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MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS REPORT AND FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Company Registration Number 401997
1
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS’ REPORT AND FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
CONTENTS PAGE(S)
Directors and other information 1
Directors' report 2 - 7
Directors’ responsibilities statement 8 - 9
Independent auditor’s report 10 - 17
Consolidated statement of comprehensive income 18
Consolidated statement of financial position 19
Company statement of financial position 20
Consolidated statement of changes in equity 21
Company statement of changes in equity 21
Consolidated statement of cash flow 22
Notes to the consolidated financial statements 23 59
1
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS AND OTHER INFORMATION
Directors Mr. Peter Blessing (Irish)
Mr. Alan Geraghty (Irish)
Administrator and Wilmington Trust SP Services (Dublin) Limited
Company Secretary Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Registered Office Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Banker Citibank N.A.
25 Canada Square
Canary Wharf, London, E14 5LB
United Kingdom
Solicitors Clifford Chance
10 Upper Bank Street
London E14 5JJ
United Kingdom
A&L Goodbody
25/28 North Wall Quay
IFSC, Dublin 1
Independent Auditor Grant Thornton
Chartered Accountants and Statutory Audit Firm
13-18 City Quay
Dublin 2
D02 ED70
Ireland
Trustee Citigroup Trustee Company Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Fund Manager Navegator SGFTC, SA
Rua Castilho, 20
Lisbon, Portugal
Custodian, Servicer Banco Comercial Portugues, S.A.
and Arranger Praca D. Joao I, 28
Oporto, Portugal
Swap Counterparty Credit Agricole, Corporate & Investment Bank
9 quai du Président Paul Doumer
92920 Paris La Défense Cedex
Paris, France
2
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT
FINANCIAL YEAR ENDED 31 DECEMBER 2025
The Directors hereby present their report and the consolidated financial statements of Magellan
Mortgages No.3 Public Limited Company (the “Company”) and subsidiary (collectively as the
“Group”) for the financial year ended 31 December 2025.
Principal activities, business review and future developments
The Company was incorporated in Ireland on 11 May 2005 as Magellan Mortgages No. 3 PLC.
The principal activity of the Company is the investment in a portfolio of mortgage receivables in
Portugal, through the purchase of 100% of the units in the subsidiary, Fundo de Titularização de
Créditos Magellan Tres (FTC) (the “Fund”), a Portuguese securitisation fund. The portfolio consists
of loans originated by Banco Comercial Português S.A. (“BCP”) (the “Arranger”, the “Servicer” and
the “Custodian”). The Fund acquired the receivables from BCP and through the subscription in the
units of the Fund, the Company has ultimate ownership in the assets of the Fund. The investment in
the units of the Fund is hereafter referred to as “Investment in Subsidiary Undertaking”.
The transaction is financed through the issuance of six classes of mortgage backed floating rate notes,
Classes A, B, C, and D (the “Senior Notes”) to an aggregate amount of €1,500,000,000 and Class E
and F Notes (together with the Senior Notes, the “Notes”). All of the Notes are listed on the Main
Securities Market of Euronext Dublin. The repayment of principal and interest on the Notes is linked
to the performance of the portfolio of the mortgage receivables.
The Fund has a narrow and well-defined objective to manage its portfolio and is operating for the sole
benefit of its Unitholders. The Fund is not permitted to issue additional units nor acquire additional
assets. It is managed by a fund management company in Portugal, Navegator SGFTC, SA (the
“Fund Manager”). The Fund Manager acts on behalf of the Unitholders and provides supervisory
services such as supervising the acquisition of the assets, notification of the borrowers in the event of a
mortgage asset sale notification event, issuance of the units and determination of the unit distribution.
In accordance with Portuguese Securitisation Law and Fund Regulations (the “Regulations”), a
Portuguese securitisation fund must be administered, managed and represented by a local licensed
fund manager. The Regulations require that (i) the fund is managed by a fund manager, (ii) a servicer
is appointed to collect and manage the portfolio and (iii) a custodian holds the portfolio on behalf of
the fund. The Fund Manager acts on behalf of the Fund and for the sole benefit of the Unitholders and
is required to perform and execute all acts to ensure the proper administration of the Fund.
The Company has entered into an interest rate swap agreement with Credit Agricole (the “Swap
Counterparty”) in order to reduce the risk of a mismatch between the income received on the fund
units and the interest payable on the Notes.
The Company owns 100% of the units issued by the Fund. As such, the Directors of the Company
have prepared consolidated financial statements incorporating the Fund’s results (see note 2 for further
information on basis of consolidation).
3
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT (continued)
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Principal activities, business review and future developments (continued)
Levels of performance in 2025 were maintained compared to 2024 despite elevated levels of volatility
in global financial markets driven by a number of catalysts, for example global inflation, the on-going
Russia-Ukraine conflict and other geopolitical relationships.
The Company’s Key Performance Indicators for the current financial reporting year improved when
compared against those of the previous year with the exception of interest income. Interest income for
2025 decreased by 37.3% compared to the same period last year (€5.24m in 2025 compared to €8.36m
in 2024). Favourable indicators are evident, such as the number of delinquent loans, LTV of the
Company and the cash balance of the Company remained consistent for the year 2025 and the
allowance for impairment decreased by €254,276 (2024: decreased by €218,292).
During the financial year, the Group made no profit or loss (2024: Nil).
Key performance indicators
2025
2024
Interest income
5,236,196
8,356,773
Interest expense
(5,141,684)
(7,973,245)
Financial Assets at amortised cost
129,650,830
150,747,760
Debt securities issued
133,283,070
154,433,061
Mortgage Portfolio:
2025
2024
Weighted average interest rate
3.074%
3.912%
Number of loans
5,181
5,691
Present LTV (outstanding loan amount/initial valuation)
36.8%
38.3%
Original LTV (initial loan amount/initial valuation)
73.7%
73.6%
Portfolio Trigger Event (maximum 4.5%): Arrears ratio
0.02%
0.02%
These consistent trends have continued into 2026 with the Company’s Key Performance Indicators up
to February 2026 appearing to be consistent with the same period last year. Favourable indicators are
evident, such as the decrease in the number of delinquent loans, down 1 when you compare figures
from February 2025 versus February 2026. The LTV of the Company has remained consistent, 36.8%
in February 2026 versus 38.3% in February 2025. Additionally, the cash balance of the Company has
remained consistent for the year - 9.07m as at February 2026 versus €9.1m as at February 2025. The
Directors expect the current level of activity to continue in the foreseeable future. The Company will
continue to utilise the collections from the fully amortised mortgage loan portfolio to redeem the
outstanding loan notes during the lifetime of the transaction.
Going Concern
Based on the value of the assets, the limited recourse nature of the debt securities and the performance
of the Company during the financial year as well as post year-end, it is the Directors opinion the
going concern basis which underlies these financial statements continues to apply and will remain
valid for a period of at least 12 months from the date of signing.
4
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT (continued)
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
In accordance with the requirement to analyse the principal risks and uncertainties facing the future
development of the Group, the following have been identified:
Market risk including interest rate risk
Credit risk
Operational risk
Liquidity and cashflow risk
Concentration risk
The Directors have analysed these and other risks and appropriate methods are in place to manage and
control these risks and these are discussed in Note 21 to the financial statements.
In relation to credit risk, the Directors and Management (“Management being the term used when
referring to the Administrator, Fund Manager, Trustees, Servicer, etc.) of the Company monitor the credit
quality of Citibank N.A, the Banker, as reported by Standard and Poors, Moody’s or Fitch. If the credit
quality or the financial position of the Banker deteriorates significantly, the Directors may consider
moving the cash holdings to another bank. Please refer to Note 21 of the financial statements for further
detail.
The Servicer monitors the loan to value ratios, mortgage arrears balances and related ratios and the
number of loans in arrears. The loan to value ratio is a mathematical calculation which expresses the
current principal balance of a mortgage as a percentage of the total initial value of the property. The
Directors of the Company place reliance on this information to manage the credit risk exposure of
Financial Assets at amortised cost.
31 December 2025
31 December 2024
Present loan to value ratio (percentage)
36.8%
38.3%
Mortgage loans in arrears (> 30 days)
€9,048,209
€9,295,017
No. of loans in arrears
283
284
Results and dividends
The Group’s trading results for the financial year, and the Group and Company's financial position at
the end of the financial year are shown in the financial statements. The Directors have not
recommended the payment of a dividend for the financial year ended 31 December 2025 (2024: €Nil).
Interim dividends paid during the financial year amounted to €Nil (2024: €Nil).
Directors, secretary and their interests
The Company had the following Directors as at 31 December 2025:
Mr. Peter Blessing
Mr. Alan Geraghty
There were no changes in the Directors or secretary during the financial year and up to the date of this
report.
5
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT (continued)
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Directors, secretary and their interests (continued)
The Directors and secretary who held office on 31 December 2025 did not hold any shares in, or
debentures or loan stock of, the Company or Group on that date, at the beginning of the financial year
or during the financial year. There are no contracts or arrangements of any significance in relation to
the business of the Company in which the Director’s had any interests as defined in the Companies
Act 2014, at any time during the financial year ended 31 December 2025.
Political donations
The Electoral Act 1997 (as amended by the Electoral Amendment Political Funding Act, 2012)
requires companies to disclose all political donations over €200 in aggregate made during a financial
year. The Directors on enquiry have satisfied themselves that no such donations in excess of this
amount have been made by the Group or Company during the financial year ended 31 December
2025. This disclosure is made solely in relation to Irish political donations.
Significant subsequent events
There were no significant subsequent events since the financial year end up to the date of approval of
the financial statements requiring disclosure or amendment to these financial statements.
Accounting records
The Directors consider that they have complied with the requirements of Sections 281 to 285 of the
Companies Act 2014 with regard to adequate accounting records by employing service providers with
accounting personnel with the appropriate expertise. The accounting records of the Group and the
Company are held at the registered office, Fourth Floor, 3 George’s Dock, IFSC, Dublin 1.
The Group’s consolidated financial statements for the financial year ended 31 December 2025 are
available in European Single Electronic Format (“ESEF”) at the below link;
https://ind.millenniumbcp.pt/pt/Institucional/investidores/securitizacoes/Pages/default.aspx
Independent auditor
The independent auditor, Grant Thorton, was appointed on 13 May 2025 and has signified their
willingness to continue in office in accordance with Section 383(2) of the Companies Act 2014.
Statement of relevant audit information
Each director at the date of approval of this report confirms that:
so far as the directors are aware, there is no relevant audit information of which the Company’s
auditor is unaware; and
the directors have taken all steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of this information.
6
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT (continued)
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Directors’ Compliance Statement
The Directors acknowledge that they are responsible for securing compliance by the Company of its
relevant obligations as set out in the Companies Act 2014 (the “Relevant Obligations”).
The Directors further confirm that there is a Compliance Policy Statement in place setting out the
Company’s policies which, in the Directorsopinion, are appropriate to ensure compliance with the
Company’s Relevant Obligations.
The Directors also confirm that appropriate arrangements and structures are in place which, in the
Directors’ opinion, are designed to secure material compliance with the Company’s Relevant
Obligations. During the financial year ended 31 December 2025, the Directors conducted a review of
the arrangements and structures in place. In discharging their responsibilities under Section 225 of the
Companies Act 2014, the Directors relied on the advice of persons who the Directors believe have the
requisite knowledge and experience to advise the Company on compliance with its Relevant
Obligations.
Corporate Governance Statement
Introduction
The Company is subject to and complies with the Companies Act 2014 and the Listing Rules of
Euronext Dublin. The Company does not apply additional requirements in addition to those required
by the above. Each of the service providers engaged by the Company is subject to their own corporate
governance requirements.
Financial reporting process
The Board of Directors ("the Board") is responsible for establishing and maintaining adequate internal
control and risk management systems of the Company in relation to the financial reporting process.
Such systems are designed to manage rather than eliminate the risk of failure to achieve the
Company's financial reporting objectives and can only provide reasonable and not absolute assurance
against material misstatement or loss.
The Board has established processes regarding internal control and risk management systems to ensure
its effective oversight of the financial reporting process. These include appointing the Administrator,
Wilmington Trust SP Services (Dublin) Limited, to maintain the accounting records of the Group and
the Company independent of the Arranger and the Custodian. The Administrator is contractually
obliged to assist the Group and the Company to maintain adequate accounting records as required by
the corporate administration agreement. To that end, the Administrator performs reconciliations of its
records to those of the Arranger and the Custodian.
The Board evaluates and discusses significant accounting and reporting issues as the need arises. From
time to time, the Board also examines and evaluates the Administrator's financial accounting and
reporting routines and monitors and evaluates the external auditors performance, qualifications and
independence.
Risk assessment
The Board is responsible for assessing the risk of irregularities whether caused by fraud or error in
financial reporting and ensuring the processes are in place for the timely identification of internal and
external matters with a potential effect on financial reporting. The Board has also put in place
processes to identify changes in accounting rules and recommendations and to ensure that these
changes are accurately reflected in the Group and the Company's financial statements.
7
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS' REPORT (continued)
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Corporate Governance Statement (continued)
Control activities
The control structures in place within the Company, employed by the relevant service providers,
include appropriate division of responsibilities and specific control activities aimed at detecting or
preventing the risk of significant deficiencies in financial reporting for every significant account in the
financial statements and the related notes in the Company's annual report.
Monitoring
The Board has an annual process to ensure that appropriate measures are taken to consider and address
the shortcomings identified and measures recommended by the independent auditor.
Capital structure
No person has a significant direct or indirect holding of securities in the Company. No person has any
special rights of control over the Company's share capital. There are no restrictions on voting rights.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles
of Association, the Companies Act 2014 and the Listing Rules of Euronext Dublin. The Articles of
Association themselves may be amended by special resolution of the shareholders.
Powers of Directors
The Board is responsible for managing the business affairs of the Company in accordance with the
Articles of Association. The Directors may delegate certain functions to the Administrator and other
parties, subject to supervision and direction by the Directors. The Directors have delegated the day to
day administration of the Company to the Administrator.
The Articles of Association provide that the Directors may exercise all the powers of the Company to
borrow money, to mortgage or charge its undertaking, property or any part thereof and may delegate
these powers to the Arranger.
Audit Committee
The sole business of the Company relates to the investment in a portfolio of mortgage receivables in
Portugal which is funded by issuing loan notes. Under Section 1551(11) (c) of the Companies Act
2014, such a Company may avail itself of an exemption from the requirement to establish an audit
committee.
Given the contractual obligations of the Administrator and the limited recourse nature of the securities
issued by the Company, the Board has concluded that there is currently no need for the Company to
have a separate audit committee in order for the Board to perform effective monitoring and oversight
of the internal control and risk management systems of the Company in relation to the financial
reporting process. Accordingly, the Company has availed itself of the exemption under Section
1551(11) (c) of the Companies Act 2014.
Signed on behalf of the board
_________________________ _________________________
MR. A. GERAGHTY MR. P. BLESSING
Director Director
Date: April 2026
30
8
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Directors’ Report and the Group and Company
financial statements in accordance with applicable law and regulations.
Irish company law requires the directors to prepare Group and Company financial statements for each
financial year. Under that law, the Directors have prepared the Group financial statements in
accordance with IFRS Accounting Standards (“IFRS”) as adopted by the EU and applicable law, and
have elected to prepare the Company financial statements in accordance with FRS 102 the Financial
Reporting Standard applicable in the UK and Republic of Ireland issued by the Financial Reporting
Council.
Under the law, the Directors must not approve the Group and the Company financial statements unless
they are satisfied that they give a true and fair view of the assets, liabilities and financial position as at
the end of the financial year of the Group and the Company respectively and in the case of the Group
financial statements, the profit or loss of the Group for the financial year.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether the financial statements have been prepared in accordance with applicable
accounting standards and identify the standards in question, subject to any material departures
from those standards being disclosed and explained in the notes to the financial statements;
and
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group and Company will continue in business.
The Directors are responsible for ensuring that the company keeps or causes to be kept adequate
accounting records which correctly explain and record the transactions of the company, enable at any
time the assets, liabilities, financial position and profit or loss of the company to be determined with
reasonable accuracy, enable them to ensure that the financial statements and directors’ report comply
with the Companies Act 2014, the Transparency (Directive 2004/109/EC) Regulations 2007 (as
amended) and the Listing Rules of Euronext Dublin and enable the financial statements to be audited.
They have general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Group and of the Company, and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in Ireland governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
9
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
DIRECTORS’ RESPONSIBILITIES STATEMENT (continued)
Responsibility Statement, in accordance with the Transparency Regulations
Each of the Directors, whose names and functions are listed on page 1 confirm that, to the best of each
person’s knowledge and belief:
The Group and Company financial statements, prepared in accordance with IFRS as adopted
by the EU and FRS 102 respectively, give a true and fair view of the assets, liabilities and
financial position of the Group and Company at 31 December 2025 and the Group’s result for
the financial year then ended; and
The Directors’ Report contained in the Annual Report includes a fair review of the
development and performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the board
_________________________ _________________________
MR. A. GERAGHTY MR. P. BLESSING
Director Director
Date: April 2026
30
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
10
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Magellan Mortgages No.3 PLC (the Company) and its
subsidiary (the Group’’), as contained within the reporting package 549300XNFHD4MIFBUH08-2025-
1231-en.xhtml, which comprise the Consolidated Statement of Financial Position and Company Statement
of Financial Position as at 31 December 2025, and the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the
Consolidated Statement of Cash Flows for the financial year then ended, and the related notes to the
financial statements, including the material accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group’s financial
statements is Irish law, including the Commission delegated Regulation 2019/815 regarding European
Single Electronic Reporting Format (“ESEF”) and IFRS Accounting Standards as adopted by the EU
(‘IFRS’) and as regards to the Company financial statements, the Irish law and accounting standards issued
by the Financial Reporting Council including FRS 102 “The Financial Reporting Standard applicable in the
UK and Republic of Ireland” (Generally Accepted Accounting Practice in Ireland) (“the relevant
accounting framework”).
In our opinion, Groups financial statements:
give a true and fair view of the assets, liabilities, and financial position of the Group as at 31
December 2025 and of its profit or loss and cash flows for the financial year then ended,
have been properly prepared in accordance with the relevant accounting framework, and
have been properly prepared in accordance with the requirements of the Companies Act 2014 and
as regards the consolidated financial statements, Article 4 of the IAS Regulation.
In our opinion, Companys financial statements:
give a true and fair view of the assets, liabilities, and financial position of the Company as at 31
December 2025;
have been properly prepared in accordance with the relevant accounting framework, and
have been properly prepared in accordance with the requirements of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (‘ISAs (Ireland))
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
Group and Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the Irish
Auditing and Accounting Supervisory Authority (IAASA), and the ethical pronouncements established by
Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the Group
and Company. 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.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
11
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of going concern basis of
accounting in the preparation of the financial statements is appropriate. In our evaluation of the Directors
assessment of the Group and Company’s ability to continue as a going concern basis of accounting we:
obtained and reviewed the Directors’ formal assessment of going concern, including challenging
the key assumptions to determine whether they are appropriate, such as, but not limited to,
assessing the terms of the debt securities issued, operation of the priorities of payment, and the
limited recourse nature of these securities;
reviewed post year-end performance and business activities for any indicators of material
uncertainties,
made enquiries with management and reviewing the board minutes until the date of auditor’s report
in order to understand the future plans and to identify potential contradictory information; and
assessed the adequacy of the disclosures with respect to the going concern assumption.
Based on the work we performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group and Company’s ability
to continue as a going concern for the foreseeable future.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in
the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit, and the directing of efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole and in forming our opinion thereon, and therefore we do not provide a separate opinion on
these matters.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of material misstatement in the
financial statements. In particular, we looked at where the Directors made subjective judgements, for
example, in respect of significant accounting estimates in respect of expected credit losses on financial
assets held at amortised cost that involved making assumptions and considering future events that are
inherently uncertain. We also addressed the risk of management override of internal controls, including
evaluating whether there was any evidence of potential bias that could result in a risk of material
misstatement due to fraud.
Based on our considerations as set out below, our areas of focus included Valuation and Allocation of
Financial assets held at amortised cost.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
12
Key audit matters (continued)
How we tailored the audit scope
The principal activity of the Group is to invest in a portfolio of mortgage receivables in Portugal, through
an investment in a Portuguese securitisation fund, Fundo de Titularização de Créditos Magellan Tres, FTC
(the “Fund”). The Company is a special purpose vehicle, with listed debt on Euronext Dublin. The
Directors control the affairs of the Group and they are responsible for the overall investment policy which
is determined by them. The portfolio consists of loans originated by Banco Comercial Português S.A. (the
“Servicer”).
We tailored the scope of our audit taking into account the types of investments within the Group, the
involvement of component auditors, the involvement of third-party service providers and the industry in
which the Group operates.
The Directors have delegated certain responsibilities to the Wilmington Trust SP Services (Dublin) Limited
(“Administrator”), including maintenance of the accounting records. The financial statements, which
remain the responsibility of the Directors, are prepared on their behalf by the Administrator.
In establishing the overall approach to our audit we assessed the risk of material misstatement taking into
account the nature, likelihood and potential magnitude of any misstatement. As part of our risk assessment,
we considered the Group’s interaction with the Administrator and Servicer, and we assessed the control
environment in place at the Administrator, including the work performed by the component auditors.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, such as our understanding of the Group and
Company and its environment, the history of misstatements, the complexity of the Group and Company
and the reliability of the control environment, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures, and to evaluate the effect of misstatements, both individually
and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the Group and Company as follows:
1% Total Assets, €1.45 million as at 31 December 2025. We have applied this benchmark, because Total
Assets was considered to be the most appropriate benchmark on which to base our materiality based on
the activities of the Group and Company and the significance of the assets they hold.
We have set Performance materiality for the Group and Company at €1.09 million (75% of materiality),
having considered our prior year experience of the risk of misstatements, business risks and fraud risks
associated with the entity and its control environment. This is to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements in the financial statements
exceeds materiality for the financial statements as a whole.
We agreed with the Directors that we would report to them misstatements identified during our audit above
5% of materiality as well as misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
13
Key audit matters (continued)
Significant matters identified
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our
resources and effort, are set out below as significant matters together with an explanation of how we tailored
our audit to address these specific areas in order to provide an opinion on the financial statements as a
whole. This is not a complete list of all risks identified by our audit.
Significant matter
Description of Significant Matter and Audit Response
Valuation and
allocation of
financial assets
held at amortised
cost
(Notes 5(e),5(p) 13
and 21(b))
There is a risk that the valuation and allocation of financial assets at amortised cost,
as presented in the Group’s Consolidated statement of financial position as at 31
December 2025, may not be valued in in accordance with the requirements of IFRS.
This matter required significant auditor attention due to the materiality of these
assets to the financial statements and the high degree of management judgement
involved in estimating expected credit losses. Determining the impairment charge
involves subjective assumptions, such as the probability of default, loss given default
ratio and forward looking macro-economic factors which may have a significant
impact on valuation.
Due to the inherent estimation uncertainty and the complexity of the underlying
assumptions and data, we identified the valuation and allocation of financial assets
measured at amortised cost as a key audit matter.
With the assistance of the component audit team, the following audit work has been
performed to address the risks:
obtained an understanding of controls and process in place and performed
an evaluation of the design and implementation of key controls relevant to
the impairment process on financial assets held at amortised cost;
obtained details of the loan portfolio as at the financial year end and obtained
independent confirmations of the balance of the loans from the servicer;
performed roll-forward procedures on the loan portfolio and substantively
tested collections and other movements;
reviewed and challenged the Directors’ expected credit loss assessment by:
o engaging our internal specialists to review the methodology used to
calculate the impairment provision;
o assessing the key inputs and assumptions including probability of
default, loss given default ratios and forward-looking information
used in the calculation of impairment loss in accordance with the
requirements of IFRS 9;
performed testing of the accuracy of the staging analysis of loans and
receivables, on a sample basis, which are based off the internal ratings
determined of Banco Comercial Português S.A.; and
reviewed the financial statements disclosures related to impairment on
financial assets held at amortised cost in line with the requirements of IFRS.
No issues were identified during the course of our audit.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
14
Other information
The Directors are responsible for the other information. Other information comprises information
included in the annual report, other than the financial statements and the auditor’s report thereon, including
the Directors report. 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.
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 course of 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.
Opinion on the matters prescribed by the Companies Act 2014
We have obtained all the information and explanations which to the best of our knowledge and belief, we
considered necessary for the purposes of our audit.
In our opinion, the accounting records of the Group and Company were sufficient to permit the financial
statements to be readily and properly audited.
The Consolidated Statement of Financial Position, the Company Statement of Financial Position and the
Consolidated Statement of Comprehensive Income are in agreement with the accounting records and
returns.
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors’ report for the financial year is consistent with the financial
statement
;
and
the Directors’ report has been prepared in accordance with applicable legal requirements, excluding
the requirements on sustainability reporting in Part 28.
Based on our knowledge and understanding of the Group and Company and its environment obtained in
the course of the audit, we have not identified any material misstatements in the Directors’ report.
Matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion, the requirements of sections 305
to 312 of the Act, which relate to disclosure of Directors’ remuneration and transactions with Directors,
have not been complied with by the Group and Company. We have nothing to report in this regard.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
15
Corporate Governance Statement
In our opinion, based on the work undertaken in the course of our audit of the financial statements, the
description of the main features of the internal control and risk management systems in relation to the
financial reporting process, specified for our consideration and included in the Corporate Governance
Statement, is consistent with the financial statements and has been prepared in accordance with section
1373(2)(c) of the Companies Act 2014.
Based on our knowledge and understanding of the Group and Company and its environment obtained in
the course of our audit of the financial statements, we have not identified material misstatements in the
description of the main features of the internal control and risk management systems in relation to the
financial reporting process included in the Corporate Governance Statement.
Responsibilities of the Directors and those charged with governance for the financial statements
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the
preparation of the financial statements in accordance with the applicable financial reporting framework,
and for such internal control as they determine 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 Directors are responsible for assessing the Group and Company’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 Directors either intend to liquidate the Group or the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company’s financial
reporting process, and for the preparation of financial statements that give a true and fair view.
Auditor’s responsibilities for the audit of the financial statements
The objectives of an auditor 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 (Ireland) 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 Irish
Auditing and Accounting Supervisory Authority’s website at: https://iaasa.ie/publications/description-of-
the-auditors-responsibilities-for-the-audit-of-the-financial-statements/. This description forms part of our
auditor’s report.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
16
Auditor’s responsibilities for the audit of the financial statements (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk
that material misstatement in the financial statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (Ireland). The extent to which our procedures are
capable of detecting irregularities, including fraud, is detailed below.
The Group and Company is subject to laws and regulations that directly affect the financial statements,
including companies and financial reporting legislation such as Companies Act 2014, the Commission
delegated Regulation 2019/815 regarding European Single Electronic Reporting Format (“ESEF”) and
Euronext Dublin listing rules. We assessed the extent of compliance with these laws and regulations as part
of our procedures on the related financial statement items, including assessing the financial statement
disclosures and agreeing them to supporting documentation when necessary.
The Group and Company is subject to other laws and regulations, for example the Companies Act 2014
and Irish tax legislation where the consequences of non-compliance could have a material impact on
amounts or disclosures in the financial statements, such as through the imposition of fines or litigation.
The primary responsibility for the prevention and detection of irregularities, including fraud, rests with
those charged with governance and management. There is an inherent risk that an audit may not detect all
material misstatements in the financial statements, despite properly planning and performing our audit in
accordance with auditing standards. In addition, as with any audit, there remains a higher risk of non-
detection of irregularities, as these may involve collusion, forgery, intentional misrepresentations and
omissions, or the override of internal controls. We are not responsible for preventing non-compliance and
cannot be expected to detect non-compliance with all laws and regulations.
In response to these principal risks, our audit procedures included, but were not limited to:
Application of professional scepticism throughout the audit;
Consideration by the audit engagement partner of the experience and expertise of the engagement
team including valuation specialists to ensure that the team had appropriate competence and
capabilities to identify or recognise non-compliance with the laws and regulations.
Gaining an understanding of the Group and Company’s current activities, the scope of
authorisation and the effectiveness of its control environment to mitigate risks related to fraud.
Discussion amongst the engagement team in relation to the identified laws and regulations and
regarding the risk of fraud and remaining alert to any indications of non-compliance or
opportunities for fraudulent manipulation of financial statements throughout the audit.
Evaluating management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls).
Enquiries of Board of Directors on the policies and procedures in place regarding compliance with
laws and regulations, including consideration of known or suspected instances of non-compliance
and whether they have knowledge of any actual, suspected, or alleged fraud.
Inspection of the Group and Company’s regulatory and legal correspondence and review of
minutes of Directors’ meetings during the year to corroborate enquiries made.
Identifying and testing journal entries to address the risk of inappropriate journals and
management override of controls.
Independent auditor’s report to the members of
Magellan Mortgages No.3 Public Limited Company
17
Auditor’s responsibilities for the audit of the financial statements (continued)
Designing audit procedures to incorporate unpredictability around the nature, timing, or extent
of our testing.
Challenging assumptions and judgements made by management in their significant accounting
estimates, including expected credit losses on financial assets at amortised cost.
Review of the financial statement disclosures in line with underlying supporting documentation
and inquiries of management.
Requesting information from component auditors on instances of non-compliance with
laws or regulations that could give rise to a material misstatement of the group financial
statements.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with section 391 of the
Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s
members 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
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Report on other legal and regulatory requirements
We were appointed by the Board of Directors on 13 May 2025 to audit the financial statements for the
financial year ended 31 December 2024. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 2 years.
We have not provided non-audit services prohibited by the IAASA’s Ethical Standard and have remained
independent of the Group and Company in conducting the audit.
The audit opinion is consistent with the additional report to the Board of Directors.
Sean Ridley
For and on behalf of
Grant Thornton
Chartered Accountants & Statutory Audit Firm
Dublin
Ireland
30 April 2026
18
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Year Ended
Year Ended
31 December
31 December
2025
2024
Note
OPERATING INCOME
Interest income
6
5,236,196
8,356,773
Interest expense
7
(5,141,684)
(7,973,245)
Net gain/(loss) from derivative financial instruments
8
262,847
(146,534)
292,845
236,994
Administrative expenses
9
(611,555)
(455,206)
Decrease in allowance for impairment
13
254,276
218,292
OPERATING PROFIT BEFORE TAXATION
80
80
Tax on profit on ordinary activities
10
(80)
(80)
PROFIT FOR THE FINANCIAL YEAR
-
-
Other comprehensive income
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
FINANCIAL YEAR
-
-
19
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December
31 December
2025
2024
Note
ASSETS
Financial assets measured at amortised cost
Financial Assets at amortised cost
13
129,650,830
150,747,760
Other receivables
14
146,619
219,839
Cash and cash equivalents
12
13,877,502
14,694,593
143,674,951
165,662,192
Financial assets at fair value through profit or loss
Derivative assets
11
1,197,322
632,433
TOTAL ASSETS
144,872,273
166,294,625
LIABILITIES
Financial liabilities falling due within one year
Other payables
15
11,549,203
11,821,564
11,549,203
11,821,564
Financial liabilities: Due after one year
Debt securities issued
16
133,283,070
154,433,061
133,283,070
154,433,061
TOTAL LIABILITIES
144,832,273
166,254,625
EQUITY
Share capital
19
40,000
40,000
Retained earnings
-
-
TOTAL EQUITY
40,000
40,000
TOTAL LIABILITIES AND EQUITY
144,872,273
166,294,625
These financial statements were approved by the Board of Directors on ___ April 2026 and are signed
on their behalf by:
_________________________ _________________________
MR. A. GERAGHTY MR. P. BLESSING
Director Director
30
20
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December
31 December
2025
2024
Note
ASSETS
Non-current assets
Investment in subsidiary undertaking
13
133,736,146
155,170,042
133,736,146
155,170,042
Current assets
Other receivables
14
832,725
1,346,850
Derivative assets
11
1,197,322
632,433
Cash and cash equivalents
12
9,074,795
9,096,406
11,104,842
11,075,689
TOTAL ASSETS
144,840,988
166,245,731
LIABILITIES
Financial liabilities falling due within one year
Other payables
15
11,517,918
11,772,670
11,517,918
11,772,670
Financial liabilities: Due after one year
Debt securities issued
16
133,283,070
154,433,061
133,283,070
154,433,061
TOTAL LIABILITIES
144,800,988
166,205,731
EQUITY
Share capital
19
40,000
40,000
Retained earnings
-
-
TOTAL EQUITY
40,000
40,000
TOTAL LIABILITIES AND EQUITY
144,840,988
166,245,731
The profit for the financial year ended 31 December 2025 for the Company was €Nil (2024: €Nil).
These financial statements were approved by the Board of Directors on ___ April 2026 and are signed
on their behalf by:
_________________________ _________________________
MR. A. GERAGHTY MR. P. BLESSING
Director Director
30
21
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Share
Retained
Capital
Earnings
Total
Balance as at 1 January 2025
40,000
-
40,000
Profit for the year
-
-
-
Other comprehensive income
-
-
-
Total comprehensive income for the year
-
-
-
Balance as at 31 December 2025
40,000
-
40,000
Balance as at 1 January 2024
40,000
-
40,000
Profit for the year
-
-
-
Other comprehensive income
-
-
-
Total comprehensive income for the year
-
-
-
Balance as at 31 December 2024
40,000
-
40,000
COMPANY STATEMENT OF CHANGES IN EQUITY
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Share
Capital
Retained
Earnings
Total
Balance as at 1 January 2025
40,000
-
40,000
Profit for the year
-
-
-
Other comprehensive income
-
-
-
Total comprehensive income for the year
-
-
-
Balance as at 31 December 2025
40,000
-
40,000
Balance as at 1 January 2024
40,000
-
40,000
Profit for the year
-
-
-
Other comprehensive income
-
-
-
Total comprehensive income for the year
-
-
-
Balance as at 31 December 2024
40,000
-
40,000
22
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
CONSOLIDATED STATEMENT OF CASH FLOW
FINANCIAL YEAR ENDED 31 DECEMBER 2025
Year Ended
Year Ended
31 December
31 December
2025
2024
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Operating results before taxation
80
80
Adjustments for
Decrease in allowance for impairment of loans
13
(254,276)
(218,292)
Interest income
6
(5,236,196)
(8,356,773)
Interest expense
7
5,141,382
7,972,527
Amortisation of issue cost
7
302
718
Unrealised (gain)/loss on fair value of interest rate swaps
(320,744)
377,110
(669,452)
(224,630)
Decrease in other receivables
73,220
157,352
Increase/(decrease) in other payables
41,495
(17,821)
Tax paid
(80)
(80)
Net cash outflow from operating activities
(554,817)
(85,179)
Cash flows from investing activities
Principal receipts from mortgage receivables
13
21,351,206
22,694,626
Interest received
4,912,546
8,226,668
Net cash inflow from investing activities
26,263,752
30,921,294
Cash flows from financing activities
Redemption of debt securities issued
16
(21,150,293)
(22,627,027)
Interest paid
(5,375,733)
(8,830,245)
Net cash outflow from financing activities
(26,526,026)
(31,457,272)
Net decrease in cash and cash equivalents
(817,091)
(621,157)
Cash and cash equivalents 1 January
12
14,694,593
15,315,750
Cash and cash equivalents 31 December
12
13,877,502
14,694,593
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
23
1. General
Magellan Mortgages No.3 Public Limited Company (the “Company”) was incorporated in Ireland
on 11 May 2005 as a public limited company with registered number 401997. The Company’s
registered address is Fourth Floor, 3 George’s Dock, IFSC, Dublin 1.
The Company has a subsidiary as at 31 December 2025 and 31 December 2024 and, therefore, the
Company has prepared consolidated financial statements incorporating the subsidiary’s results.
The Company’s ownership is in the following subsidiary:
Name of Subsidiary
Country of
Registered
Nature of the
% Ownership
Incorporation
Address
Business
Fundo de Titularizacao
Portugal
SGFTC, SA
Securitisation vehicle
100% of the
de Creditos Magellan
Rua Castilho, 20
investing in a
units issued by
Tres (the “Fund”)
Lisbon, Portugal
portfolio of mortgage
the Fund
receivables in
Portugal
2. Basis of preparation
(a) Statement of Compliance
The Group financial statements have been prepared in accordance with IFRS Accounting
Standards (“IFRS”) and its interpretations as adopted by the EU. The financial statements are also
prepared in accordance with the Companies Act 2014, the rules applying to debt listed on Main
Securities Market of Euronext Dublin and Article 4 of the IAS Regulation.
The Company financial statements have been prepared in accordance with FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) as issued by the
Financial Reporting Council and the Companies Act 2014.
The Group’s and Company’s financial statements for the financial year ended 31 December 2025
and 31 December 2024 have been prepared on a going concern basis. The Directors anticipate
that the Financial Assets at amortised cost will continue to generate enough cash flow on an on-
going basis to meet the Group and the Company’s liabilities as they fall due. The Notes in issue
as at 31 December 2025 will mature in 2058. For these reasons, the Directors believe that the
going concern basis is appropriate.
In accordance with Section 304(2) of the Companies Act 2014, a separate statement of profit and
loss for the Company has not been presented. A single statement approach is adopted in
presenting a statement of comprehensive income. Also, an exemption has been taken in relation to
not being required to present a cash flow statement for the Company.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
24
2. Basis of preparation (continued)
(b) Basis of consolidation
The Group financial statements include the financial statements of the Company and its
subsidiary undertaking made up to the end of the financial year in accordance with IFRS.
A subsidiary is an entity controlled by the Company in accordance with IFRS 10 “Consolidated
Financial Statements” (“IFRS 10”). The financial statements of the subsidiary are included in the
consolidated financial statements from the date that control commences until the date that control
ceases. Financial statements of the subsidiary are made up to the reporting date.
All significant intra-group transactions and balances are eliminated on consolidation.
To meet the definition of a subsidiary under the Companies Act 2014 the Fund (the “lower
company”) is considered a subsidiary of Company (the “superior company”) if per section 7
(2)(b) the superior company has the right to exercise a dominant influence over it (i) by virtue of
provisions contained in the lower company’s constitution; or (ii) by virtue of a control contract.
To meet the definition of a subsidiary under the single control model of IFRS 10, the investor has
to control the investee. Control involves power, exposure to variability of returns and a linkage
between the two:
(i) The investor has existing rights that give it the ability to direct the relevant activities that
significantly affect the investee’s returns;
(ii) The investor has exposure or rights to variable returns from its involvement with the
investee; and
(iii) The investor has the ability to use its power over the investee to affect the amount of the
investor’s returns.
For the purposes of making this IFRS 10 assessment of power in (i) above, the ‘relevant
activities’ are the credit management activities of the mortgage asset portfolio as these are the
activities that significantly affect investor returns. These activities are performed by the Servicer,
as agent, effectively for the Company. The Fund consists of a fixed pool of assets and is not
permitted to acquire any additional assets, other than in the event of asset substitutions.
Accordingly, the deal structure is not a revolving transaction and therefore no decisions on re-
investment arise.
The relevant activities of the Fund are considered the key decisions that need to be made
regarding the mortgage asset portfolio, in particular the managing of the credit risk arising from
the mortgage receivables including the enforcement procedures to be implemented in relation to
defaulted loans. Power over the relevant activities is determined by contractual agreements
between the Fund and the Servicer and in accordance with the Regulations of funds in Portugal.
The Fund has a narrow and well-defined objective and is operated for the sole benefit of the
Unitholders. Applying the principal versus agent guidance in IFRS 10, the Directors consider that
the Servicer is an agent acting on behalf of the Company and that the Company has effectively
delegated power over the relevant activities when it made its investment in the Units of the Fund.
Furthermore, IFRS 10 requires that where an entity is a parent in line with the Standard, it
assesses whether it meets the definition of an Investment Entity (“IE”). If the parent meets the IE
definition, it shall not consolidate its subsidiary: instead, it is required to measure its investment
in a subsidiary at fair value through profit or loss.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
25
2. Basis of preparation (continued)
(b) Basis of consolidation (continued)
In determining whether the Company met the definition of an IE as set out in IFRS 10, the
Directors considered all facts and circumstances of the Company, including its purpose and
design.
The Directors are of the opinion that:
The Company is a parent as the Fund qualifies as a subsidiary under IFRS 10; and
The Company does not qualify as an IE as it does not meet one of the three mandatory
characteristics, namely that which is set out in IFRS 10.27(c) requiring the measurement
and evaluation of the performance of substantially all of its investment on a fair value
basis. The Company invests all monies received from its investors via its subsidiary, the
Fund. The Fund has invested in a portfolio of mortgage loan assets which are then
managed to earn returns for the investors. The Servicer does not obtain or report fair
value information to the Group with a view to use that as a primary measurement
attribute to evaluate the performance of the Financial Assets at amortised cost and
making investment decisions. The Company does not provide its investors with fair value
information on a routine basis other than as required by IFRS 13 in its annual financial
statements. Financial Assets at amortised cost are measured on an amortised cost basis as
set out in Note 5 (c) of the Group’s accounting policy.
3. Operating Segments
The standard on segmental reporting puts emphasis on the management approach to reporting on
operating segments. An operating segment is a component of the Company that engages in
business activities from which it may earn revenue and incur expenses. The Group is engaged as
one segment which involves investment in a portfolio of mortgage receivables in Portugal financed
through the issue of debt securities. The Directors perform regular reviews of the operating results
of the Group and make decisions using financial information at the Group level considering it as
one entity. Accordingly, the Directors believe that the Company has only one reportable operating
segment. The Directors are responsible for ensuring that the Company carries out business
activities in line with transaction documents. They may delegate some of the day-to-day
management of the business to other parties both internal and external to the Company. The
decisions of such parties are reviewed on a regular basis to ensure compliance with the policies and
legal responsibilities of the Directors.
4. New standards, amendments or interpretations
The following new standards, amendments and annual improvements became effective as of 1
January 2025:
Amendment to IAS 21 - Lack of Exchangeability
Amendment to IFRS 9 and IFRS 7 Classification and Measurement of Financial
Instruments
Amendments to the SASB standards to enhance their international applicability
The adoption of the new standards, interpretations and amendments have had no material impact
on the financial statements of the Group in the year of the initial application.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
26
4. New standards, amendments or interpretations (continued)
Standards issued but not yet effective
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of
the Group’s financial statements are disclosed below.
Standards,
Narrative
Effective Date:
Interpretations
Annual periods
and amendments
beginning on or
after
IFRS 18
Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group has considered the impact of IFRS 18 Presentation and Disclosure in Financial
Statements, which introduces new requirements for the structure and presentation of the statement
of profit or loss, including defined subtotals and enhanced disclosure of management-defined
performance measures.
IFRS 18 will require the Group to present additional categories of income and expenses, namely
operating, investing, and financing, and to provide greater transparency regarding items affecting
financial performance. The standard also introduces stricter guidance on aggregation and
disaggregation of information to improve clarity and comparability.
Based on an initial assessment, the adoption of IFRS 18 is expected to result in changes to the
presentation and disclosure within the financial statements, particularly in the statement of profit or
loss and related notes. However, it is not expected to have a material impact on the Group’s
reported financial position, total profit, or equity.
The standard is effective for annual reporting periods beginning on or after 1 January 2027, with
early adoption permitted. The Group is currently evaluating the full impact of the new standard and
will implement the necessary changes in presentation and disclosures upon adoption.
The Directors anticipate that the adoption of IFRS 19 Subsidiaries without Public Accountability:
Disclosures, will have no material impact on the financial statements of the Group in the year of
the initial application.
5. Summary of material accounting policies
The accounting policies set out below have been applied consistently in preparing the Group’s and
Company’s financial statements for the financial year ended 31 December 2025 and the
comparative information presented in these financial statements for the financial year ended 31
December 2024.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
27
5. Summary of material accounting policies (continued)
(a) Functional and presentation currency
These financial statements are presented in euro which is the Company’s and its subsidiary’s
functional currency. Functional currency is the currency of the primary economic environment in
which the entity operates. The issued share capital of the Company and its subsidiary is
denominated in euro and the debt securities issued by the Company are also denominated in euro.
The Directors of the Company believe that the euro most faithfully represents the economic effects
of the underlying transactions, events and conditions. All figures presented in euro are rounded to
the nearest euro.
(b) Financial instruments
The financial instruments held by the Group and Company include the following:
i. Financial Assets at amortised cost
ii. Derivative financial instruments
iii. Other receivables
iv. Debt securities issued
v. Other payables
Categorisation
The Group and Company measure derivative financial instruments at fair value through profit or
loss. Financial Assets at amortised cost and debt securities issued are measured at amortised
cost. Other receivables and other payables are also measured at amortised cost.
Recognition and initial measurement
The Group initially recognises all financial assets and liabilities on the trade date at which the
Group becomes a party to the contractual provisions of the instruments adjusted for initial direct
costs in the case of instruments not being subsequently measured at fair value through profit or
loss. Purchases and sales of financial assets and financial liabilities are recognised using trade date
accounting.
From trade dates, any gains and losses arising from changes in fair value of the financial assets or
financial liabilities measured at fair value through profit or loss are recorded through profit or loss
in the statement of comprehensive income. Financial assets and financial liabilities not categorised
as at fair value through profit or loss are subsequently measured at amortised cost.
From trade dates, any gains and losses arising from changes in fair value of the financial assets or
financial liabilities measured at fair value through profit or loss are recorded through profit or loss
in the statement of comprehensive income. Financial assets and financial liabilities not categorised
as at fair value through profit or loss are subsequently measured at amortised cost.
Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the
asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in
a transaction in which substantially all the risks and rewards of ownership of the financial asset are
transferred, and does not retain control of the financial asset. Any interest in transferred financial
assets that is created or retained by the Group is recognised as a separate asset or liability. The
Group derecognises a financial liability when its contractual obligations are discharged or
cancelled or expired.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
28
5. Summary of material accounting policies (continued)
(b) Financial instruments (continued)
Loans written-off
The Group write off a loan when it does not have reasonable expectations of recovering a
financial asset in its entirety or a portion thereof. Write-offs occur after all the recovery actions
developed by the Group prove to be fruitless. There have been no write-offs to date.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement
of financial position when, and only when, the Group has a current legally enforceable right to set
off the amounts and intends either to settle on a net basis or to realise the asset and settle the
liability simultaneously. Income and expenses are presented on a net basis only when permitted
by the accounting standards, or for gains and losses arising from a group of similar transactions.
Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date in the principal or, in its
absence, the most advantageous market to which the Group has access at that date. The fair value
of a liability reflects its non-performance risk.
When available, the Group measures the fair value of an instrument using the quoted price in an
active market for that instrument. A market is regarded as active’ if transactions for the asset or
liability take place with sufficient frequency and volume to provide pricing information on an
ongoing basis. The Group measures instruments quoted in an active market at the mid-price.
If there is no quoted price in an active market, the Group uses valuation techniques that maximise
the use of relevant observable inputs and minimise the use of unobservable inputs. The fair value
of the financial instruments may be estimated by the directors based on values obtained from
brokers and specialist pricing vendors who may use a variety of valuation techniques such as
discounted cash flow techniques, option pricing models or any other valuation techniques that
provides an estimate of prices obtained should the investment be traded. If other independent
prices were available for the financial instruments, the valuation may be different to those
presented and those differences could be material. Valuation techniques include net present value
techniques, the discounted cash flow method, comparison to similar instruments for which
market observable prices exist, and valuation models.
The Group and Company uses widely recognised valuation models for determining the fair value
of common and simpler financial instruments like interest rate swaps, for which inputs into
models are market observable. The chosen valuation technique incorporates all of the factors that
market participants would take into account in pricing a transaction.
(c) Financial Assets at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is
not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual
cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments
of principal and interest (“SPPI”).
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
29
5. Summary of material accounting policies (continued)
(c) Financial Assets at amortised cost (continued)
They are classified as Financial Assets at amortised cost and are initially measured at fair value
adjusted for initial direct costs and subsequently measured at amortised cost adjusted for any
allowance for impairment.
The amortised cost of the financial asset is the amount at which the financial asset is measured at
initial recognition, minus principal repayments, plus or minus the cumulative amortisation using
the effective interest rate method of any difference between the initial amount recognised and the
maturity amount minus any reduction for impairment. Impairment allowances are made to reduce
the value of the loans and the notes. Write-offs occur where there is no longer any likelihood of
further recovery of the balance.
(d) Investment in subsidiary undertaking
The investment in subsidiary undertaking represents an investment in Fundo de Titularização de
Créditos Magellan Tres (FTC) (the “Fund”) which is principally backed by a pool of mortgage
receivables. The investment in the subsidiary is held at cost less impairment.
The assets of the Fund comprise of cash at bank, interest receivable and the mortgage loans less
allowance for impairment. To the extent mortgages are prepaid and repaid, these repayments are
used to repay the Company’s unit investment.
(e) Impairment
The impairment model adopted under IFRS 9 requires the recognition of expected credit losses on
all financial assets measured at amortised cost or at fair value through other comprehensive income
(“FVOCI“).
In particular, IFRS 9:
Requires more timely recognition of expected credit losses using a three-stage approach.
For financial assets where there has been no significant increase in credit risk since
origination, an allowance for 12 months expected credit losses is required. For financial
assets where there has been a significant increase in credit risk or where the asset is credit
impaired, an allowance for lifetime expected credit losses is required;
The assessment of whether credit risk has increased significantly since origination is
performed for each reporting period by considering the change in risk of default occurring
over the remaining life of the financial instrument, rather than by considering an increase
in expected credit losses;
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
30
5. Summary of material accounting policies (continued)
(e) Impairment (continued)
The assessment of credit risk, and the estimation of expected credit losses, are required to
be unbiased and probability weighted. They should incorporate all available information
which is relevant to the assessment, including information about past events, current
conditions and reasonable and supportable forecasts of future events and economic
conditions at the reporting date. In addition, the estimation of expected credit losses should
take into account the time value of money. As a result, the recognition and measurement of
impairment is now more forward-looking. The resulting credit impairment charge will tend
to be more volatile. It will also tend to result in an increase in the total level of credit loss
allowances, since all financial assets will be assessed for at least 12 month expected credit
losses and the population of financial assets to which lifetime expected credit losses apply
is likely to be larger.
Expected credit losses
Expected credit losses are estimates of credit losses that are determined as follows:
Financial assets with no signs of impairment at the reporting date: the present value of the
difference between the contractual cash flows and the cash flows that the Group expects to receive;
Financial assets with impairment at the reporting date: the difference between the gross
book value and the present value of the estimated cash flows;
Unused credit commitments: the present value of the difference between the resulting
contractual cash flows if the commitment is made and the cash flows that the Group
expects to receive;
Financial guarantees: the current value of the expected repayments less the amounts that
the Group expects to recover.
The main inputs used to measure ECLs basis should include the following variables:
Probability of Default PD;
Loss Given Default LGD; and
Exposure at Default EAD.
These parameters are obtained through internal statistical models and other relevant historical
data, considering the already existing regulatory models adapted to the requirements of IFRS 9.
The Group also uses models to forecast the evolution of the most relevant parameters to the
expected credit losses, namely probability of default, which incorporate forward-looking
information. This incorporation of forward-looking information is carried out in the relevant
elements considered for the calculation of expected credit losses.
PDs are estimated based on a certain historical period and will be calculated based on statistical
models. These models are based on internal data including both quantitative and qualitative
factors. If there is a change in the risk of the counterparty or exposure, the estimate of the
associated PD will also vary. The PDs will be calculated considering the contractual maturities of
exposures.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
31
5. Summary of material accounting policies (continued)
(e) Impairment (continued)
The risk grades are a highly relevant input for determining the PDs associated with each exposure.
Group collects performance and default indicators about their credit risk exposures with analysis
by types of customers and products.
LGD is the magnitude of the loss that is expected to occur if exposure goes into default. The
Group estimates the LGD parameters based on the historical recovery rates after entry into
counterparty defaults. The LGD models consider the associated collaterals, the counterparty
activity sector, the default time, as well as the recovery costs. In the case of contracts secured by
real estate, it is expected that the LTV (loan-to-value) ratios are a parameter of high relevance in
the determination of LGD.
The EAD represents the expected exposure if the exposure and / or customer defaults. The Group
obtains the EAD values from the counterparty's current exposure and potential changes to its
current value as a result of the contractual conditions, including amortizations and prepayments.
For commitments and financial guarantees, the value of the EAD will consider both the amount of
credit used and the expectation of future potential value that may be used in accordance with the
agreement.
As described above, with the exception of financial assets that consider a 12-month PD as they do
not present a significant increase in credit risk, the Group will calculate the ECL value considering
the risk of default during the maximum contractual maturity period of the contract, even if, for the
purpose of risk management, it is considered to be a longer period. The maximum contractual
period shall be considered as the period up to the date on which the Group has the right to require
payment or end the commitment or guarantee.
The PD point in time (PDpit) considered for the determination of the probability of performing
exposures at the reference date becoming defaulted exposures considers the expected values (in
each scenario considered in the ECL calculation) for a set of macroeconomic variables and
financial variables, based on three scenarios prepared by Banco Comercial Portugues, S.A’s (“the
Bank”) Economic Studies area. These scenarios, which are used across the Bank for various
purposes besides calculating impairment, consider existing projections by reference entities.
The scenarios and weightings considered at the end of 2024 and 2025, which can be considered as
conservative, are as follow:
Scenario
Weightings
31 Dec 24
31 Dec 25
Central
60%
60%
Upside
10%
10%
Downside
30%
30%
At the end of 2025, the Bank updated the macroeconomic scenarios considering the forecasts
available in late December 2025 and prepared the projections for the first three years of the PD
curves (2026, 2027 and 2028, respectively). After the first three years, the PD point-in-time is
progressively adjusted to the Central tendency and after year 5, the point-in-time PD will equal the
PD through-the-cycle.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
32
5. Summary of material accounting policies (continued)
(e) Impairment (continued)
The table below systematizes the projections for 2025 and 2026 concerning the Central scenario
regarding some critical variables chosen to apply the forward-looking in the PD-PiT models:
Variable
December 2024 Scenario
December 2025 Scenario
Difference
2025
2026
2025
2026
2025
2026
3 months Euribor
2.11%
1.87%
2.18%
2.06%
0.07%
0.20%
Employment Growth Rate
0.77%
0.70%
2.23%
1.14%
1.46%
0.44%
Nominal GDP Growth Rate
5.49%
4.67%
6.03%
5.41%
0.55%
0.75%
Public Consumption Growth Rate
1.11%
0.83%
1.65%
1.25%
0.53%
0.42%
These relationships were developed specifically based on the Bank’s historical information on the
behaviour of each parameter in different economic scenarios and are different by customer
segment and risk grade. The above parameters represent a change in estimation technique for the
current year as they vary from those utilised previously. The change in parameters used results
from the periodic reassessment and re-estimation of the macroeconomic models supporting the
IFRS9 framework. Considering the previous parameters, the models lose statistical power, and the
parameters lose relevance when updated data is incorporated. The parameters above were tested
and found to demonstrate stronger statistical relationships. No other methodological changes were
processed.
(f) Derivative financial instruments
Derivative financial instruments comprise all derivative assets and liabilities that are used to
economically hedge the interest rate risk arising from the Financial Assets at amortised cost. Such
derivatives are not formally designated into a qualifying hedge relationship and therefore all
changes in fair value are recognised immediately through profit or loss in the statement of
comprehensive income in the net gain or loss on derivative financial instruments. Please refer to
Note 5(j) for further information. Derivatives are included in assets when their fair value is
positive and liabilities when their fair value is negative unless the conditions for offset are met.
See page 28 for separate policy on offset.
(g) Debt securities issued
The debt securities issued are initially measured at fair value, which usually equates to the Notes
proceeds adjusted for incremental direct costs. Subsequently, they are carried at amortised cost
using the effective interest rate method. The issuance costs are amortised through profit or loss in
the statement of comprehensive income in line with the redemptions of the underlying Notes on
an effective yield basis as part of the interest expense line. These costs are fully amortised by the
earliest date at which the option to redeem the Notes may be exercised. The carrying amount of
the debt is increased by the issuance cost in respect of the reporting period and reduced by
payments in respect of the debt in that period.
Premiums on the issue of the debt securities are added to the principal balance on the Notes and
are accounted for using the effective interest rate method with reference to the earliest date at
which the option to redeem the Notes may be exercised.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
33
5. Summary of material accounting policies (continued)
(h) Embedded derivative in Class F Note
Derivatives may be embedded in another contractual arrangement (a “host contract”). The Group
accounts for an embedded derivative separately from the host contract when the host contract is a
liability and not itself carried at fair value through profit or loss, the terms of the embedded
derivative would meet the definition of a derivative if it was contained in a separate contract, and
the economic characteristics and risks of the embedded derivative are not closely related to the
economic characteristics and risks of the host contract. However, embedded derivatives with risks
and characteristics closely related to those of the host contracts are not separated and are
measured as part of the overall amortised cost of the related instrument. The Group presents the
embedded derivative in its statement of financial position as a single contractual agreement.
(i) Interest income and expense
Interest income on Financial Assets at amortised cost and interest expense on debt securities issued
are recognised using the effective interest rate method. Income on the investment in subsidiary
undertaking is recorded when the right to receive the income is established.
The effective interest rate method is a method of calculating the amortised cost of a financial asset
or a financial liability and of allocating the interest income or interest expense over the relevant
financial period. The effective interest rate is the rate that exactly discounts estimated future cash
flows (payments and receipts) through the expected life of the financial instrument or, when
appropriate, a shorter financial period to the gross carrying amount of the financial asset or to the
amortised cost of a financial liability.
When calculating the effective interest rate, the Company estimates cash flows considering all
contractual terms of the financial instrument but does not consider future credit losses. The
calculation includes all fees paid and received between parties to the contract that are an integral
part of the effective interest rate, transaction costs and all other premiums or discounts.
(j) Net gain/(loss) from derivative financial instruments
Net gain/(loss) from derivative financial instruments relates to derivative financial instruments
held by the Company for risk management purposes and includes realised and unrealised fair
value changes and settlements. It also includes fair value changes to a derivative which is
embedded in Class F notes.
(k) Other income and expenses
All other income and expenses are accounted for on an accruals basis.
(l) Taxation
Income tax expense comprises of current and deferred tax. Income tax expense is recognized in the
statement of comprehensive income except to the extent that it relates to items recognised directly
in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates
applicable to the Group’s activities enacted or substantively enacted at the reporting date, and
adjustment to tax payable in respect of previous years.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
34
5. Summary of material accounting policies (continued)
(l) Taxation (continued)
Deferred tax is recognised in respect of all temporary differences that have originated but not
reversed at the reporting date. Provision is made at the rates expected to apply when the temporary
differences reverse. Temporary differences are differences between the Group’s taxable profits and
its results as stated in the financial statements that arise from the inclusion of gains and losses in
taxable profits in periods different from those in which they are recognised in the financial
statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the
basis of all available evidence, it can be regarded as more likely than not that there will be suitable
taxable profits from which the future reversal of the underlying temporary differences can be
deducted.
(m) Cash and cash equivalents
Cash and cash equivalents includes cash held with banks and highly liquid financial assets with
original maturities of less than three months, which are subject to insignificant risk of changes in
their fair value and are used by the Group in the management of its short term commitments.
Cash and cash equivalents are carried and measured at amortised cost in the statement of
financial position.
(n) Foreign currency transaction
Transactions in foreign currencies are translated to the relevant entity’s functional currency (i.e.
euro) at exchange rates at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are retranslated to the functional currency
at the exchange rate at that date. The foreign currency gain or loss on monetary items is the
difference between amortised costs in the functional currency at the beginning of the period,
adjusted for effective interest and payments during the period, and amortised cost in foreign
currency translated at the exchange rate at the end of the period. Foreign currency differences
arising on retranslation are recognised through profit or loss in the statement of comprehensive
income and are included under administrative expenses.
(o) Share Capital
Share capital is issued in euro and has been determined to be classified as equity.
(p) Use of significant accounting judgements and estimates
The preparation of the financial statements requires management to make judgments, estimates
and assumptions that may affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimate is revised and in any future periods affected.
Allowance for impairment is a significant estimate.
The classification and measurement of financial assets depends on the results of the SPPI test
(analysis of the characteristics of the contractual cash flows to determine if they correspond only
to payments of principal and interest on the outstanding capital) and the test of the business model.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
35
5. Summary of material accounting policies (continued)
(p) Use of significant accounting judgements and estimates (continued)
- Significant accounting judgements
The Group determines the business model at a level that reflects how financial asset groups are
managed together to achieve a specific business objective. This evaluation requires judgment,
since the following aspects, among others, have to be considered: the way in which the
performance of assets is evaluated; the risks that affect the performance of the assets and the way
these risks are managed; and how asset managers are rewarded.
The Group monitors the financial assets measured at amortized cost that are derecognised prior to
their maturity to understand the underlying reasons for their disposal and to determine whether
they are consistent with the purpose of the business model defined for those assets. This
monitoring is part of a process of continuous evaluation made by the Group of the business model
of the financial assets that remain in the portfolio, to determine if it is adequate and, if it is not, if
there was a change in the business model and consequently a prospective change classification of
these financial assets.
- Key sources of estimation uncertainty
The use of estimates and assumptions is an integral part of recognising amounts in the financial
statements that mostly relate to the determination of loss allowance on financial instruments
involves judgments and estimates regarding, among others, the following:
Significant increase in credit risk
Loss allowances correspond to the expected credit losses on a 12-month for the assets in stage 1
and the expected credit losses considering the probability of a default event occurring at some
point up to the maturity date of the instrument financial assets for assets in stages 2 and 3. An asset
is classified in stage 2 whenever there is a significant increase in its credit risk since its initial
recognition. In assessing the existence of a significant increase in credit risk, the Group considers
qualitative and quantitative information.
In estimating expected credit losses, the Group uses reasonable and sustainable forecasting
information that is based on assumptions about the future evolution of different economic drivers
and how each of the drivers impacts the remaining drivers.
Significant increase in credit risk (continued)
The Group adopted as a quantitative criterion for assessing the significant increase in the credit
risk of the financial asset the relative change in the 12-month PD as a proxy for the change in the
lifetime PD. The criterion is based on the rating grade downgrade on the internal Rating Master
Scale (*) and since the initial recognition of the contract (**). The thresholds set for a stage
transfer, in notches downgrade, depend on the rating grade at inception of the transaction and on
the time on books.
* Following the implementation of the new Definition of Default (DoD) in 2020 (in accordance
with regulatory requirements), the Bank undertook a wide review of its internal credit risk models
(IRB), taking into account possible regulatory developments.
** Procedural rating grades 123 and 124, at inception and at reference date, and RG 125 at
inception are considered as qualitative criteria. Procedural rating grade 125 corresponds to default
status and stage 3, RG 124 refers to customers with material arrears of more than 30 days that are
not in default; RG 123 refers to clients managed by the credit recovery area and who do not have
active RG 124 or 125.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
36
5. Summary of material accounting policies (continued)
(p) Use of significant accounting judgements and estimates (continued)
Probability of default
The probability of default represents a determining factor in the measurement of expected credit
losses. The probability of default corresponds to an estimate of the probability of default in a given
time period, which is calculated on the basis of historical data, assumptions and expectations about
future conditions.
Loss given default
It corresponds to a loss estimate in a default scenario. It is based on the difference between the
contractual cash flows and those that the Bank expects to receive, through the cash flows
generated by the customers' business or credit collaterals. The calculation of the estimate of loss
given default based on, among other aspects, the different recovery scenarios, historical
information, the costs involved in the recovery process and the estimation of the valuation of
collaterals associated with credit operations.
Fair value of derivative financial instruments
Fair values are based on listed market prices if available, otherwise fair value is determined either
by dealer price quotations (either for that transaction or for similar instruments traded) or by
pricing models, based on net present value of estimated future cash flows which considers the
market conditions for the underlying instruments, time value, yield curve and volatility factors.
These pricing models may require assumptions or judgments in estimating their fair values.
Consequently, the use of a different model or of different assumptions or judgments in applying a
particular model could result in different results from the ones reported.
(q) Significant areas of estimation, uncertainty and critical judgments
In particular, information about significant areas of estimation, uncertainty and critical judgments
in applying accounting policies that have the most significant effect on the amount recognized in
the financial statements are described in notes 5(b), 5(e) and 21 (f).
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
37
6. Interest income
Year Ended
Year Ended 31
31 December
December
2025
2024
Interest income on Financial Assets at amortised cost
5,236,196
8,356,773
5,236,196
8,356,773
7. Interest expense
Year Ended 31
Year Ended
December
31 December
2025
2024
Interest (expense) on debt securities issued
(5,141,382)
(7,972,527)
Amortisation of issue costs on debt securities issued
(302)
(718)
(5,141,684)
(7,973,245)
8. Net gain/(loss) from derivative financial instruments
Year Ended
Year Ended
31 December
31 December
2025
2024
Coupon expense/income
(302,042)
20,967
Unrealised gain/(loss) on fair value of interest rate swaps
564,889
(167,501)
262,847
(146,534)
9. Administrative expenses
Year Ended
Year Ended
31 December
31 December
2025
2024
Fund servicer, custodian and other fees
(238,173)
(281,578)
Transaction manager fees
(7,226)
(8,389)
Corporate service provider fees
(27,618)
(28,458)
Auditor’s remuneration
(88,462)
(82,399)
Other expenses
(250,076)
(54,382)
(611,555)
(455,206)
The Company has no employees and the Directors received no remuneration for their services for
the financial year ended 31 December 2025 (2024: €Nil). The Company paid the Administrator
fees in the amount of €1,000 (2024: €1,000) for making directors available to the Company. No
amounts are payable to the Arranger or the Administrator or anyone else for making directors
available to the Company as at 31 December 2025 (2024: €Nil).
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
38
9. Administrative expenses (continued)
Company:
Year Ended
Year Ended
31 December
31 December
2025
2024
Audit of entity financial statements (excl. VAT)
33,750
32,500
Tax advisory fees (excl. VAT)
5,000
5,000
Non audit services
-
-
38,750
37,500
Group:
Year Ended
Year Ended
31 December
31 December
2025
2024
Audit of the group financial statements (excl. VAT)
33,750
32,500
Tax advisory fees
-
-
Non audit services
-
-
33,750
32,500
10. Tax on profit on ordinary activities
This Company qualifies as a special purpose vehicle under Section 110, Taxes Consolidation Act
1997. As such, the profits charged to corporation tax are computed in accordance with the
provisions applicable to Schedule D Case I which is taxed at the passive rate of 25%.
There is no Irish tax liability due as there are no gains or losses arising during the financial year.
The subsidiary has incurred Portuguese tax of 80 at the Fund level (2024: €80).
Taxation
Year Ended
Year Ended
31 December
31 December
2025
2024
Portuguese tax
80
80
Factors affecting tax charge for the year
Corporation taxation has been calculated based on the results for
for the year and the resulting taxation charges are as follows:
Accounting profit
-
-
Tax at Irish passive rate 25%
-
-
Portuguese tax at fund level
80
80
Current tax charge
80
80
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
39
11. Derivative financial instruments
As of 31 December 2025, the Company’s and Group’s holdings in derivative financial
instruments were as specified in the table below:
As of 31 December 2024, the Company’s and Group’s holdings in derivative financial
instruments were as specified in the table below:
Under the interest rate swap agreements with Credit Agricole, on each interest payment date, until
the earlier of the date of maturity of the Notes or the date of the early repayment of the Notes, (a)
the Company will pay to the Swap Counterparty certain amounts calculated by reference to (i) the
relevant weighted average EURIBOR interest rates applicable in respect of the mortgage loans
determined by deducting the weighted average spread and 12.5 basis points from the weighted
average rate of the mortgage loans in respect of which no payment is more than 90 days overdue
as at the beginning of each relevant Collection Period and (ii) a notional amount equal to the
Aggregate Principal Outstanding Balance of such mortgage loans as at the beginning of the
relevant Collection Period and (b) the Swap Counterparty will pay to the Company certain
amounts calculated by reference to the EURIBOR rate applicable to the Senior Notes on a
notional amount equal to the Aggregate Principal Outstanding Balance of such mortgage loans as
at the beginning of the relevant Collection. The fair value of the derivative financial instrument
has been calculated by the swap counterparty in accordance with the fair value measurement
detailed in note 5(b).
12. Cash and cash equivalents
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Cash and cash equivalents
13,877,502
74,795
14,694,593
96,406
Cash reserve account
-
9,000,000
-
9,000,000
Total
13,877,502
9,074,795
14,694,593
9,096,406
All of the Group’s and Company’s cash balances are held with Citibank N.A., London branch.
As at the financial year end, the cash reserve account had a balance of 9,000,000 (2024:
9,000,000). The cash reserve account may be used to reduce or eliminate any shortfall
between the revenue received and the expense payable (including interest expense) on any
particular interest payment date. The Directors concluded that the impact of expected credit
losses on cash and cash equivalents to be immaterial, therefore no ECL is recognised.
Type of contract
Currency
Expiration
Notional
Fair value
Fair value
assets
(liabilities)
Interest rate swap
Euro
May 2058
135,287,123
1,197,322
-
Type of contract
Currency
Expiration
Notional
Fair value
Fair value
assets
(liabilities)
Interest rate swap
Euro
May 2058
154,954,736
632,433
-
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
40
13. Financial Assets at amortised cost/Investment in subsidiary undertaking
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Financial assets at amortised cost
129,650,830
-
150,747,760
-
Investment in subsidiary undertaking
-
133,736,146
-
155,170,042
129,650,830
133,736,146
150,747,760
155,170,042
Movements during the year:
At start of year
Principal
159,581,319
168,444,894
182,275,945
191,460,971
Impairment
(8,833,559)
(13,274,852)
(9,051,851)
(13,493,143)
Net balance at start of year
150,747,760
155,170,042
173,224,094
177,967,828
Redemptions
(21,351,206)
(21,688,172)
(22,694,626)
(23,016,078)
Reversal of ECL/impairment
254,276
254,276
218,292
218,292
Net balance at end of year
129,650,830
133,736,146
150,747,760
155,170,042
Principal
138,230,113
146,756,722
159,581,319
168,444,894
Impairment
(8,579,283)
(13,020,576)
(8,833,559)
(13,274,852)
129,650,830
133,736,146
150,747,760
155,170,042
The subsidiary undertaking of the Company is Fundo de Titularização de Créditos Magellan Tres
(FTC), a Portuguese securitisation fund, organised under the laws of the Portuguese Republic. The
Company purchased 100% of the units in the subsidiary.
The mortgage receivables comprise of first ranking mortgages on Portuguese real estate. As at the
financial year end, the weighted average interest rate and the weighted average remaining term of the
mortgage portfolio is 3.074% (2024: 3.912%) and 14.77 years (2024: 15.50 years) respectively.
Payments on the underlying mortgages are received on a monthly basis.
The Notes issued by the Company are principally secured by way of a first fixed security over the
entire mortgage portfolio.
Refer to note 21(d) for maturity analysis.
14. Other receivables
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Accrued interest
103,723
824,893
166,693
1,346,850
Overdue interest
35,064
-
53,146
-
Other debtors
7,832
7,832
-
-
146,619
832,725
219,839
1,346,850
The Directors concluded that the impact of expected credit losses on other receivables to be immaterial,
therefore no ECL is recognised.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
41
15. Other payables
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Interest payable on the Notes
11,453,406
11,453,406
11,687,756
11,687,756
Accrued expenses
60,733
64,512
1,157
5,409
Sundry creditors
35,064
-
132,651
79,505
11,549,203
11,517,918
11,821,564
11,772,670
16. Debt securities issued
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Debt Securities issued
(see note (a) below)
133,283,070
133,283,070
154,433,061
154,433,061
133,283,070
133,283,070
154,433,061
154,433,061
(a) The Notes comprise:
Amount owing to noteholders
133,283,541
133,283,541
154,433,834
154,433,834
Unamortised issue costs
(471)
(471)
(773)
(773)
133,283,070
133,283,070
154,433,061
154,433,061
(b) Analysed as follows
Group/Company:
Gross
Proceeds
Issue Costs
Net Proceeds
At the date of issue
Class A
1,413,750,000
(1,564,421)
1,412,185,579
Class B
33,750,000
(37,347)
33,712,653
Class C
15,750,000
(17,429)
15,732,571
Class D
36,750,000
(40,667)
36,709,333
Class E
19,600,000
(21,689)
19,578,311
Class F
250,000
(277)
249,723
1,519,850,000
(1,681,830)
1,518,168,170
2025
Cumulative
Cumulative
31 December
Net Proceeds
Redemptions
Amortisation
2025
Class A
1,412,185,579
(1,290,200,572)
1,565,155
123,550,162
Class B
33,712,653
(30,039,222)
37,286
3,710,717
Class C
15,732,571
(14,018,302)
17,401
1,731,670
Class D
36,709,333
(32,709,375)
40,563
4,040,521
Class E
19,578,311
(19,600,000)
21,689
-
Class F
249,723
-
277
250,000
1,518,168,170
(1,386,567,471)
1,682,371
133,283,070
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
42
16. Debt securities issued (continued)
2024
Cumulative
Cumulative
Cumulative
31 December
Net Proceeds
Redemptions
Amortisation
2024
Class A
1,412,185,579
(1,270,557,929)
1,564,870
143,192,520
Class B
33,712,653
(29,449,272)
37,279
4,300,660
Class C
15,732,571
(13,742,992)
17,398
2,006,977
Class D
36,709,333
(32,066,985)
40,556
4,682,904
Class E
19,578,311
(19,600,000)
21,689
-
Class F
249,723
-
277
250,000
1,518,168,170
(1,365,417,178)
1,682,069
154,433,061
(c) The movement on the
Notes during the year was:
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
As at start of the year
154,433,061
154,433,061
177,059,370
177,059,370
Redeemed
(21,150,293)
(21,150,293)
(22,627,027)
(22,627,027)
133,282,768
133,282,768
154,432,343
154,432,343
Amortised issue cost to
profit or loss
302
302
718
718
As at end of the year
133,283,070
133,283,070
154,433,061
154,433,061
Maturity analysis:
> 5 years
133,283,070
133,283,070
154,433,061
154,433,061
133,283,070
133,283,070
154,433,061
154,433,061
The Notes are due in May 2058 and the maturity analysis is based on contractual maturity. Refer
to note 21(d) for maturity analysis.
The Notes issued by the Company are limited recourse due to which each class of Noteholder
has the right to receive funds generated from the collateral assets to the extent that funds are
available and the right of each class of Noteholder to receive funds is governed by the priority
order of payments. Accordingly, the Company’s obligation to Noteholders is limited to the net
proceeds upon realisation of the collateral. Should the net proceeds be insufficient to make all
payments due in respect of the Notes, the deficit is borne by the Noteholders according to the
established priorities.
The Notes comprised, at issue, of 1,413.75m Class A Notes, 33.75m Class B Notes, 15.75m
Class C Notes, €36.75m Class D Notes, €19.6m Class E Notes and €0.25m Class F Notes.
The Class A Notes bear interest at a margin of 26bps per annum over three-month
EURIBOR.
The Class B Notes bear interest at a margin of 38bps per annum over three-month
EURIBOR.
The Class C Notes bear interest at a margin of 58bps per annum over three-month
EURIBOR.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
43
16. Debt securities issued (continued)
The Class D Notes bear interest at a margin of 106bps per annum over three-month
EURIBOR.
The Class E Notes bear interest at a margin of 150bps per annum over three-month
EURIBOR.
The Class F Notes receive interest based on the remaining income of the Company after
expenses.
All classes of Notes issued are collectively linked to the performance of the entire mortgage
portfolio. Prior to each Interest Payment Date, the Company receives available distribution
amounts in respect of the Collection Period and then makes payments as outlined in the
Offering Circular.
There is a priority of payments for the principal and interest in relation to Class A being the
most senior and then followed by Classes B, C, D, E with F being the most junior tranche. The
swap counterparty has priority of payment over the Noteholders.
The Directors consider that the timing of the repayment of the Notes is uncertain given that the
timing of such payments is dependent on the receipt of interest and principal amounts yielded by
the assets. The Notes are subject to mandatory redemption in part at each interest payment date
in an amount equal to the principal received or recovered in respect of the mortgage assets.
The Company has the option to redeem the Notes in whole at certain points in time dependent
upon various factors. The Company may redeem the Notes in whole, if not otherwise redeemed,
at any interest payment date following this date. If not otherwise redeemed, purchased or
cancelled, the Notes will be redeemed at their principal amount outstanding on the last interest
payment date falling due in May 2058.
The Notes issued by the Company are principally secured by way of a first fixed security over
the entire mortgage portfolio. The Notes are listed on the Main Securities Market of Euronext
Dublin.
The ratings of the Notes are:
31 December 2025
Class A
Class B
Class C
Class D
Class E
Class F
Standard & Poor’s
AAA
AAA
AAA
AA
NR
NR
Moody’s
Aaa
Aa1
Aa1
Aa3
NR
NR
31 December 2024
Class A
Class B
Class C
Class D
Class E
Class E
Standard & Poor’s
AAA
AAA
AAA
AA
NR
NR
Moody’s
Aaa
Aa1
Aa1
Aa3
NR
NR
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
44
17. Embedded derivative
The Directors have determined that an embedded derivative exists in respect of the Class F
Note. The return on the Class F Note is linked to the return on the mortgage receivables.
Furthermore, all interest amounts payable by the Company under the Class F Notes will be
subordinated to the payment of principal and interest under the Senior Notes and Class E Notes
and it will only be payable to the extent that the Company has sufficient funds available for the
purpose.
However, it is the view of the Directors of the Company that the economic characteristics and
risks of the embedded derivative are closely related to the economic characteristics and risks of
the host contract; therefore, the embedded derivative is not separated from the host contract.
The Class F Notes receive interest based on the remaining income of the Company after
expenses.
During the financial year, a sum of 1,298,214 (2024: 1,809,864) was paid to the Class F
Noteholders.
18. Accounting categorisations and fair values of financial assets and liabilities
Group
Fair value
Fair value
through profit
through profit
or loss
Amortised
Fair value
or loss
Amortised
Fair value
2025
cost 2025
2025
2024
cost 2024
2024
Financial assets at amortised
cost
Cash and cash equivalents
-
13,877,502
13,877,502
-
14,694,593
14,694,593
Financial Assets at amortised
cost
-
129,650,830
126,206,809
-
150,747,760
146,861,309
Other receivables
-
146,619
146,619
-
219,839
219,839
-
143,674,951
140,230,930
-
165,662,192
161,775,741
Financial assets at fair value
through profit or loss
Derivative assets
1,197,322
-
1,197,322
632,433
-
632,433
1,197,322
143,674,951
141,428,252
632,433
165,662,192
162,408,174
Financial liabilities at
amortised cost
Debt securities issued
-
133,283,070
129,879,049
-
154,433,061
150,586,610
Other payables
-
11,549,203
11,549,203
-
11,821,564
11,821,564
-
144,832,273
141,428,252
-
166,254,625
162,408,174
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
45
18. Accounting categorisations and fair values of financial assets and liabilities (continued)
Company
Fair value
Fair value
through profit
through profit
or loss
Amortised
Fair value
or loss
Amortised
Fair value
2025
cost 2025
2025
2024
cost 2024
2024
Financial assets at amortised
cost
Cash and cash equivalents
-
9,074,795
9,074,795
-
9,096,406
9,096,406
Investment in subsidiary
-
133,736,146
130,292,124
-
155,170,042
151,283,591
Other receivables
-
832,725
832,725
-
1,346,850
1,346,850
-
143,643,666
140,199,644
-
165,613,298
161,726,847
Financial assets at fair value
through profit or loss
Derivative assets
1,197,322
-
1,197,322
632,433
-
632,433
1,197,322
143,643,666
141,396,966
632,433
165,613,298
162,359,280
Financial liabilities at
amortised cost
Debt securities issued
-
133,283,070
129,879,048
-
154,433,061
150,586,610
Other payables
-
11,517,918
11,517,918
-
11,772,670
11,772,670
-
144,800,988
141,396,966
-
166,205,731
162,359,280
19. Share capital
Group
Company
Group
Company
31 December
31 December
31 December
31 December
2025
2025
2024
2024
Authorised
40,000
Ordinary shares
of €1 each
Alotted, called up and fully paid
40,000
40,000
40,000
40,000
40,000
Ordinary shares
of €1 each
40,000
40,000
40,000
40,000
There are no restrictions on voting rights and the Company does not have any external capital
requirements.
20. Related party and certain other transactions
Group and Company
Transactions with Wilmington Trust SP Services (Dublin) Limited
The Company has entered into a Corporate Services Agreement (“CSA) with Wilmington Trust
SP Services (Dublin) Limited for the provision of corporate services. P Blessing and A Geraghty,
the directors of the Company, are also directors of Wilmington Trust SP Services (Dublin) Limited.
Under the terms of the CSA, 27,618 (2024: 28,458) was paid to Wilmington Trust SP Services
(Dublin) Limited for these services during the year and €€3,806 (2024: 3,215) was payable at
year end . The Company paid the Administrator fees in the amount of 1,000 (2024: €1,000) for
making directors available to the Company. The services are provided under normal commercial
terms.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
46
20. Related party and certain other transactions (continued)
Company
Transactions with Fundo de Titularização de Créditos Magellan Tres (FTC)
The Company has invested in the subsidiary undertaking. During the financial year, interest income
of 5,301,925 (2024: 8,038,924) has been paid to the Company. This income is calculated in
accordance with the requirements of the prospectus. At the financial year end, the investment in
subsidiary undertaking balance was 133,736,146 (2024: €155,170,042) and the allowance for
impairment on the investment in subsidiary was €13,020,576 (2024: €13,274,852).
21. Financial risk management
The Company was incorporated for the purpose of participating in the securitization of a portfolio
of mortgage receivables which was financed by the issue of notes. The Company is not engaged in
any other activities.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the
Companys risk management framework.
The risk profile of the Company is such that market, credit, liquidity and other risks of the Financial
Assets at amortised cost and derivative financial instruments held for risk management purposes by
the Company are borne fully by the holders of debt securities issued.
The Group and Company have exposure to the following risks from their use of financial
instruments:
(a) Market risk;
(b) Credit risk;
(c) Operational risk;
(d) Liquidity and cashflow risk; and
(e) Concentration risk.
This note presents information about the Group’s and Company’s exposure to each of the above
risks, the Company’s objectives, policies and processes for measuring and managing risks.
(a) Market risk
Market risk is the risk that changes in market prices, such as interest rates, will affect the
Companys income or the value of its holding of financial instruments and it also includes other
price risks. Interest rate risks are economically hedged through the interest rate swap agreement.
The objective of market risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return on risk.
Market risk embodies the potential for both gains and losses and includes interest rate risk and price
risk.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
47
21. Financial risk management (continued)
(a) Market risk (continued)
(i) Interest rate risk
At the reporting date, the interest rate profile of the financial assets and liabilities was:
Interest rate risk table - Group
Non interest
Fixed
Floating
bearing
Total
31 December 25
31 December 25
31 December 25
31 December 25
Assets
-
144,725,654
146,619
144,872,273
Liabilities
-
(133,283,070)
(11,549,203)
(144,832,273)
Cumulative interest risk
-
11,442,584
(11,402,584)
40,000
The weighted average interest rate of the assets was 3.074%. The weighted average interest rate of
the liabilities was 2.3558%. The weighted average maturity period for both the assets and liabilities
was 14.77 years.
Interest rate risk table - Group
Non interest
Fixed
Floating
bearing
Total
31 December 24
31 December 24
31 December 24
31 December 24
Assets
-
166,074,786
219,839
166,294,625
Liabilities
-
(154,433,061)
(11,821,564)
(166,254,625)
Cumulative interest risk
-
11,641,725
(11,601,725)
40,000
The weighted average interest rate of the assets was 3.912%. The weighted average interest rate of
the liabilities was 3.3148%. The weighted average maturity period for both the assets and liabilities
was 15.50 years.
Interest rate risk table - Company
Non interest
Fixed
Floating
bearing
Total
31 December 25
31 December 25
31 December 25
31 December 25
Assets
-
144,008,263
832,725
144,840,988
Liabilities
-
(133,283,070)
(11,517,918)
(144,800,988)
Cumulative interest risk
-
10,725,193
(10,685,193)
40,000
The weighted average interest rate of the assets was 3.074%. The weighted average interest rate of
the liabilities was 2.3558%. The weighted average maturity period for both the assets and liabilities
was 14.77 years.
Interest rate risk table Company
Fixed
Floating
Non interest
Total
31 December
31 December
bearing
31 December
24
24
31 December 24
24
Assets
-
164,898,881
1,346,850
166,245,731
Liabilities
-
(154,433,061)
(11,772,670)
(166,205,731)
Cumulative interest risk
-
10,465,820
(10,425,820)
40,000
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
48
21. Financial risk management (continued)
(a) Market risk (continued)
(i) Interest rate risk (continued)
The weighted average interest rate of the assets was 3.912%. The weighted average interest rate of
the liabilities was 3.3148%. The weighted average maturity period for both the assets and liabilities
was 15.50 years.
Sensitivity analysis
The Company has a very low level of risk due to the matching of assets and liabilities, i.e. the
mortgage receivables of the Company are either fixed or indexed to Euribor and the debt securities
issued by the Company, i.e. the Notes, are also indexed to Euribor. The Company also entered into
an interest rate swap to mitigate the interest rate risk associated with a mismatch between the interest
income receivable and the interest expense payable on the debt securities issued by the Company.
These factors mitigate the risk associated with any changes in the macro-economic mortgage
environment on account of any increase/decrease in interest income being matched by the same
increase/decrease in interest expense
In addition to this any shortfall will be borne by the Noteholders in accordance with the priority of
payments. However, the Noteholders are exposed to any shortfall due to the limited recourse nature
of the debt securities issued.
A change of 100 basis points in interest rates at the reporting date would have (increased)/ decreased
interest expense by the below amount. For variable instruments, this analysis assumes that all other
variables remain constant. The analysis is performed on the same basis for 2024.
Group
Company
Group
Company
Increase
Increase
Decrease
Decrease
31 December 2025
Debt securities issued
(1,330,335)
(1,330,335)
1,330,335
1,330,335
Group
Company
Group
Company
Increase
Increase
Decrease
Decrease
31 December 2024
Debt securities issued
(1,541,838)
(1,541,838)
1,541,838
1,541,838
The coupon rate for the debt securities issued have a floor of zero, and the coupon rate will not result
in negative (interest) cash flows for the Noteholders, therefore representing a saving on interest
expense.
(ii) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The debt securities issued by the Company
are denominated in Euro. The financial assets of the Group and Company are also denominated in
Euro and, therefore, the Group and Company are not exposed to any material currency exchange
fluctuations. Hence, no sensitivity exchange analysis has been presented.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
49
21. Financial risk management (continued)
(a) Market risk (continued)
(iii) Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices (other than those arising from interest rate risk or currency
risk), whether those changes are caused by factors specific to the individual financial instrument
or its issuer, or factors affecting all similar financial instruments traded in the market.
Other price risk may include risks such as equity price risk, commodity price risk, prepayment
risk (i.e. the risk that one party to a financial asset will incur a financial loss because the other
party repays earlier or later than expected), and residual value risk.
In relation to the Group’s portfolio of mortgage loans, this is not subject to equity price risk,
commodity price risk and residual value risk. In relation to prepayment risk, the Directors do not
consider this to be a significant risk from the perspectives of either (i) the Noteholders, as the
portfolio is 100% floating rate (3-month Euribor based) or (ii) the Company itself, as any
fluctuation in the value of the loans held by the Company is borne by the Noteholders and/or
Swap Counterparty.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument
fails to meet its contractual obligations and arises principally from the Companys linked assets. The
policy of the Company in relation to credit risk is to expose itself to the credit risk in relation to
mortgage receivables; however, ultimately this risk is borne by the Noteholders. The Directors
consider this risk to be of an acceptable nature. During the life of the transaction, the Originator is
able to modify the terms and conditions of some of the loans on a limited basis or substitute some
loans. These changes may have an impact on the risk profile of the pool. The Originator’s ability to
make changes to the terms and conditions of the loans securitised is limited by permitted variations.
The Directors confirm that no asset substitution have occurred during 2025 and 2024.
Any reduction in the value of the mortgage receivables will be matched by a reduction in the
repayment obligations on the Notes.
The Company has set out the methodologies used and judgements exercised in determining its
expected credit loss (“ECL”) for financial year to 31 December 2025, as previously explained in
Note 5 above. The following table summarises the movement in loss allowance of the Group split by
stage for the financial year ended 31 December 2025.
Stage 1
Stage 2
Stage 3
Total
Balance at
01/01/2025
(14,106)
(108,193)
(8,711,260)
(8,833,559)
Impairment losses /
1,594
20,658
232,024
254,276
change in loss
allowance
Balance at
31/12/2025
(12,512)
(87,535)
(8,479,236)
(8,579,283)
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
50
21. Financial risk management (continued)
(b) Credit risk (continued)
The following table summarises the movement in impairment loss allowance of the Group split by
stage for the financial year ended 31 December 2024.
Stage 1
Stage 2
Stage 3
Total
Balance at
01/01/2024
(13,369)
(78,241)
(8,960,241)
(9,051,851)
Impairment losses /
(737)
(29,952)
248,981
218,292
change in loss
allowance
Balance at
31/12/2024
(14,106)
(108,193)
(8,711,260)
(8,833,559)
The following table summarises the analysis by stage of the mortgage receivables and associated
loss allowance of the Group as at 31 December 2025.
Stage 1
Stage 2
Stage 3
Total
Gross loans and
advances to
customers
122,574,616
6,194,040
9,461,457
138,230,113
Impairment
(12,512)
(87,535)
(8,479,236)
(8,579,283)
provisions/loss
allowance
Carrying amount
122,562,104
6,106,505
982,221
129,650,830
Loss allowance
0.01%
1.41%
89.62%
6.21%
coverage rate
The following table summarises the analysis by stage of the mortgage receivables and associated
loss allowance of the Group as at 31 December 2024.
Stage 1
Stage 2
Stage 3
Total
Gross loans and
advances to
customers
128,947,405
20,697,331
9,936,583
159,581,319
Impairment
(14,106)
(108,193)
(8,711,260)
(8,833,559)
provisions/loss
allowance
Carrying amount
128,933,299
20,589,138
1,225,323
150,747,760
Loss allowance
0.01%
0.52%
87.66%
5.56%
coverage rate
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
51
21. Financial risk management (continued)
(b) Credit risk (continued)
As at 31 December 2025, the Group had financial assets exposed to credit risk with a total
carrying amount of 144,864,441 (2024: 166,294,625). The majority of the credit risk relates to
Financial Assets at amortised cost of 129,650,830 (2024: 150,747,760) and the Group has
appointed Banco Comercial Portugues, S.A. as Servicer to manage this risk on behalf of the
Group. As at 31 December 2025, the Company had financial assets exposed to credit risk with a
total carrying amount of 144,833,156 (2024: 166,245,731). The majority of the credit risk relates
to the investment in subsidiary undertaking of 133,736,146 (2024: 155,170,042) and the Company
has appointed Banco Comercial Portugues, S.A. as Servicer of the underlying asset of the Fund to
manage this risk on behalf of the Company.
As at 31 December 2025, the following table includes the fair value of the collaterals (not limited
by the value of the collateral) associated to the loans portfolio by segment:
31 December 2025
Mortgage loans
Fair Value
Real Estate
< 0.5m
Number
5,181
Value (€)
129,824,973
As at 31 December 2024, the following table includes the fair value of the collaterals (not limited
by the value of the collateral) associated to the loans portfolio by segment:
31 December 2024
Mortgage loans
Fair Value
Real Estate
< 0.5m
Number
5,691
Value (€)
151,021,037
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
52
21. Financial risk management (continued)
(b) Credit risk (continued)
The analysis of the Financial Assets at amortised cost/investment in subsidiary undertaking is as
follows:
2025
2024
Mortgage Portfolio:
Weighted average interest rate
3.074%
3.912%
Number of loans
5,181
5,691
Present LTV (outstanding loan amount/initial valuation)
36.8%
38.3%
Original LTV (initial loan amount/initial valuation)
73.7%
73.6%
Portfolio Trigger Event (maximum 4.5%): Arrears ratio
0.02%
0.02%
Mortgages loans in arrears (> 30 days)
€9,048,209
€9,295,017
No. of loans in arrears
283
284
Mortgage loans in arrears (>30 days)
2025
2024
30 59 days
214,066
315,569
60 89 days
199,806
49,083
90 179 days
85,565
132,786
180 269 days
51,413
177,146
270 365 days
96,581
10,491
> 365 days
8,400,778
8,609,942
9,048,209
9,295,017
Loan portfolio by interest rate
31 December 2025
Loans average residual
% of Total
Type of Loans
maturity (years)
Interest rate
amount
Mortgage
14.11
Less than 1%
1.81%
Mortgage
13.33
From 1% to 2%
3.82%
Mortgage
14.93
From 2% to 3%
40.43%
Mortgage
14.79
From 3% to 4%
51.02%
Mortgage
14.58
= or > 5%
2.92%
Total
100.00%
Loan portfolio by interest rate
31 December 2024
Loans average residual
% of Total
Type of Loans
maturity (years)
Interest rate
amount
Mortgage
15.07
Less than 1%
1.58%
Mortgage
14.35
From 1% to 2%
3.36%
Mortgage
14.66
From 2% to 3%
0.91%
Mortgage
15.45
From 3% to 4%
29.29%
Mortgage
15.61
= or > 5%
64.86%
Total
100.00%
The mortgage loans are secured by Portuguese residential assets.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
53
21. Financial risk management (continued)
(b) Credit risk (continued)
Loan portfolio by residual maturity
31 December 2025
Loans average
% of Total
Originator
residual maturity
No. of loans
Notional amount
Banco Comercial Português
Less than 5 years
652
4.47%
Banco Comercial Português
From 5 to 10 years
1,655
24.58%
Banco Comercial Português
From 10 to 15 years
773
15.93%
Banco Comercial Português
From 15 to 20 years
1,728
43.22%
Banco Comercial Português
= or > 25 years
373
11.80%
Total
5,181
100.00%
Loan portfolio by residual maturity
31 December 2024
Loans average
% of Total
Originator
residual maturity
No. of loans
Notional amount
Banco Comercial Português
Less than 5 years
636
3.85%
Banco Comercial Português
From 5 to 10 years
1,734
23.25%
Banco Comercial Português
From 10 to 15 years
867
15.99%
Banco Comercial Português
From 15 to 20 years
1,885
41.35%
Banco Comercial Português
= or > 25 years
569
15.56%
Total
5,691
100.00%
Cash at bank
The Group’s and Company’s cash balances are held mainly with Citibank N.A. London Branch
which is rated A+ by Standard and Poor’s in 2025 and A+ in 2024.
Swap counterparty credit rating
The long term Standard & Poor’s rating for the swap counterparty (Credit Agricole) is A (2024: A).
(c) Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated
with the Group’s and Company’s processes, personnel and infrastructure, and from external factors
other than credit, market and liquidity issues such as those arising from legal and regulatory
requirements to corporate behaviour.
Operational risks arise from all of the Group’s and Companys operations. The Company was
incorporated with the purpose of engaging in those activities outlined in the preceding paragraphs.
All corporate management and administration functions are outsourced to Wilmington Trust SP
Services (Dublin) Limited.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
54
21. Financial risk management (continued)
(d) Liquidity and cashflow risk
Liquidity risk is the risk that the Group and Company will encounter difficulties in meeting
obligations arising from its financial liabilities that are settled by delivering cash or another
financial asset or that such obligations will have to be settled in a manner disadvantageous to the
Company. The Company’s approach to managing liquidity is to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation.
The Company’s obligations under the Notes are limited to the expected receipts of accrued interest
and proceeds from the redemption of the mortgage receivables. There were no liquidity issues
experienced by the Group, Company or Swap Counterparty in respect of meeting obligations to the
Noteholders or the Swap Counterparty.
The following are the contractual maturities of financial liabilities including undiscounted
interest payments.
2025
Group
Gross
Carrying
contractual
Less than
One to
Two to five
More than
amount
cash flows
one year
two years
years
five years
Debt securities
issued
133,283,070
234,799,523
3,134,019
3,134,019
9,402,057
219,129,428
Other payables
11,549,203
11,549,203
11,549,203
-
-
-
144,832,273
246,348,726
14,683,222
3,134,019
9,402,057
219,129,428
Company
Gross
Carrying
contractual
Less than
One to
Two to five
More than
amount
cash flows
one year
two years
years
five years
Debt securities issued
133,283,070
234,799,523
3,134,019
3,134,019
9,402,057
219,129,428
Other payables
11,517,918
11,517,918
11,517,918
-
-
-
144,800,988
246,317,441
14,651,937
3,134,019
9,402,057
219,129,428
2024
Group
Gross
Carrying
contractual
Less than
One to
Two to five
More than
amount
cash flows
one year
two years
years
five years
Debt securities
issued
154,433,061
351,815,777
5,911,117
5,911,117
17,733,350
322,260,193
Other payables
11,821,564
11,821,564
11,821,564
-
-
-
166,254,625
363,637,341
17,732,681
5,911,117
17,733,350
322,260,193
Company
Gross
Carrying
contractual
Less than
One to
Two to five
More than
amount
cash flows
one year
two years
years
five years
Debt securities issued
154,433,061
351,815,777
5,911,117
5,911,117
17,733,350
322,260,193
Other payables
11,772,670
11,772,670
11,772,670
-
-
-
166,205,731
363,588,447
17,683,787
5,911,117
17,733,350
322,260,193
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
55
21. Financial risk management (continued)
(e) Concentration risk
All of the Financial Assets at amortised cost are mortgage receivables secured on residential
properties located in Portugal.
(f) Fair values
The Group’s and Company’s derivative financial assets are carried at fair value in the statement
of financial position. Usually, the fair value of the financial instruments can be reliably
determined within a reasonable range of estimates. The carrying amounts of all the Group’s and
Company’s financial assets and financial liabilities along with their fair values are disclosed in
Note 18.
Determining fair values
The determination of fair value for measurement and disclosure of financial assets and liabilities
for which there is no observable market price requires the use of valuation techniques as
described in accounting policy 5(b) under the sub-heading “Fair value measurement”. For
financial instruments that trade infrequently and have little price transparency, fair value is less
objective, and requires varying degrees of judgement depending on liquidity, concentration,
uncertainty of market factors, pricing assumptions and other risks affecting the specific
instrument.
The Group’s and Company’s accounting policy on fair value measurements is discussed under
accounting policy 5(b) under the sub-heading “Fair value measurement”.
Fair Value Hierarchy
The Group and Company measure fair values using the following hierarchy of inputs:
Level 1 Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2 Valuation techniques based on observable inputs, either directly (i.e. quoted prices) or
indirectly (i.e. derived by prices). This category includes instruments valued using: quoted market
prices in active markets for similar instruments; quoted prices for similar instruments in markets
that are considered less than active; or other valuation techniques where all significant inputs are
directly or indirectly observable from market data.
Level 3 Valuation techniques using significant unobservable inputs. This category includes all
instruments where the valuation technique includes inputs not based on observable data and the
unobservable inputs could have a significant effect on the instrument’s valuation. This category
includes instruments that are valued based on quoted prices for similar instruments where
significant unobservable adjustments or assumptions are required to reflect differences between
the instruments.
The table below analyses financial instruments measured at fair value at the reporting date by the
level of fair value in the fair value hierarchy into which the fair value measurement is categorised.
The amounts are based on the values recognised in the statement of financial position. All fair
value measurements below are recurring.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
56
21. Financial risk management (continued)
(f) Fair values (continued)
Group/Company
Financial instruments not measured at fair value
The financial instruments not measured at fair value through profit or loss include financial assets
and financial liabilities whose carrying amounts approximate fair value and financial instruments
measured at amortised cost.
The following table sets out the fair values of financial instruments not measured at fair value and
analyses them by the level in the fair value hierarchy into which each fair value measurement is
categorised.
Total
Total fair
carrying
Group
Level 1
Level 2
Level 3
value
amount
2025
2025
2025
2025
2025
Financial assets
Cash and cash
13,877,502
-
-
13,877,502
13,877,502
equivalents
Financial Assets at
amortised cost
-
-
126,206,809
126,206,809
129,650,830
Other receivables
-
146,619
-
146,619
146,619
13,877,502
146,619
126,206,809
140,230,930
143,674,951
Financial liabilities
Debt securities issued
-
(129,659,753)
(219,296)
(129,879,049)
(133,283,070)
Other payables
-
(11,549,203)
-
(11,549,203)
(11,549,203)
-
(141,208,956)
(219,296)
(141,428,252)
(144,832,273)
Level 1
Level 2
Level 3
Total Fair Value
31 December 2025
2025
2025
2025
2025
Derivative assets
-
1,197,322
-
1,197,322
Total
-
1,197,322
-
1,197,322
Level 1
Level 2
Level 3
Total Fair Value
31 December 2024
2024
2024
2024
2024
Derivative assets
-
632,433
-
632,433
Total
-
632,433
-
632,433
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
57
21. Financial risk management (continued)
(f) Fair values (continued)
Financial instruments not measured at fair value (continued)
Total
Total fair
carrying
Group
Level 1
Level 2
Level 3
value
amount
2024
2024
2024
2024
2024
Financial assets
Cash and cash
14,694,593
-
-
14,694,593
14,694,593
equivalents
Financial Assets at
amortised cost
-
-
146,861,309
146,861,309
150,747,760
Other receivables
-
219,839
-
219,839
219,839
14,694,593
219,839
146,861,309
161,775,741
165,662,192
Financial liabilities
Debt securities issued
-
(150,357,155)
(229,455)
(150,586,610)
(154,433,061)
Other payables
-
(11,821,564)
-
(11,821,564)
(11,821,564)
-
(162,178,719)
(229,455)
(162,408,174)
(166,254,625)
Total
Total fair
carrying
Company
Level 1
Level 2
Level 3
value
amount
2025
2025
2025
2025
2025
Financial assets
Cash and cash
9,074,795
-
-
9,074,795
9,074,795
equivalents
Investment in subsidiary
-
-
130,292,124
130,292,124
133,736,146
undertaking
Other receivables
-
832,725
-
832,725
832,725
9,074,795
832,725
130,292,124
140,199,644
143,643,666
Financial liabilities
Debt securities issued
-
(129,659,753)
(219,295)
(129,879,048)
(133,283,070)
Other payables
-
(11,517,918)
-
(11,517,918)
(11,517,918)
-
(141,177,671)
(219,295)
(141,396,966)
(144,800,988)
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
58
21. Financial risk management (continued)
(g) Fair values (continued)
Financial instruments not measured at fair value (continued)
Total
Total fair
carrying
Company
Level 1
Level 2
Level 3
value
amount
2024
2024
2024
2024
2024
Financial assets
Cash and cash
9,096,406
-
-
9,096,406
9,096,406
equivalents
Investment in subsidiary
-
-
151,283,591
151,283,591
155,170,042
undertaking
Other receivables
-
1,346,850
-
1,346,850
1,346,850
9,096,406
1,346,850
151,283,591
161,726,847
165,613,298
Financial liabilities
Debt securities issued
-
(150,357,155)
(229,455)
(150,586,610)
(154,433,061)
Other payables
-
(11,772,670)
-
(11,772,670)
(11,772,670)
-
(162,129,825)
(229,455)
(162,359,280)
(166,205,731)
The Group and Company determined the fair value of the Financial Assets at amortised cost held
as representing the difference between the fair values of the other net assets of the Company on
the basis of the principle that the cash flows arising from the assets are fully attributable to the
Group’s liability holders, the Noteholders, except for the €40,000 set aside in respect of the fully
paid-up share capital.
For the most senior tranches of debt securities, Class A, Class B, Class C and Class D, the Group
and Company has determined the fair value of the debt securities held with reference to quoted
prices in markets that are not active, that is, markets in which there are few transactions for the
liability. The fair value of the Class F notes have been determined by an internal model using
unobservable inputs.
The debt securities issued have been classified as both Level 2 and Level 3. The most senior
tranches of debt securities, which are listed, Class A, Class B, Class C and Class D have been
classified as Level 2. Class F has been classified as Level 3.
The other receivables and other payables have been classified under Level 2. Due to their short-
term nature, the Directors are of the view that the carrying values approximate the fair values.
MAGELLAN MORTGAGES NO.3 PUBLIC LIMITED COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL YEAR ENDED 31 DECEMBER 2025
59
22. Ultimate controlling parties
The sole shareholder is Wilmington Trust SP Services (Dublin) Limited who holds all 40,000
shares of the Company in trust for charity under the terms of a declaration of trust.
The trustee has appointed a Board of Directors to run the day to day activities of the Company.
The Board have considered the issue as to who is the ultimate controlling party of the Company.
It has determined that the control of the day to day activities rests with the Board. The Board is
composed of two directors, Alan Geraghty and Peter Blessing. Alan Geraghty is also a director of
Wilmington Trust SP Services (Dublin) Limited, being the entity that acts as administrator of the
Company.
23. Capital management
Share Capital of €40,000 was issued in line with Irish Company Law and is not used for financing
the investment activities of the Group.
The Group is not subject to any other externally imposed capital requirements.
24. Subsequent events
There were no significant subsequent events since the financial year end up to the date of
approval of the financial statements requiring disclosure or amendment to these financial
statements.
25. Approval of the financial statements
The Board of Directors approved these financial statements on ___ April 2026.
30