The directors present the strategic report for the period ended 31 December 2021.
The company was incorporated on 26 November 2020. On 2 March 2021, the company acquired the entire share capital of Spring Topco Limited, including its subsidiaries: Spring Midco Limited, Spring Bidco Limited and Durite Limited. On 31 March 2021, Spring Bidco Limited transferred ownership of Durite Limited to Safe Fleet UK Limited.
The principal activity of the group is the manufacture and supply of Durite Branded electrical parts for the commercial vehicle aftermarkets. Durite Limited has been trading for almost 80 years and the Durite brand is synonymous with quality products and outstanding customer service.
The group has a strong focus on the UK market, with sales to UK based customers accounting for 90% of turnover in the period. The gross profit margin for the period was 38%.
The group is committed to providing its customers with reliable high quality products that are competitively priced and ensuring very high levels of stock availability and customer service. The dedication of the group's staff has been instrumental in the continued development and growth of the group.
The group supplies its products to a wide range of customers minimising the exposure to any one customer. The group has a diversified supplier base in the UK, Continental Europe and the Far East which minimises the risk of disruption to supply. Purchases are in different currencies and are subject to exchange rate fluctuations. The group no longer mitigates the impact on cost of sales of the volatility of Sterling against the US Dollar and the Euro through hedging exchange rates, but monitors changes in foreign exchange rates closely. The group is exposed to the usual credit risks and cashflows associated with selling on credit and it manages these risks through credit control procedures.
The group made a pre-tax profit of $46,920 for the year on a turnover of $25,568,676.
At 31 December 2021 the group had net assets of $54,108,599.
The group uses a variety of key performance indicators to monitor the business. These key performance indicators include sales, margins, debtors, stock, cash, product quality and customer service. There is a particular focus on ensuring and monitoring product quality and maintaining high levels of customer service.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2021.
The results for the period are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group's working capital was funded by borrowings from the parent company during the period. The loan bears interest at a fixed rate. There are no external borrowings bearing interest.
The group has exposure to currency risk due to purchases in either Sterling or Euros. There is some degree of natural hedging in respect of Euros as a result of sales into the Republic of Ireland and Europe.
Interest rate and currency risk is managed.
After the period end, the company acquired a further subsidiary. The company also reduced its share capital. For further detail, please see note 27.
We have audited the financial statements of Safe Fleet UK Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2021 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent 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 company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health and Safety laws, Waste and Battery Accumulator Regulations, Control of Asbestos Regulations, HMRC guidance, Packaging Producer Obligations and the impacts of the UK's departure on import amd export compliance.
We considered the incentives and opportunities that exist in the company, particularly regarding the sale of the group the Company was previously a member of, including the extent of management bias. This presents a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to the valuation of Freehold Property, stock impairment and provisions, recoverability of trade debtors and adequacy of bad debt provisions.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Performing a physical verification of key assets and stock items (including testing of the stock system).
Obtaining third-party confirmation of material bank and loan balances repaid in the year, and evidence that there had been no breaches to covenants throughout the accounting period.
Documenting and verifying all significant related party balances and transactions.
Performing completeness tests regarding the Coronavirus Job Retention Scheme to identify any claims and income not accounted for.
Testing all material consolidation adjustments.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $247,677.
Safe Fleet UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Durite Works, Valley Road, Dovercourt, Essex, United Kingdom, CO12 4RX .
The group consists of Safe Fleet UK Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in $ (United States Dollar), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Safe Fleet UK Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The directors have considered the effect of the Covid-19 pandemic on the business. The business has traded through the Covid-19 crisis and has demonstrated resilience as an important supplier to the vital HGV and LCV transport infrastructure. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
These financial statements have been prepared for the 13 month period to 31 December 2021. The period has been extended in order to achieve the year end date of 31 December 2021.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Cash-settled Unit Appreciation Rights (UAR) payments are measured at fair value at the date of grant by reference to the fair value of the instruments granted using the Monte Carlo Simulation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of UARs that will eventually vest. A corresponding adjustment is made to creditors as they are cash settled. At the end of each reporting date, the fair value is remeasured and the expense and liability adjusted accordingly.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Stock is measured at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stock. Calculation of these provisions require judgements to be made which include forecasting, consumer demand, competitive and economic environment and inventory loss trends.
At the period end, the carrying value of the stock provision was $415,194.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
In accordance with the accounting standards adopted by the company, its property used for the trade of the business is stated at valuation with changes in fair value being recognised through other comprehensive income. The directors have consulted with external valuers to ascertain the fair value of the land and buildings. The most recent professional valuation took place on 7 July 2022. The directors have estimated the valuation at 31 December 2021 by apportioning the increase in value since the last valuation at 31 March 2019 on a straight line basis. The professional valuation was determined by using recognised valuation techniques and taking into consideration any recent market transactions for similar properties in similar locations to the property held by the company. The valuation is inherently subjective, as the valuations are made on the basis of the assumptions made by the valuer and the directors which may not prove accurate. Deferred tax has been recognised on the revalued property, based on the estimated carrying value at period end.
The group acquired the entire share capital of Spring Topco Limited and its subsidiaries on 2 March 2021 from a third party. On acquisition the group recognised $44,743,591 of goodwill.
The directors have considered the period of amortisation for the goodwill and have concluded that the estimated useful life of the goodwill is 10 years based on the forecasts for the group acquired. An amortisation charge of $3,728,633 has been recognised in the profit and loss account during the period.
The directors reviewed the goodwill for impairment at the period end and concluded that no impairment was required based on the financial performance of the trading subsidiary, Durite Limited.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
No directors of the group or company received any remuneration during the period.
The number of directors for whom retirement benefits are accruing under defined contribution schemes amount to Nil.
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
The land and buildings were revalued on 7 July 2022 by FennWright Chartered Surveyors. The land and buildings were valued at £1,400,000 at 7 July 2022 based on their freehold vacant possession interest. The Directors have estimated the valuation at 31 December 2021 by apportioning the increase in value since the fair valuation at acquisition in March 2021 on a straight line basis. The Directors estimate that the valuation of the land and buildings at 31 December 2021 is £1,326,000 which translates to $1,794,851 at that date.
Details of the company's subsidiaries at 31 December 2021 are as follows:
The following subsidiaries were exempt from being audited under section 480 of the Companies Act and are not consolidated in these financial statements as they were dormant during the period: Spring Topco Limited, Spring Midco Limited and Spring Bidco Limited.
(*) These subsidiaries were wound up and struck off the register of companies after the period end on 1 March 2022.
The company received an intragroup loan during the period for $32,000,000 for the purpose of acquisition. The loan is repayable by 1 March 2028. Interest accrues daily on the loan capital balance at 6%.
The company received an intragroup loan during the period for $32,000,000 for the purpose of acquisition. The loan is repayable by 1 March 2028. Interest accrues daily on the loan capital balance at 6%.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The corporation tax rate during the year was 19% and the closing provision was based on an expected corporation tax rate of 25%.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The group has a Unit Appreciation Rights (UAR) scheme in place with certain employees. The scheme is part of a group plan with employees receiving rights in the ultimate parent company which are cash settled. The rights entitle certain employees to a cash payment throughout a vesting period of 5 years, The amount payable will be determined based on the increase of the underlying price of a specific share class in the ultimate parent company.
The UARs have a vesting period over five years and are based on performance targets.
The directors have estimated the fair value of the UARs at grant using the Monte Carlo Simulation model. This model was used as it simulates the stock price on which the UARs are valued, as of each valuation date, on a daily basis through the end of the vesting period. As part of this model calculation, they used estimates to form the inputs which the calculation is based off.
The directors estimate that the fair value of the Unit Appreciation Rights are not material. Therefore no expense or liability has been recognised in the financial statements for this period.
On incorporation, 1 Ordinary share of £1 was issued at par. On 1 March 2021, 39,296,546 Ordinary shares of £1 each were issued at par.
After the period end on 17 February 2022, the company reduced its share capital by way of a cancellation of 21,049,197 ordinary shares. Therefore the remaining number of shares in issue after the cancellation was 18,247,350 ordinary shares of £1 each.
After the period end on 7 March 2022, the company issued 4,970,180 Ordinary shares of £1 each at par.
On 2 March 2021 the group acquired 100 percent of the issued capital of Spring Topco Limited. The subsidiaries of Spring Topco Limited (Spring Midco Limited, Spring Bidco Limited and Durite Limited) were also acquired.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
After the year end, on 7 March 2022, Safe Fleet UK Limited acquired 100% of the share capital of Lab-Craft Holdings Limited and its subsidiaries. The total consideration paid was £17,369,319 which translates to $22,875,393.
Lab-Craft Holdings Limited's registered office is Durite Works, Valley Road, Dovercourt, Essex, England, CO12 4RX and registered number is 12491612.
On 7 March 2022, the company borrowed funds amounting to $14,629,159 from a group company to fund the acquisition of Lab-Craft Holdings Limited.
During the period, the group administered the payroll expenditure for an employee of Elkhart Brass Manufacturing Company LLC, a company under common control incorporated in the United States. At the period end, the group was owed $14,037 by Elkhart Brass Manufacturing Company LLC.
The immediate parent company is Safe Fleet Acquisition Corporation, a company incorporated in the United States, with registered office at: 6800 East, 163rd Street, Belton, Missouri, 64012.
The ultimate parent undertaking is Swordfish Holdings L.P., a company incorporated in the United States, with registered office at: 6800 East, 163rd Street, Belton, Missouri, 64012.