Company Registration No. 11786921 (England and Wales)
101 CLEVELAND STREET MIDCO 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
101 CLEVELAND STREET MIDCO 1 LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
101 CLEVELAND STREET MIDCO 1 LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
4
2
2
Current assets
Debtors
6
17,345
44,317,020
Cash at bank and in hand
2,268
2,687
19,613
44,319,707
Creditors: amounts falling due within one year
7
(19,613)
(44,328,401)
Net current liabilities
(8,694)
Net assets/(liabilities)
2
(8,692)
Capital and reserves
Called up share capital
9
2
2
Profit and loss reserves
(8,694)
Total equity
2
(8,692)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
A.Abbas
Director
Company Registration No. 11786921
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
101 Cleveland Street Midco 1 Limited is a private company limited by shares incorporated in England & Wales. The registered office is 1 Red Place, London, England, W1K 6PL.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, 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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet 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.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its investments to determine whether there is any indication that those investments have suffered an impairment loss. If any such indication exists, the recoverable amount of the investment 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.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
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.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
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.
Classification of financial liabilities
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 company after deducting all of its liabilities.
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
1.7
Equity instruments
Equity instruments issued by the company 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 company.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2022
2021
Number
Number
Total
2
2
4
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
2
2
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
4
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2022 & 31 December 2022
2
Carrying amount
At 31 December 2022
2
At 31 December 2021
2
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
101 Cleveland Street Midco 2 Limited
England & Wales
Real Estate
Ordinary Shares
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
101 Cleveland Street Midco 2 Limited
8,717,702
12,808,959
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
17,345
44,317,020
Included in the amounts owed by group undertakings falling due within one year is
a) £17,343 (2021 - £38,276,041) which relates to unsecured, interest free loans which are receivable upon demand.
b) Nil (2021 - £6,040,977) relates to the balance (principal and interest) of an unsecured £20m interest bearing loan at 8% p.a. receivable on 10 October 2022 but settled early during the year.
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
3,780
Amounts owed to group undertakings and undertakings in which the company has a participating interest
8,660
38,281,513
Other creditors
7,173
6,046,888
19,613
44,328,401
Included in amounts owed to group undertakings is £2,000 (2021 - £38,279,741) in respect of unsecured, interest free loans which are repayable upon demand.
Included in other creditors is Nil (2021 - £4,773,554) in respect of interest payable on the £20m mezzanine facility (see Loans and Overdrafts note for details).
8
Loans and overdrafts
2022
2021
£
£
Debenture loans
6,040,977
Payable within one year
6,040,977
On 11 April 2019, the company obtained a £20m mezzanine facility bearing interest at 8% p.a. from SOF-9 Soho Data Holdings LUX S.A.R.L which was repayable on 10 October 2022. The debenture loans are secured by a fixed and floating charge over the company's assets. However, this loan was settled during the year, therefore, the charges over the company's assets in relation to this loan have been discharged as at the date these financial statements were approved.
9
Called up share capital
2022
2021
Ordinary share capital
£
£
Issued and fully paid
2 Ordinary shares of £1 each
2
2
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Paul Berlyn FCA
Statutory Auditor:
Gravita II LLP
101 CLEVELAND STREET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
11
Events after the reporting date
The directors are of the opinion that there are no significant adjusting or non-adjusting events occurring after the reporting date.
12
Related party transactions
The company has taken advantage of the exemption available in accordance with FRS 102 Section 33 'Related Party Disclosures' not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the Group to which it is party to the transactions.
13
Parent company
The immediate parent undertaking is 101 Cleveland Street JV Company Limited.
The ultimate parent undertaking and controlling party is Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., a company registered in Germany.
The smallest group into which the entity is consolidated is 101 Cleveland Street JV Company Limited and largest group is Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co. The registered office address of smallest group is 1 Red Place, London, England, W1K 6PL and that of largest group is Saseler Damm 39 a, 22395 Hamburg, Germany from which copies of the group financial statements can be obtained.