). The development
of the Covid-19 pandemic since the year end has heightened some of the intu properties plc group’s principal
risks, including those relating to the investment property market, which is influenced by both macroeconomic
and retail specific factors, and operational risk, particularly in respect of health and safety. These risks and
uncertainties, including financial risks and the management thereof, are disclosed in the consolidated financial
statements of the intu properties plc group.
Signed on behalf of Metrocentre (GP) Limited
Kathryn Grant
Director
28 July 2020
-3-
GENERAL PARTNER'S REPORT

FORMATION AND PURPOSE

The Metrocentre Partnership (the “Partnership”) was formed on 26 April 2007 and was registered as a limited
partnership on 26 April 2007 under the Limited Partnerships Act 1907 (registration number LP12102). The
Partnership was formed to acquire and hold as an investment the intu Metrocentre shopping centre and retail
park, Gateshead.
The Partnership was incorporated and registered on 26 April 2007 in England and Wales (registration number
LP12102). The Partnership's registered office is 40 Broadway, London, SW1H 0BT.
FINANCIAL RISK MANAGEMENT

The Partnership's approach to financial risk management is explained in note 10 to the financial statements.
CAPITAL MANAGEMENT
The directors of the General Partner consider the capital of the Partnership to be the Partners' capital account of
£0.3 million (2018 £0.3 million) and the Partners' loan amounts classified as equity of £447.1 million (2018
£447.1 million).
Management of this capital is performed by the General Partner.
GOING CONCERN
Full detail in respect of going concern is set out in note 1. The going concern disclosure details that a material
uncertainty exists that may cast significant doubt on the Partnership’s ability to continue as a going concern.
After reviewing the most recent projections and having carefully considered the material uncertainty, the
directors of the General Partner have formed the judgement that it is appropriate to prepare the financial
statements on the going concern basis.
PARTNERS
Metrocentre (GP) Limited acts as the General Partner to the Partnership. The partners and their respective
percentage holdings during the year and up to the date of signing the financial statements are shown below:
Intu Metrocentre Limited (Limited Partner) 59.994%

Euro Core Private Limited (Limited Partner) 39.996%
Metrocentre (GP) Limited (General Partner) 0.010%
CONSTITUTION AND GOVERNANCE

The Partnership is bound by the Limited Partnership Deed, dated 26 April 2007.
RIGHTS AND ENTITLEMENTS - GENERAL PARTNER

The General Partner is responsible for the management and control of the business of the Partnership and can
bind the Partnership in contract. The General Partner is the only general partner of the Partnership. No further
partner may be admitted to the Partnership except in accordance with the Limited Partnership Deed. No partner
may dispose of its interest in the Partnership without the consent of the General Partner.
BOOKS AND RECORDS

The General Partner has entered into an agreement with Intu Metrocentre Property Management Limited (“the
manager”) whereby the manager has undertaken responsibility for performing certain duties including an
obligation to keep proper and up to date books and records of financial statements and to provide to the
Partnership such reasonable information as may be required for the purposes of preparing reports and financial
statements in respect of the Partnership.
-4-

RIGHTS AND ENTITLEMENT - LIMITED PARTNERS

The Limited Partners fund the Partnership and are entitled to be allocated the profits and losses of the
Partnership. The Limited Partners take no part in the management of the Partnership and are not able to bind
the Partnership in contract.
STATEMENT OF GENERAL PARTNER'S RESPONSIBILITIES IN RESPECT OF THE FINANCIAL

STATEMENTS
The General Partner is responsible for preparing the General Partner’s Report and financial statements in
accordance with applicable law and regulation.
Company law, as applied to qualifying partnerships by the Partnerships (Accounts) Regulations 2008 (the
“Regulations”), requires the general partner to prepare financial statements for each financial year. Under that
law the general partner has prepared the financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union. Under company law, as applied to qualifying
partnerships, the general partner must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the qualifying partnership and of the profit or loss of the
qualifying partnership for that period. In preparing the financial statements, the general partner are required to:
• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements in IFRS Standards are
insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial performance; and
• make an assessment of the partnership's ability to continue as a going concern.
The General Partner is responsible for keeping adequate accounting records that are sufficient to show and
explain the qualifying partnership's transactions and disclose with reasonable accuracy at any time the financial
position of the qualifying partnership and enable them to ensure that the financial statements comply with the
Companies Act 2006 as applied to qualifying partnerships by the Regulations.
The General Partner is also responsible for safeguarding the assets of the qualifying partnership and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
INDEPENDENT AUDITOR
Deloitte LLP succeeded PricewaterhouseCoopers LLP as the auditor for the financial year commencing 1
January 2019, further to the resolution passed at the AGM on 3 May 2019.
So far as the members of the General Partner are aware, there is no relevant audit information of which the
auditors are unaware and each member has taken all reasonable steps to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies
Act 2006.
-5-

DIRECTORS OF THE GENERAL PARTNER CONFIRMATIONS

• the financial statements, prepared in accordance with the relevant financial reporting framework, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Partnership;
• the strategic report includes a fair review of the development and performance of the business and the
position of the Partnership, together with a description of the principal risks and uncertainties that they face;
and
• the financial statements, taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Partnership's position and performance.
Signed on behalf of Metrocentre (GP) Limited
Kathryn Grant
Director
28 July 2020
-6-
An Independent 8K;@JEHQI H<FEHJ JE J?< partners of The Metrocentre Partnership
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of The Metrocentre Partnership %\PM equalifying partnershipf&:
give a true and fair view of the state of the Partnershipf[ INNIQZ[ I[ I\ 31 December 2019 and of
its loss for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union and IFRSs as issued by the International Accounting
Standards Board (IASB); and
have been prepared in accordance with the requirements of the Companies Act 2006 as applied
to qualifying partnerships.
We have audited the financial statements which comprise:

the income statement and statement of comprehensive income;
the balance sheet;
the statement of changes in partners' funds;
the statement of cash flows; and
the notes to the financial statements 1 to 15.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs
as adopted by the European Union.
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 Partnership in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the Financial Reporting Councilf[ %\PM e;D8f[f&
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.
Material uncertainty relating to going concern

We draw attention to note 1 in the financial statements, which indicates that a material uncertainty
exists which may cast significant doubt on the Partnershipf[ IJQTQ\a \W KWV\QV]M I[ I OWQVO KWVKMZV)
On 26 June 2020, following unsuccessful negotiations for a group-wide standstill with its lenders, intu
properties plc (the ultimate parent company of the Partnership), along with certain intu group entities
that provide asset and facilities management services to intu Metrocentre, were placed into
administration.
To enable continued uninterrupted delivery of asset and facilities management services to intu
Metrocentre NZWU \PM LI\M WN QV\] XZWXMZ\QM[ XTKf[ ILUQVQ[\ZI\QWV' \PM Partnership has entered into a 6-
UWV\P FZIV[Q\QWV EMZ^QKM[ 6ZZIVOMUMV\ %FE6& _Q\P QV\] XZWXMZ\QM[ XTKf[ ILUQVQ[\ZI\WZ) 6[ XIZ\ WN \PM
TSA, the administrators require the Partnership to pre-fund any costs prior to delivery of services.
The Partnership is funded through an intercompany loan from intu Metrocentre Finance plc (the Issuer)
which has loan notes with a carrying value totaling £480.5 million. These loan notes are secured against
the intu Metrocentre shopping centre. The Company has further borrowings amounting to £488.5
million relating to the compound financial instrument.
We identified the following areas which we considered to be the key risks giving rise to a material
]VKMZ\IQV\a QV ZMTI\QWV \W \PM LQZMK\WZ[f OWQVO KWVKMZV I[[M[[UMV\) EPW]TL IVa WN \PM risk factors
discussed in note 1 or below occur, the Company may be unable to make payments as they fall due and
may enter administration.
Risk area
Risk of default and covenant compliance:

30 June 2020 is a calculation date in relation to the loan to value and interest cover ratio
covenants QV ZM[XMK\ WN \PM =[[]MZf[ TWIV VW\M[. At the calculation date the loan to value
covenant has been met. There is a risk that the interest cover ratio covenant could be in breach
when calculated at 30 June 2020. There is further risk that at the 31 December 2020 calculation
date covenants are breached. In the event of breach, the lenders can enforce their security.
The Issuer will need to seek interest deferrals in order to have sufficient liquidity to meet its
obligations as they fall due. The interest deferrals require lender consent which may not be
given.
Implications of the intu properties plc administration

There is risk that with new directors of the General Partner, the future strategy of the
Partnership may change and is therefore unknown. There could be a forced sale of the intu
Metrocentre, at a significant discount to the 31 December 2019 market value, which would then
provide insufficient funds to the Partnership to cover amounts as they fall due.
During the TSA period:

There is risk that additional funding and/or the deferral interest payments in order to meet all
obligations as they fall due through the TSA period cannot be secured or agreed.
After the TSA period:

There is risk that terms cannot be agreed with a suitable third-party asset and facilities
management service provider resulting in the closure of the intu Metrocentre. This could result
in a number of lease defaults and insufficient liquidity due to decreased rental income.
Covid-19:
Covid-19 has significantly decreased rent and service charge collection. There is a risk that
there is a further spike in the Covid-19 pandemic in the United Kingdom resulting in varying
levels of lockdown requiring the shopping centres to close. This would result in further decreases
in rent and service charge collection, having an adverse effect on the liquidity leading to
insufficient funds to the Partnership to cover the repayment of amounts as they fall due.
As stated in note 1, the events or conditions described above indicate that a material uncertainty exists
that may cast significant doubt on the Partnershipf[ IJQTQ\a \W KWV\QV]M I[ I OWQVO KWVKMZV) B]Z WXQVQWV
is not modified in respect of this matter.
Other information
The directors of the General Partner are responsible for the other information. The other information
comprises the information included in the annual report, other than the financial statements and our
I]LQ\WZf[ ZMXWZ\ \PMZMWV) B]Z WXQVQon 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 respect of these matters.
Responsibilities of the General Partner

As explained more fully in the OMVMZIT XIZ\VMZf[ responsibilities statement, the general partner is
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 general partner determines 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 general partner is responsible for assessing the Partnershipf[
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 general partner either intends to liquidate the
Partnership or to cease operations, or have no realistic alternative but to do so.
)K;@JEHQI H<IFEDI@9@B@J@<I =EH J?< 8K;@J E= J?< =@D8D:@8B IJ8J<C<DJI

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.
A further description of our responsibilities for the audit of the financial statements is located on the
;D8f[ website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our I]LQ\WZf[
report.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and <MVMZIT CIZ\VMZf[ Report for the financial year
for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the <MVMZIT CIZ\VMZf[ Report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Partnership and its environment obtained in the
course of the audit, we have not identified any material misstatements in Strategic Report or the
<MVMZIT CIZ\VMZf[ Report.
Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our
opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not
been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of <MVMZIT CIZ\VMZf[ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.

Use of our report
This report is made solely to the Partnerhipf[ XIZ\Vers, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Partnerhipf[ partner[ \PW[M UI\\MZ[ _M IZM ZMY]QZML \W [\I\M \W \PMU QV IV I]LQ\WZf[ ZMXWZ\ IVL NWZ VW
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Partnerhip and the Partnerhipf[ partners as a body, for our audit work, for this
report, or for the opinions we have formed.
Claire Faulkner FCA (Senior Statutory Auditor)

For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
28 July 2020
INCOME STATEMENT & STATEMENT OF COMPREHENSIVE INCOME

2019 2018
Re-presented*
Notes £m £m
Revenue 2 63.8 68.2
Net rental income 2 41.6 45.7
Revaluation of investment and development

property 5 (168.3) (94.6)
Administrative expenses (3.0) (2.0)
Operating loss 3 (129.7) (50.9)
Finance costs 4 (47.5) (52.8)

Finance income 0.4 0.3
Loss transferred to partners' current

account (176.8) (103.4)
*See note 1 for details of re-presented amounts
Other than the items in the income statement above, there are no other items of comprehensive income in the
current or prior year and accordingly a separate statement of comprehensive income has not been prepared.
- 10 -
BALANCE SHEET
AS AT 31 DECEMBER 2019
2019 2018
Re-presented*
Notes £m £m
Non-current assets
Investment property 5 673.3 838.8
Current assets
Trade and other receivables 6 9.7 12.6
Cash and cash equivalents 15.0 41.8
24.7 54.4
Total assets 698.0 893.2
Current liabilities
Trade and other payables 7 (51.0) (85.0)
Lease liabilities 8 (0.1) (0.1)
(51.1) (85.1)
Non-current liabilities
Borrowings 9 (969.0) (953.3)
Lease liabilities 8 (0.4) (0.5)
(969.4) (953.8)
Total liabilities (1,020.5) (1,038.9)
Net liabilities (322.5) (145.7)
Partners' deficit
Partners' capital account 0.3 0.3
Partners' loan amounts classified as
equity 447.1 447.1
Partners' current account (769.9) (593.1)
Total equity (322.5) (145.7)
* See note 1 for details of re-presented amounts
- 11 -
BALANCE SHEET
AS AT 31 DECEMBER 2019
The notes on pages 15 to 35 form part of these financial statements
The Metrocentre Partnership (registered number LP12102)
The financial statements of were approved by the General Partner, Metrocentre (GP) Limited and authorised
for issue on 28 July 2020 and were signed on its behalf by:
Kathryn Grant
Director
Metrocentre (GP) Limited
- 12 -
STATEMENT OF CHANGES IN PARTNERS' FUNDS

Partners' Partners' Partners' Total

capital loan current Partners'
account amounts account deficit
classified
as equity
Notes £m £m £m £m
Balance at 1 January 2018 0.3 447.1 (489.7) (42.3)
Loss transferred to Partners' current account - - (103.4) (103.4)
Total comprehensive loss for the year - - (103.4) (103.4)
Balance at 31 December 2018 0.3 447.1 (593.1) (145.7)
Balance at 1 January 2019 0.3 447.1 (593.1) (145.7)
Loss transferred to Partners' current account - - (176.8) (176.8)
Total comprehensive loss for the year - - (176.8) (176.8)
Balance at 31 December 2019 0.3 447.1 (769.9) (322.5)
- 13 -
STATEMENT OF CASH FLOWS

2019 2018
Notes £m £m
Cash flows from operating activities

Cash generated from operations 11 36.9 39.5
Interest paid (62.0) (20.1)
Net cash (used in)/generated from

operating activities (25.1) 19.4
Investing activities
Capital expenditure on investment property (1.7) (6.0)
Net cash used in investing activities (1.7) (6.0)
Net cash used in financing activities - -
Net (decrease)/increase in cash and

cash equivalents (26.8) 13.4
Cash and cash equivalents at beginning of

year 41.8 28.4
Cash and cash equivalents at end of year 15.0 41.8
- 14 -
NOTES TO THE FINANCIAL STATEMENTS

1 Accounting convention, basis of preparation and accounting policies
The Limited Partnership Deed requires the General Partner to prepare financial statements of the
Partnership.
The Metrocentre Partnership ('the Partnership') is a private company limited by shares incorporated in the
United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of
the Partnership's registered office is shown on page 4.
The nature of the Partnership’s operations and its principal activities are set out in the strategic report on
page 1.
These financial statements are presented in pounds sterling which is the currency of the primary economic
environment in which the Partnership operates.
These financial statements are separate financial statements.
These financial statements have been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRS), interpretations issued by the International Financial
Reporting Standards Interpretations Committee in accordance with the Partnerships (Accounts) Regulations
2008.
The financial statements have been prepared under the historical cost convention as modified by
investment property, and certain other assets and liabilities that have been measured at fair value. A
summary of the accounting policies is set out below.
The accounting policies are consistent with those applied in the last annual financial statements, as
amended when relevant to reflect the adoption of new standards, amendments and interpretations which
became effective in the year.
This is the Partnership’s first set of annual financial statements where IFRS 16 Leases has been applied.
The standard requires lessees to recognise a right-of-use asset representing its right to use the underlying
asset and a lease liability representing its obligation to make lease payments. Revaluation of the right-of-
use asset and finance costs on the lease liability will be recognised in the income statement. The standard
does not affect the current accounting for rental income earned. The adoption of this standard has not had a
material impact on the financial statements.
A number of standards and amendments to standards have been issued but are not yet effective for the
current year. These are not expected to have a material impact on the Partnership's financial statements.
Re-presentation of information
- balance sheet
Amounts attributable to tenant lease incentives previously classified as trade and other receivables have
been re-presented to investment and development property. As a result, investment and development
property on the face of the balance sheet is now equal to the market value disclosed. Following the change
in presentation, at 31 December 2018 investment and development property has increased by £19.0 million,
non-current trade and other receivables have decreased by £16.2 million and current trade and other
receivables have decreased by £2.8 million.
- 15 -
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

1 Accounting convention, basis of preparation and accounting policies (Continued)
-income statement
The underlying component of other finance charges, being the amortisation of Metrocentre compound
financial instrument, has been re-presented to finance costs. Following the change in presentation, at 31
December 2019 finance costs include £14.7 million relating to this amortisation charge. For the year ended
31 December 2018 finance costs have increased by £14.7 million, while other finance charges have
decreased by the same amount.
Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with the Partnership’s accounting policies requires
management to make judgements and use estimates that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Although these judgements and estimates are based on management’s best
knowledge of the amount, event or actions, actual results ultimately may differ from those judgements and
estimates.
– key sources of estimation uncertainty

Valuation of investment property – see investment property accounting policy in note 1 as well as note 5 for
details on estimates and assumptions used in the valuation process and sensitivities.
– critical accounting judgements
Going concern – when preparing the financial statements, management is required to make an assessment
of the entity’s ability to continue as a going concern and prepare the financial statements on this basis
unless it either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so.
As set out in going concern, there are events or conditions that indicate a material uncertainty exists in
relation to going concern.
- 16 -

Going concern
- introduction
The Partnership’s business activities are set out in the Principal Activities section of the Strategic Report on
page 1.
The Partnership’s funding is provisioned through the issuance of loan notes by Intu Metrocentre Finance
Plc, which are secured against the intu Metrocentre shopping centre. The proceeds from these loan notes
have been provided to the Partnership under the terms of an intercompany loan agreement. The activities
of the Partnership are directed by its General Partner, Metrocentre (GP) Limited (the ‘General Partner’).
On 22 January 2020, the lenders, via their agent HSBC, were notified of a “trigger event” in accordance with
the terms of the loan agreement. A trigger event, which does not constitute a covenant breach but results in
funds entering a cash trap position, occurs when the loan-to-value ratio (LTV) exceeds 70 per cent. As at
31 December 2019, the LTV was calculated as being 71 per cent following an independent property
valuation of the same date, and therefore the lenders were notified that a trigger event had occurred and is
continuing. The lenders’ response states that they are considering, and will keep under review, any
appropriate steps which might remedy this trigger event in due course.
On 26 June 2020, following unsuccessful negotiations for a group-wide standstill with lenders to group
entities and a resulting inability to agree a standstill with its lenders, intu properties plc (the ultimate parent
company of the Partnership), along with certain intu group entities that provide asset and facilities
management services to the intu Metrocentre shopping centre, entered administration.
To enable continued uninterrupted delivery of asset and facilities management services to the intu
Metrocentre shopping centre, from the date of intu properties plc’s administration, the Partnership has
entered into a 6-month Transitional Services Arrangement (TSA) with Intu Retail Services Limited (in
administration). As part of the TSA, the Partnership is required to pre-fund costs two months in advance to
the service providers prior to the delivery of services as well as the settlement of existing arrears.
The most recent forecasts used to assess going concern are based on the TSA cash flows which are for a
6-month period from the date of intu properties plc’s administration. These cash flows have been extended
through the going concern period; however, there is a material uncertainty (as discussed below) on the
future strategic direction of the Partnership beyond the 6-month TSA period. The TSA cash flows include
assumptions in respect of net rental income, giving particular consideration to the impact of COVID-19 on
future collections, as well as TSA costs, professional fees, and debt service costs.
- 17 -

- material uncertainty
Due to the factors described as follows, a material uncertainty exists which may cast significant doubt on
the Partnership’s ability to continue as a going concern.
The directors have considered the liquidity requirements of the Partnership and its ability to meet its
obligations as they fall due throughout the going concern period. As part of this assessment, the directors
have noted of the progress of ongoing discussions between Intu Metrocentre Finance Plc and its lenders
over interest deferrals included within the TSA cashflows discussed above. These deferrals require certain
lender consents, which at the date of these financial statements are still to be achieved.
Beyond the 6-month TSA, the Partnership will need to transition to alternative asset and facilities
management service providers. As part of their contingency planning, the directors of the General Partner
have begun meeting potential providers of asset and facilities management services that could be put in
place at the end of a 6-month TSA period, or earlier if deemed suitable.
Along with this transition, the composition of the Board of the General Partner could be subject to significant
change. This change could result in a different strategic direction for the Partnership, which could include
new funding being put in place or the sale of the asset.
Significant market uncertainty remains regarding the impact of Covid-19 on the operations of the intu
Metrocentre shopping centre. The centre remained semi-closed from the end of March 2020 with essential
stores the only ones permitted to trade. From 15 June 2020 non-essential stores have begun to trade and
from 4 July 2020 catering has begun to re-open, with the opening of leisure facilities permitted from 25 July
2020. Additionally, at this time, the speed of recovery as the UK comes out of lockdown remains unclear. In
the event lockdown measures were re-imposed, this could have a significant adverse effect on the future
liquidity of the Partnership, including further negative impacts on rent and service charge collection.
The directors of the General Partner have considered the impact of potential financial covenant breaches
that could create an event of default within Intu Metrocentre Finance Plc, which could in turn impact liquidity
within the Partnership. Although all covenant tests have been met as at 30 June 2020, the prospect of
lender enforcement is outside of the control of the directors of the General Partner should an event of
default occur.
If one or more of the events described in the material uncertainty above occur, this could result in the
Partnership entering administration, which could occur as soon as the end of the 6-month TSA period if the
transition to the new asset and facilities management provider is unsuccessful. It is also possible that in the
event that the Partnership enters administration, there may need to be a period of closure for intu
Metrocentre while a replacement third-party asset and facilities management provider is put in place.
- conclusion
The events or conditions described above indicate that a material uncertainty exists that may cast
significant doubt on the Partnership’s ability to continue as a going concern.
In forming this conclusion, the directors of the General Partner have taken note of the similar material
uncertainty conclusions reached by the directors of Intu Metrocentre Finance Plc in their assessment of
going concern.
The auditor’s report refers to this material uncertainty surrounding going concern.
- 18 -

Revenue
Revenue comprises rental income receivable and service charge income.
Rental income receivable is recognised on a straight-line basis over the term of the lease. Directly
attributable lease incentives (for example, rent-free periods or cash contributions for tenant fit-out) are
recognised within rental income on the same basis as the underlying rental income received.
Contingent rents, being those lease payments that are not fixed at the inception of a lease, the most
significant being rents linked to tenant revenues or increases arising on rent reviews, are recorded as
income in the periods in which they are earned. In respect of rents linked to tenant revenues, where
information is not available, management uses estimates based on knowledge of the tenant and past data.
Rent reviews are recognised as income from the date of the rent review, based on management’s
estimates. Estimates are derived from knowledge of market rents for comparable properties determined on
an individual property basis and updated for progress of negotiations.
Service charge income are recorded as income over time in the year in which the services are rendered and
the performance obligations are satisfied.
Investment property
Investment property is owned or leased by the Partnership and held for long-term rental income and capital
appreciation.
The Partnership has elected to use the fair value model. Property is initially recognised at cost and
subsequently revalued at the balance sheet date to fair value as determined by professionally qualified
external valuers on the basis of market value. Valuations conform with the Royal Institution of Chartered
Surveyors (RICS) Valuation – Global Standards 2017 incorporating the International Valuation Standards
and the UK National Supplement 2018 (the Red Book).
The main estimates and assumptions underlying the valuations are described in note 5.
The cost of investment property includes capitalised interest and other directly attributable outgoings
incurred during development. Interest is capitalised on the basis of the average rate of interest paid on the
relevant debt outstanding. Interest ceases to be capitalised on the date of practical completion.
Gains or losses arising from changes in the fair value of investment property are recognised in the income
statement.
Depreciation is not provided in respect of investment property.
Sales and purchases of investment property are recognised when control passes on completion of the
contract. Any gain or loss arising on derecognition of the property (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in
which the property is derecognised.
- 19 -

Impairment of assets
The Partnership's assets are reviewed at each balance sheet date to determine whether events or changes
in circumstances exist that indicate that their carrying amount may not be recoverable. If such an indication
exists, the asset’s recoverable amount is estimated. The recoverable amount is the higher of an asset’s fair
value less costs to sell and its value in use. An impairment loss is recognised in the income statement for
the amount by which the asset’s carrying amount exceeds its recoverable amount. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows.
At each balance sheet date the Partnership reviews whether there is any indication that an impairment loss
recognised in previous periods may have decreased. If such an indication exists, the asset’s recoverable
amount is estimated. An impairment loss recognised in prior periods is reversed if, and only if, there has
been a change in the estimates used to determine the asset’s recoverable amount. In this case the asset’s
carrying amount is increased to its recoverable amount but not exceeding the carrying amount that would
have been determined had no impairment loss been recognised. The reversal of an impairment loss is
recognised in the income statement.
Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and deposits with banks.
Trade receivables
Trade receivables are recognised initially at their transaction price and subsequently measured at amortised
cost less loss allowance for expected credit losses.
When applying a loss allowance for expected credit losses, judgement is exercised as to the collectability of
trade receivables and to determine if it is appropriate to impair these assets. When considering expected
credit losses, management has taken into account days past due, credit status of the counterparty and
historical evidence of collection.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost.
Compound financial instrument

On initial recognition the fair value of the liability component is assessed with the residual balance allocated
to equity with no subsequent reclassification between the debt and equity components. The debt
component is written up under amortised cost using the effective interest method. The interest calculated on
the Interest-Bearing Advance in accordance with the loan agreement is taken to the income statement.
Taxation
No provision for tax is made in these financial statements as a limited partnership is not a taxable entity.
Partners are instead taxed on their share of the profits of a limited partnership, according to their own
circumstances.
- 20 -

Leases
– Partnership as lessee:
Leases of investment property are accounted for as a right-of-use asset and a lease liability. The investment
property asset is included in the balance sheet at fair value, gross of the recognised lease liability.
Contingent rents are recognised as they accrue.
Lease payments are allocated between the liability and finance charges so as to achieve a constant
financing rate.
– Partnership as lessor:
A lease that transfers substantially all the risks and rewards of ownership to the lessee is classified as a
finance lease. All other leases are normally classified as operating leases.
Investment properties are leased to tenants under operating leases, with rental income being recognised on
a straight-line basis over the lease term. For more detail see the revenue accounting policy.
Current/non-current classification
Current assets include assets held primarily for trading purposes, cash and cash equivalents, and assets
expected to be realised in, or intended for sale or consumption within one year of the reporting date. All
other assets are classified as non-current assets.
Current liabilities include liabilities held primarily for trading purposes and expected to be settled within one
year of the reporting date. All other liabilities are classified as non-current liabilities.
2 Revenue
Revenue arose in the United Kingdom from continuing operations and the Partnership carries on only
one class of business.
2019 2018
£m £m
Rent receivable 51.5 54.8

Service charge income 12.3 13.4
Revenue 63.8 68.2
Rent payable (4.1) (4.6)

Service charge costs (15.0) (15.1)
Other non-recoverable costs (3.1) (2.8)
Net rental income 41.6 45.7
- 21 -

3 Operating loss
The operating loss for the year ended 31 December 2019 of £129.7 million (2018 operating loss of £50.9
million) is arrived at after charging auditor's remuneration of £19,323 (2018 £4,262) in respect of the audit of
the financial statements. No non-audit services were provided during the current or prior year.
The directors of the General Partner did not receive or waive any emoluments (2018 £nil) in respect of their
services to the Partnership.
There were no employees during the year (2018 none).
4 Finance costs
2019 2018
Re-presented*
£m £m
On Interest-Bearing Advance of Partners' loan amounts in respect of:

Intu Metrocentre Limited 7.0 10.3
Euro Dinero II Private Limited 4.7 6.8
On loan agreement with Intu Metrocentre Finance plc in respect of 4.125%
bonds 21.0 21.0
Amortisation of compound financial instruments 14.7 14.7
Other interest payable 0.1 -
Total interest expense 47.5 52.8
- 22 -

5 Investment property
Freehold
£m
At 1 January 2018 (re-presented*) 926.1

Additions 6.1
Deficit on revaluation (94.6)
Movement in tenant incentives 1.2
At 31 December 2018 (re-presented*) 838.8

Additions 1.2
Deficit on revaluation (168.3)
Movement in tenant incentives 1.6
At 31 December 2019 673.3
Head leases included within finance leases in borrowings (see note 8) (0.5)
Market value 672.8
Included within investment and development property are tenant lease incentive balances totalling
£20,600,000 (2018 £19,000,000).
Properties comprise the intu Metrocentre shopping centre and retail park, Gateshead.
Investment property is measured at fair value and is categorised as Level 3 in the fair value hierarchy (see
note 10 for definition) as one or more significant inputs to the valuation (including rent profiles and yields)
are partly based on unobservable market data.
Transfers into and transfers out of the fair value hierarchy levels are recognised on the date of the event or
change in circumstances that caused the transfer. There were no transfers in or out of Level 3 for
investment property during the year.
Valuation methodology
The fair value of the Partnership’s investment property at 31 December 2019 was determined by CBRE, an
independent external valuer at that date. The valuations are in accordance with the Royal Institution of
Chartered Surveyors (RICS) Valuation – Global Standards 2017 incorporating the International Valuation
Standards and the UK National Supplement 2018 (the Red Book) and were arrived at by reference to
market transactions for similar properties and rent profiles. Fair values for investment properties are
calculated using the present value income approach. The main assumptions underlying the valuations are in
relation to rent profile and yields as discussed below.
- 23 -

5 Investment property (Continued)
The key driver of the property valuations is the terms of the leases in place at the valuation date. These
determine the majority of the cash flow profile of the property for a number of years and therefore form the
base of the valuation. The valuation assumes adjustments from these rental values in place at the valuation
date to current market rent (ERV) at the time of the next rent review (where a typical lease allows only for
upward adjustment) and as leases expire and are replaced by new leases. ERV is assessed based on
evidence provided by the most recent relevant leasing transactions and negotiations. This is based on
evidence available at the date of valuation and does not assume future increases in market rent.
The nominal equivalent yield is applied as a discount rate to the rental cash flows which, after taking into
account other input assumptions such as vacancies and costs, generates the property valuation. The
nominal equivalent yield applied is assessed by reference to market transactions for similar properties and
takes into account, amongst other things, any risks associated with the rent uplift assumptions.
Annual property income as disclosed in the table below reflects current annualised gross income.
The net initial yield is calculated as the current net income over the gross market value of the asset and is
used as a sense check and to compare against market transactions for similar properties.
The valuation output, inputs and assumptions are reviewed by management as well as the members to
ensure that they are in line with those of market participants.
A significant change in nominal equivalent yield of investment property in isolation would result in a
significant change in the value of investment property. In practice an inward shift in the nominal equivalent
yield would likely cause a resulting increase in valuation, and vice versa. The table below illustrates the
change in the total value of investment property when applying a +/- 50 basis point sensitivity to nominal
equivalent yield:
intu Metrocentre Nominal equivalent yield

+50bp -50bp
£m £m
At 31 December 2019 48.5 56.6

At 31 December 2018 68.7 83.1
The table below provides details of the assumptions used in the valuation and key unobservable inputs:
Nominal Annual
Net initial equivalent property
Market value yield yield income
intu Metrocentre £m £m
At 31 December 2019 672.8 5.5% 6.6% 43.7

At 31 December 2018 838.3 4.8% 5.7% 46.4
- 24 -

5 Investment property (Continued)
Valuation process
It is the Partnership's policy to engage independent external valuers to determine the market value of its
investment property at both 30 June and 31 December. This independent external valuer holds recognised
and relevant professional qualifications and has recent experience in location and category of the
investment property being valued. The Partnership provides data to the valuers, including current lease and
tenant data along with asset specific business plans. The valuers use this and other inputs including market
transactions for similar properties to produce valuations. These valuations and the assumptions they have
made are then discussed and reviewed with the partners.
Capital commitments
At 31 December 2019, the General Partner had approved £0.4 million (2018 £0.5 million) of future
expenditure for the purchase, construction, development and enhancement of investment property. Of this,
£0.4 million (2018 £0.5 million) is contractually committed. The entire approved amount is expected to be
spent in 2020.
6 Trade and other receivables

2019 2018
Re-presented*
£m £m
Trade receivables 3.2 4.2

Other receivables 0.1 0.2
Amounts owed by group undertakings 0.1 -
Prepayments and accrued income 6.3 8.2
9.7 12.6
Amounts owed by group undertakings are unsecured, repayable on demand and non-interest bearing.
- 25 -

7 Trade and other payables

2019 2018
£m £m
Trade payables 0.4 0.1
Rents received in advance 11.1 12.7
Amounts owed to group undertakings 0.5 0.5
Interest owed to Intu Metrocentre Limited 19.1 37.3
Interest owed to Euro Dinero II Private Limited 12.7 24.9
Accruals 4.7 5.7
Other taxes and social security 1.7 2.7
Other payables 0.8 1.1
51.0 85.0
Amounts owed to group undertakings are unsecured, non interest bearing and repayable on demand.
The interest amounts owed to Intu Metrocentre Limited and Euro Dinero II Private Limited is charged at
7% (2018 7%) on the Interest-Bearing Advance.
8 Lease liabilities
Head leases on investment property are included within investment and development property on the
balance sheet and represent the right-of-use on certain investment property that has a head lease.
£m 2019 2018
Minimum lease payments fall due
Not later than one year 0.1 0.1

Later than one year and not later than five years 0.2 0.2
Later than five years 1.2 1.3
1.5 1.6
Future finance charges on lease liabilities (1.0) (1.0)
Present value of finance lease liabilities 0.5 0.6
Present value of lease liabilities

0.5 0.6
- 26 -

9 Borrowings 2019 2018

£m £m
Non-current
Loan agreement with Intu Metrocentre Finance plc in respect of 4.125%
bonds 480.5 479.5
Compound financial instrument- liability component in respect of:
Euro Dinero II Private Limited 195.4 189.5
969.0 953.3
Loan agreement with Intu Metrocentre Finance plc

In 2013, Intu Metrocentre Finance plc (“the lender”) passed external bond financing to the Partnership
following the issue of a £485,000,000 4.125% bond. The amounts owed are unsecured and have an
anticipated repayment profile which matches the profile of the lender’s borrowings in order for the lender
to meet its external funds obligations. The bond financing in Intu Metrocentre Finance plc is secured
against the investment property of the Partnership.
Interest is due on the amounts owed to Intu Metrocentre Finance plc at rates equal to those paid by the
lender on its external borrowings. Fees and other costs incurred by the lender are also charged to the
Partnership.
Compound financial instrument

In 2007, Intu Metrocentre Limited (a Limited Partner) and Eurolieum S.à r.l. (a related entity of Euro Core
Private Limited, a Limited Partner) contributed loan amounts to the Partnership which met the definition
of a compound financial instrument. As a result, the loan amounts were split between a liability
component which is subsequently amortised to nominal value, and an equity component. The equity
component at 31 December 2019 was £447.1 million (2018 £447.1 million). Any subsequent loan
contributions from the Limited Partners have been assessed as and presented in equity. During 2018, the
loan amounts contributed by Eurolieum S.à r.l. were transferred to Euro Dinero II Private Limited, a
related entity of Euro Core Private Limited.
Under the terms of the loan agreement, interest is calculated on the Interest-Bearing Advance of the
Partners’ loan amounts.
The total Partners’ loan amounts contributed to the Partnership at 31 December 2019 totalled £742.9
million (2018 £742.9 million).
The actual LTV and interest cover covenants are based on the latest certified figures, calculated in
accordance with the loan agreement.
Interest cover Interest cover

Term facilities Loan £m Maturity LTV Covenant LTV Actual covenant actual
4.125 per cent 485.0 2023 100.0% 71.4% 125.0% 193.8%
bonds
Covenant compliance is discussed further in the going concern section in note 1.
- 27 -

10 Financial risk management
The Partnership is exposed to a variety of financial risks arising from the Partnership’s operations being
principally market risk (including interest rate risk and market price risk), liquidity risk and credit risk.
The majority of the Partnership’s financial risk management is carried out by intu properties plc’s treasury
department and the policies for managing each of these risks and their impact on the results for the year are
summarised below. Further details of intu properties plc's financial risk management are disclosed in the
intu properties plc group's publicly available financial statements.
Market risk
Interest rate risk

Interest rate risk comprises of both cash flow and fair value risks.
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to
changes in market interest rates. Fair value interest rate risk is the risk that the fair value of financial
instruments will fluctuate as a result of changes in market interest rates.
Interest on amounts due to related parties is charged at 7%, against the Interest-Bearing Advance, between
the Partnership and the related parties.
Liquidity risk
Liquidity risk is managed to enable the Partnership to meet future payment obligations when financial
liabilities fall due.
The intu properties plc treasury policy aims to meet this objective through maintaining adequate cash,
marketable securities and committed facilities to meet these requirements. The intu group’s policy is to seek
to optimise its exposure to liquidity risk by balancing its exposure to interest rate risk and to refinancing risk.
In effect the intu group seeks to borrow for as long as possible at the lowest acceptable cost.
- 28 -

10 Financial risk management (Continued)
The tables below set out the maturity analysis of the Partnership’s financial liabilities based on the
undiscounted contractual obligations to make payments of interest and to repay principal.
Repayable 1-2 years 3-5 years Greater than Total

within 1 year 5 years
or on demand
£m £m £m £m £m
At 31 December 2019
Borrowings (including
interest) (20.0) (20.0) (525.0) - (565.0)
Amounts due to related
parties (32.3) - - - (32.3)
Other financial liabilities (1.1) - - - (1.1)
(53.4) (20.0) (525.0) - (598.4)
At 31 December 2018
Borrowings (including
interest) (20.0) (20.0) (60.0) (485.0) (585.0)
Amounts due to related
parties (62.7) - - - (62.7)
Other financial liabilities (1.2) - - - (1.2)
(83.9) (20.0) (60.0) (485.0) (648.9)
Credit risk
Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under a contract.
Credit risk arises primarily from trade receivables relating to tenants but also from the Partnership’s
holdings of assets with counterparties such as cash deposits and loans.
Credit risk associated with trade receivables is actively managed; tenants are typically invoiced quarterly in
advance and are managed individually by asset managers, who continuously monitor and work with
tenants aiming, wherever possible, to identify and address risks prior to default.
Prospective tenants are assessed via a review process, including obtaining credit ratings and reviewing
financial information which is conducted internally. As a result, deposits or guarantors may be obtained.
The amount of deposits held as collateral at 31 December 2019 is £0.5 million (2018 £0.6 million).
When applying a loss allowance for expected credit losses, judgement is exercised as to the collectability of
trade receivables and to determine if it is appropriate to impair these assets. When considering expected
credit losses, management has taken into account days past due, credit status of the counterparty and
historical evidence of collection.
- 29 -

The ageing of these trade receivables is as follows:
2019 2018
£m £m
Three to six months 0.1 1.0

Up to three months 3.1 3.2
Trade receivables 3.2 4.2
At 31 December 2019 trade receivables are shown net of provisions totalling £0.3 million (2018 £0.3
million).
The credit risk relating to cash and deposits is actively managed centrally by intu properties plc treasury
department. Relationships are maintained with a number of tier one institutional counterparties, ensuring
compliance with intu properties plc company policy relating to limits on the credit ratings of counterparties
(between BBB+ and AAA).
Excessive credit risk concentration is avoided through adhering to authorised limits for all counterparties.
Classification of financial assets and liabilities

The tables below set out the Partnership’s accounting classification of each class of financial assets and
liabilities, and their fair values.
Carrying
value Fair value
2019 £m £m
Trade and other receivables 3.4 3.4

Total financial assets – amortised cost 18.4 18.4
Trade and other payables (33.5) (33.5)

Borrowings (969.5) (937.7)
Total financial liabilities – amortised cost (1,003.0) (971.2)
- 30 -

Carrying
value Fair value
2018 £m £m
Trade and other receivables 4.4 4.4

Total financial assets – amortised cost 46.2 46.2
Trade and other payables (63.9) (63.9)

Borrowings (953.9) (971.3)
Total financial liabilities – amortised cost (1,017.8) (1,035.2)
There are no gains or losses arising on financial assets or liabilities recognised either in the income
statement or direct to equity (2018 £nil).
Fair value hierarchy

Level 1: Valuation based on quoted market prices traded in active markets.
Level 2: Valuation techniques are used, maximising the use of observable market data, either
directly from market prices or derived from market prices.
Level 3: Where one or more inputs to valuation are unobservable. Valuations at this level are
more subjective and therefore more closely managed, including sensitivity analysis of
inputs to valuation models. Such testing has not indicated that any material
difference would arise due to a change in input variables.
Transfers into and transfers out of the fair value hierarchy levels are recognised on the date of the event or
change in circumstance that caused the transfer. There were no transfers into or out of the fair value
hierarchy levels for the above financial assets and liabilities during the year (2018 none).
- 31 -

11 Cash generated from operations

2019 2018
* Re-presented
£m £m
Loss before tax (176.8) (103.4)
Adjustments for:
Finance costs 47.5 52.8
Finance income (0.4) (0.3)
Revaluation of investment property 168.3 94.6
Lease incentive and letting costs (1.3) (1.4)
Movements in working capital:

Decrease/(increase) in trade and other receivables 2.9 (0.7)
Decrease in deferred revenue (3.3) (2.1)
Cash generated from operations 36.9 39.5
*See note 1 for details of re-presented amounts
12 Operating leases
The Partnership earns rental income by leasing its investment properties to tenants under operating leases.
In the UK the standard shopping centre lease is for a term of 10 to 15 years. Standard lease provisions
include service charge payments, recovery of other direct costs and review every five years to market rent.
Standard turnover based leases have a turnover percentage agreed with each lessee which is applied to a
retail unit’s annual sales and any excess between the resulting turnover rent and the minimum rent is
receivable by the Partnership and recognised as income in the period in which it arises.
The future minimum lease amounts receivable under non-cancellable operating leases for continuing
operations are as follows:
2019 2018
£m £m

225.0 298.5
- 32 -

13 Ultimate parent company
The controlling party of the Partnership is considered to be the General Partner, Metrocentre (GP) Limited,
which is wholly owned by Intu Metrocentre Parent Company Limited whose ultimate parent company is intu
properties plc (in administration), into whose group financial statements the Partnership is consolidated.
The Limited Partners are Intu Metrocentre Limited and Euro Core Private Limited whose ultimate parent
companies are intu properties plc and Government of Singapore Investment Corporation (Realty) Pte Ltd
respectively.
Ownership is split 60 per cent Intu Metrocentre Limited, 40 per cent Euro Core Private Limited.
14 Related party transactions
Significant transactions and balance outstanding between the Partnership and related parties not disclosed
in other notes are shown below.
During the year the Partnership entered into the following transactions with other group companies:
2019 2018
Nature of transaction £m £m
Intu Metrocentre Property Management Service charge management

Limited* 0.8 0.8
Intu Metrocentre Property Management Property management
Limited* 1.8 1.8
Intu Metrocentre Property Management Development management
Limited* 1.1 -
Intu Retail Services Limited* Facilities management 9.9 9.4
Intu Metrocentre Limited* Interest payable 7.0 10.3
Euro Dinero II Private Limited** Interest payable 4.7 6.8
Significant balances outstanding between the Partnership and other group companies are shown below:
Amounts owed by
2019 2018
£m £m
Liberty International Group Treasury Limited* 0.1 -
- 33 -

14 Related party transactions (Continued)
Amounts owed to
2019 2018
£m £m

Euro Dinero II Private Limited** 12.7 24.9
Intu Metrocentre Property Management Limited 0.5 0.5
* The company's registered office is 40 Broadway, London, United Kingdom, SW1H 0BT.
** The company's registered office is 168 Robinson Road, #37-01 Capital Tower, Singapore, 068912.
- 34 -

15 Events after the reporting date
On 22 January 2020, the lenders, via their agent HSBC, were notified of a “trigger event” in accordance with
the terms of the loan agreement. A trigger event, which does not constitute a covenant breach but results in
funds entering a cash trap position, occurs when the loan-to-value ratio (LTV) exceeds 70 per cent. As at
31 December 2019, the LTV was calculated as being 71 per cent following an independent property
valuation of the same date, and therefore the lenders were notified that a trigger event had occurred and is
continuing. The lenders’ response states that they are considering, and will keep under review, any
appropriate steps which might remedy this trigger event in due course.
In Q1 2020, the existence of a global virus outbreak known as Covid-19 was confirmed. Non-essential retail
at the intu Metrocentre shopping centre closed between 24 March and the 15 June 2020 in order to comply
with measures put in place by the UK Government to limit virus transmissions. From 15 June 2020 non-
essential stores have begun to trade and from 4 July 2020 catering has begun to re-open, with the opening
of leisure facilities permitted from 25 July 2020.
Rents received from tenants at the intu Metrocentre shopping centre for the quarter beginning 25 March
2020 were significantly reduced, with collections at 10 July 2020 totalling 39 per cent. Management are in
discussions with customers on the outstanding rents but at this time it is unclear whether these rents will be
fully recovered at a later date. Rents received from tenants for the quarter beginning 25 June 2020 were 21
per cent as at 10 July 2020.
The directors of the General Partner continue to monitor the collection of rents and ongoing reviews of cash
projections are conducted.
On 26 June 2020, following unsuccessful negotiations for a group-wide standstill with lenders to group
entities and a resulting inability to agree a standstill with its lenders, intu properties plc (the ultimate parent
company of the Partnership), along with certain intu group entities that provide asset and facilities
management services to the intu Metrocentre shopping centre, entered administration.
To enable continued uninterrupted delivery of asset and facilities management services to the intu
Metrocentre shopping centre, from the date of intu properties plc’s administration, the Partnership has
entered into a 6-month Transitional Services Arrangement (TSA) with Intu Retail Services Limited (in
administration). During the TSA, the directors of the General Partner intend to work with all key
stakeholders to effect a smooth transition of the Metrocentre asset away from the intu group. As part of the
TSA, the Partnership is required to pre-fund costs two months in advance to the service providers prior to
the delivery of services as well as the settlement of existing arrears.
The latest independent property valuation for the Metrocentre shopping centre as at 30 June 2020 shows a
decrease of 21 per cent in market value, from £676.8 million to £532.1 million, against the December 2019
position.
- 35 -

The Metrocentre Partnership Report and Financial Statements For The Year Ended 31 December 2019

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The Metrocentre Partnership Report and Financial Statements For The Year Ended 31 December 2019

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Registration No.

THE METROCENTRE PARTNERSHIP

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

The Partnership is part of a qualifying partnership.

SECTION 172(1) STATEMENT

STRATEGIC REPORT (CONTINUED)

FUTURE DEVELOPMENTS AND EVENTS AFTER THE REPORTING DATE

STRATEGIC REPORT (CONTINUED)

PRINCIPAL RISKS AND UNCERTAINTIES

Signed on behalf of Metrocentre (GP) Limited

GENERAL PARTNER'S REPORT

FORMATION AND PURPOSE

FINANCIAL RISK MANAGEMENT

Management of this capital is performed by the General Partner.

Intu Metrocentre Limited (Limited Partner) 59.994%

CONSTITUTION AND GOVERNANCE

RIGHTS AND ENTITLEMENTS - GENERAL PARTNER

BOOKS AND RECORDS

GENERAL PARTNER'S REPORT

RIGHTS AND ENTITLEMENT - LIMITED PARTNERS

STATEMENT OF GENERAL PARTNER'S RESPONSIBILITIES IN RESPECT OF THE FINANCIAL

• properly select and apply accounting policies;

GENERAL PARTNER'S REPORT

DIRECTORS OF THE GENERAL PARTNER CONFIRMATIONS

Signed on behalf of Metrocentre (GP) Limited

Report on the audit of the financial statements

We have audited the financial statements which comprise:

Basis for opinion

Material uncertainty relating to going concern

Risk of default and covenant compliance:

Implications of the intu properties plc administration

During the TSA period:

After the TSA period:

We have nothing to report in respect of these matters.

Responsibilities of the General Partner

)K;@JEHQI H<IFEDI@9@B@J@<I =EH J?< 8K;@J E= J?< =@D8D:@8B IJ8J<C<DJI

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

Matters on which we are required to report by exception

We have nothing to report in respect of these matters.

Claire Faulkner FCA (Senior Statutory Auditor)

INCOME STATEMENT & STATEMENT OF COMPREHENSIVE INCOME

Revenue 2 63.8 68.2

Net rental income 2 41.6 45.7

Revaluation of investment and development

Operating loss 3 (129.7) (50.9)

Finance costs 4 (47.5) (52.8)

Loss transferred to partners' current

*See note 1 for details of re-presented amounts

Total assets 698.0 893.2

Total liabilities (1,020.5) (1,038.9)

Net liabilities (322.5) (145.7)

Total equity (322.5) (145.7)

* See note 1 for details of re-presented amounts

The notes on pages 15 to 35 form part of these financial statements

The Metrocentre Partnership (registered number LP12102)

STATEMENT OF CHANGES IN PARTNERS' FUNDS