Company Registration No. 12417126 (England and Wales)
CARE MIDCO 1 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
CARE MIDCO 1 LIMITED
COMPANY INFORMATION
Directors
Mr G Whiley
(Appointed 31 March 2022)
Mr D Jordan
(Appointed 31 December 2022)
Company number
12417126
Registered office
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
Accountants
Arnold Hill & Co LLP
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
CARE MIDCO 1 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
€
€
Non-current assets
Investments
4
80,025,488
80,025,488
Current assets
Trade and other receivables
6
12,000
12,000
Net current assets
12,000
12,000
Net assets
80,037,488
80,037,488
Equity
Called up share capital
7
800,375
800,375
Share premium account
8
79,237,113
79,237,113
Total equity
80,037,488
80,037,488
The directors of the company have elected not to include a copy of the income statement within the financial statements.
For the financial year ended 31 December 2022 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 27 September 2023 and are signed on its behalf by:
Mr D Jordan
Director
Company registration number 12417126
CARE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Care Midco 1 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sixth Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT. The company's principal activity and nature of its operations is disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in euros (€), 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 400 of the Companies Act 2006 and IFRS 10 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Care Midco 1 Limited is a wholly owned subsidiary of Care Interco Limited and the results of Care Midco 1 Limited are included in the consolidated financial statements of Credit Services Holdings Limited which are available from Sixth Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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
Non-current 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 statement of comprehensive income.
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
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in statement of comprehensive income. Financial assets not classified as fair value through statement of comprehensive income are initially measured at cost plus transaction costs.
CARE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.6
Foreign exchange
Transactions in currencies other than euros 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 statement of comprehensive income.
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions made around the carrying value of the investment have a significant risk of causing a material adjustment. Annually, the directors consider whether investments in subsidiaries are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generated units (CGUs). The recoverable amount of the investment is a source of significant estimation uncertainty and determining this involved the use of significant assumption.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 2 (2021: 2).
4
Investments
Current
Non-current
2022
2021
2022
2021
€
€
€
€
Investments in subsidiaries
80,025,488
80,025,488
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
CARE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
5
Subsidiaries
(Continued)
- 4 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Care Midco 2 Limited
UK
Ordinary
100
-
Care DK BidCo ApS
Brøndby, Denmark
Ordinary
-
100
Inga Acquisition ApS
Brøndby, Denmark
Ordinary
-
100
Collectia A/S
Brøndby, Denmark
Ordinary
-
100
Inga Finans ApS
Brøndby, Denmark
Ordinary
-
100
Collectia AB
Stockholm, Sweden
Ordinary
-
100
Svenska Fakturaköb AB
Stockholm, Sweden
Ordinary
-
100
Collectia Sverige AB
Malmø, Sweden
Ordinary
-
100
Collectia GmbH
Deggendorf, Germany
Ordinary
-
100
PNO GmbH
Deggendorf, Germany
Ordinary
-
100
DR. DUVE Inkasso GmbH
Hanover, Germany
Ordinary
-
100
Adressa GmbH
Hanover, Germany
Ordinary
-
100
Collectia Norge AS
Kristiansund, Norway
Ordinary
-
100
Collectia AS
Tønsberg, Norway
Ordinary
-
100
Equity Kapital AS
Tønsberg, Norway
Ordinary
-
100
Collectia OY
Helsingfors, Finland
Ordinary
-
100
6
Trade and other receivables
2022
2021
€
€
Amounts owed by fellow group undertakings
12,000
12,000
7
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of €0.01 each
80,037,488
80,037,488
800,375
800,375
Ordinary shares carry one vote each and rights to receive dividends and capital distributions.
8
Share premium account
2022
2021
€
€
At the beginning of the year
79,237,113
75,772,113
Issue of new shares
-
3,465,000
At the end of the year
79,237,113
79,237,113
9
Contingent liabilities
At 31 December 2022 there is an English debenture granted by Care Midco 1 Limited, Care Midco 2 Limited, Care DK Bidco ApS over all their assets and undertaking.
CARE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
10
Related party transactions
At 31 December 2022, the company was owed €12,000 (2021: €12,000) by Credit Services Holdings Limited, a company under common control.
During the year a convertible loan note of €nil (2021: €3,500,000) was issued by the subsidiary to the company, which was subsequently converted to equity.
During the year a convertible loan note of €nil (2021: €3,500,000) was issued by the company to its parent, which was subsequently converted to equity.
11
Controlling party
The company is a wholly owned subsidiary of Care Interco Limited, a company registered in England and Wales.
Throughout the year, the ultimate controlling party was Silverfleet Capital Partners LLP.