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Registered number: 12608527









AMS Holdco 2 Limited









Annual Report and Financial Statements

For the year ended 31 December 2022

 
AMS Holdco 2 Limited
 
 
Company Information


Directors
A Wamser (resigned 1 April 2023)
R Nunez 
A Barquin (resigned 1 February 2023)
G Weitzel (appointed 2 April 2023)




Company secretary
R Nunez



Registered number
12608527



Registered office
125 Old Broad Street

London

EC2N 1AR




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

Lancashire Gate

21 Tiviot Dale

Stockport

Cheshire

SK1 1TD





 
AMS Holdco 2 Limited
 

Contents



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 8
Independent Auditors' Report
 
9 - 12
Statement of Comprehensive Income
 
13
Balance Sheet
 
14
Statement of Changes in Equity
 
15
Notes to the Financial Statements
 
16 - 23


 
AMS Holdco 2 Limited
 
 
Strategic Report
For the year ended 31 December 2022

Introduction
 
The directors present the audited annual report and accounts for the year ending 31 December 2022.

Business review
 
The ultimate controlling party of AMS Holdco 2 Limited during the year was Schweitzer-Maudit International Inc, In July 2022, Schweitzer-Maudit International Inc. merged with Neenah Inc. to form Mativ Holdings Inc.
AMS Holdco 2 Ltd is a holding company and is 100% owned subsidiary of AMS Holdco 1 Ltd, which is a 100% owned by Schweitzer-Maudit Luxembourg S.a.R.L, a part of Mativ Holdings Inc. (NYSE: MATV), a leading global performance materials company. 
The Company acts as an intermediate holding company within the Mativ Holdings Inc. Group of companies and has not traded during the period and there are no plans to do so in the immediate future. 
During the year, the Company made a loss before tax of $28,773k 
(2021: $56,692k). Management reviewed the carrying value of investments in subsidiaries and have accounted for an impairment charge of $28,767k (2021: $411,558k), reducing the carrying value to $212,947k (2021: $241,714k).

Principal risks and uncertainties
 
The Company is a wholly owned subsidiary of Mativ Holdings Inc. (NYSE: MATV). The directors of Mativ Holdings Inc. manage the Group's risks at a Group level, rather than at an individual subsidiary level. The principal risks and uncertainties of Mativ Holdings Inc. which include those of the Company, are discussed in the business review in the Group’s annual report which does not form part of this report. 

Financial key performance indicators
 
No KPIs have been used during the period as the management deemed metrics on a non-trading company as not applicable.

Section 172 Statement
 
The directors take their duties and responsibilities seriously when managing the company. The way in which their duties and responsibilities are applied is covered, in part, within the Director’s Report of these financial statements.
The following highlights how the directors have delivered against the requirements of Section 172 in the application of their duties:
S172(1)(A) “The likely consequences on any decision in the long term”
The company is a wholly owned subsidiary of Mativ Holdings Inc and all decisions of the company are aligned to the strategic priority of the Group which is ‘Finding ways to improve everyday life’. All decisions of the company are taken in line with our written policies, our Code of Conduct and Mativ Holdings’s guiding principles which require that directors and employees demonstrate trust, respect and integrity in all that we do.
 
Page 1

 
AMS Holdco 2 Limited
 

Strategic Report (continued)
For the year ended 31 December 2022

S172(1)(B) “The Interests of the Company’s employees”
Employees are a key stakeholder in the operations of the company and this is reflected in the fact that our first guiding principle states that ‘Our employees are our most important asset’, as this is fundamental and core to promoting the company’s success.
Our actions are backed by four key values that are the foundation for everything that we do:
-  We treat one another with respect,
-  We keep an open mind to new ideas and various points of view,
-  We value the differences that each person brings to the company,
-  We believe in doing the right thing
We harness direct engagement with our employees through a ‘culture of conversation’ which encourages honest conversations, diversity of thought, teamwork, creativity and innovation.
A range of communication channels are used to keep employees informed of business performance, policy changes and people news including our company intranet, regular ‘Town Hall’ communications, social media, webinars, informal discussions together with videos and open question channels from the Group CEO.
During the Covid-19 pandemic, we regularly publicised the Employee Assistance Program and Government Financial Crisis Fund together with bi-weekly communication updates explaining control strategies and employee protection initiatives, and the company was able to remain 100% operational throughout the pandemic due to the support and dedication of our employees. In addition, during the pandemic the company protected the rights of shielding employees.
S172(1)(C) “The need to foster the Company’s business relationships with suppliers, customers and others”
Customers
Whether it is through technology, manufacturing or global capabilities, we are committed to connecting our strengths to those of our customers. We do this through direct engagement with our customers on a regular basis to understand their particular challenges and how we may be able to solve them. Also, as a Group, we conduct customer satisfaction surveys to understand our customers’ perceptions of how we are meeting their needs, together with attendance at trade shows and the development of specialised services to support business needs and partnerships.
Suppliers
Our key suppliers are an essential element of our supply chain and we have a Procurement function devoted to our engagement with suppliers, ensuring that we maintain direct engagement. Our attendance at Trade shows harnesses these relationships and we utilise questionnaires on materials and adherence to the Group’s Code for Responsible Procurement.
Ultimate Parent
The Company’s ultimate parent company was Mativ Holdings Inc. which is listed on the New York Stock Exchange (MATV). The interests of the Mativ Holdings Inc’s stockholders is paramount and our parent company has an Investor Relations function which communicates regularly with stockholders to keep them informed of progress.
Government
The company undertakes meetings and engagement with local officials as required and ensures compliance with policy issues that impact our business and the community in which we operate.
S172(1)(D) “The impact of the Company’s operations on the community and the environment”
Community
We are committed to building positive relationships with the communities in which we operate. The company liaises with the Community and Parish Council as part of any planning permission for any new facility build and partnerships with the Environment Agency, River Aire Trust, Wild Trout Trust, Angling Society and local neighbours regarding the weir removal for the waterway which crosses the company manufacturing site.
The Company also supports several local charitable events.
 
Page 2

 
AMS Holdco 2 Limited
 

Strategic Report (continued)
For the year ended 31 December 2022


The Group has several relationships with global organisations, such as the Planet Water Foundation.
Sustainability
The Group has a long-standing commitment to environmental stewardship and sustainability, and we are committed to further integrating environmental principles into our strategies.
S172(1)(E) “The desirability of the Company maintaining a reputation for high standards of business conduct”
It is recognised by the directors that doing business the right way is key to long term success for the company and the Company uses a number of measures to ensure compliance.
The Group operates under a Code of Conduct which is Mativ Holdings Group’s guide to ethics and responsibilities in the workplace and outlines the requirements of every director and employee. Ethics are fundamental to all aspects of our business, both internally and externally, and it is the role of all employees, managers and leaders to apply these requirements to their jobs and for reporting any suspected violations of law or the Code.
Regular updates and reminders of compliance requirements in the form of global emails are issued together with regular training updates.
The Group also operates a whistleblowing policy which allows any individual to report any form of non-compliance anonymously.
S172(1)(F) “the need to act fairly as between members of the Company”
The company is held directly by a single member and has one ultimate parent company, Mativ Holdings Inc, headquartered in the USA and listed on the New York Stock Exchange. The directors consider courses of action that enable delivery of our strategic priorities taking into account the impact on the Mativ Holdings group of companies globally.


This report was approved by the board and signed on its behalf.



G Weitzel
Director

Date: 29 September 2023

Page 3

 
AMS Holdco 2 Limited
 
 
 
Directors' Report
For the year ended 31 December 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to $28,773k (2021 -loss $56,692k).

Dividends paid during the period amounted to $nil (2021: $354,866k) .

Directors

The directors who served during the year were:

A Wamser (resigned 1 April 2023)
R Nunez 
A Barquin (resigned 1 February 2023)

Environmental matters

The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations.

Future developments

The directors expect the general level of activity to remain consistent with the period ended 31 December 2022 in the forthcoming year.

Page 4

 
AMS Holdco 2 Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2022

Business conduct

It is recognised by the directors that doing business the right way is key to long term success for the company and uses a number of measures to ensure compliance.
The Group operates under a Code of Conduct which is Mativ Holdings Group’s guide to ethics and responsibilities in the workplace and outlines the requirements of every director and employee. Ethics are fundamental to all aspects of our business, both internally and externally, and it is the role of all employees, managers and leaders to apply these requirements to their jobs and for reporting any suspected violations of law or the Code.
Regular updates and reminders of compliance requirements in the form of global emails are issued together with regular training updates.
The Group also operates a whistleblowing policy which allows any individual to report any form of non-compliance anonymously.

Members of the Company

The company is held directly by a single member and has one ultimate parent company, Mativ Holdings Inc, headquartered in the USA and listed on the New York Stock Exchange. The directors consider courses of action that enable delivery of our strategic priorities taking into account the impact on the Mativ Holdings group of companies globally.

Environment, Health and Safety (EHS)

The Health and Safety or our employees continues to be the utmost priority for the business alongside the protection of the environment in which we work.

This philosophy extends to everyone who may be affected by our activities.

The company senior managers supported by the Group Head of EHS, ensure that adequate resources are available to successfully deploy and measure operational health, safety and environmental improvement plans.

EHS Programs and Performance
 
Implementation of new Mativ EHS Software to deliver the Group strategy.
Implementation of an EHS Integrated Management System.
Implemented a new waste programme which diverts all waste from landfill, reduces waste sent for incineration, increases recycling and generate an income from premium waste.
Certification to ISO 14001 (Environmental), ISO450001 Health and Safety and ISO50001 (Energy).
Ensure EHS plays a central part of the Mativ Group culture through employee and other stakeholder engagement; and setting prioritizing safety as the primary Mativ Corporate Value.
 
Greenhouse gas emissions, energy consumption and energy efficiency action

What has the Group done on reducing green house gases emissions to date:
 
There is an active Climate Change Agreement in place which sets defined sector reduction targets.
Tracking of energy, waste and water usage as a KPI for the business and a site specific reduction target.
Large scale project to replace lighting for new LED fittings.  
Introduction of a procurement policy to only purchase energy efficient equipment.
Investment in sub metering to gain a better understanding of energy usage.
Targeted projects including scaled back usage of energy intense equipment on site (example; variable operation of the reduced thermal oxidiser in line with emissions risks).

Page 5

 
AMS Holdco 2 Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2022

Environment, Health and Safety (EHS) (cont'd)

What the Group plans to do on further Green House Gases reductions:
 
Implementation of science based energy targets.
Review energy purchasing and tariffs for consideration of green energy procurement.
Energy transformation project to assess low carbon options such as photovoltaics and CHP (combined heat and power).
Project to review energy infrastructure including upgrades to existing transformers.
Completion of Energy Savings Opportunity Scheme (ESOS) phase 3.

The Group continues to assess opportunities to further reduce green house gases.
 
Streamlined Energy and Carbon Reporting Requirements
The following assumptions, methodology, definitions and data validation processes have been used to report the Group's key environmental performance indicators in 2021/2022. The reporting data complies with the Companies Act for the mandatory reporting of greenhouse gases:
 
Boundary Scope: data from all locations which the Company has operational control is collected and measured.
Primary data sources: these include billing, invoices and other systems provided by the supplier of the energy to communicate energy consumption.
Secondary data sources: These include the Company’s internal systems used to record and report the consumption data.
Internal data validation: The process used to review and compare primary data with secondary data.
Conversion factors: the 2022 Government GHG Conversion Factors for Company Reporting, published by the UK Department for Environment, Food & Rural Affairs (DEFRA), are used when converting gross emissions.
Intensity metrics: total Carbon emissions per £m of revenue is used to calculate the Company’s intensity metrics.
 
Page 6

 
AMS Holdco 2 Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2022




Energy Consumption (kWh)
12 months
7 months



Dec 2022
Dec 2021

Scope 1: Combustion
Natural Gas (kWh)
12,118,789
7,006,525

of fuel and operation
Red Diesel (KWh)
12,378
5,671

of facilities
Refrigerant (kg)
80
75

Total Scope 1 Energy (kWh) ex. Refrigerant
12,131,167
7,012,196

Scope 2: Electricity purchased
Total Electricity (kWh)
7,84,769
4,695,682

Scope 3: Indirect emissions
Indirect Transport (kWh)
24,485
19,608

Total Scope 1, 2 and 3 Energy Consumption (kWh) ex. Refrigerant
19,540,421
11,727,485






Emissions Assessment (tCO2e)

Dec 22
Dec 21

Scope 1: Combustion
Natural Gas (tCO2e)
2,212
1,283

of fuel and operation
Red Diesel (tCO2e)
3
1

of facilities
Refrigerant (tCO2e)
112
105


Total Scope 1 (tCO2e)
2,327
1,389

Scope 2: Electricity purchased and
Location Based (LB) (tCO2e)
1,428
997

heat and steam generated
Market Based (MB) (tCO2e)
1,791
348

Scope 3: Indirect emissions
Indirect Transport (tCO2e)
6
5






Location Based
Total Scope 1, 2 (LB) and 3 Emissions (tCO2e)
3,761
2,391

Market Based
Total Scope 1, 2 (MB) and 3 Emissions (tCO2e)
4,124
1,742






Intensity Metric Assessment

Dec 22
Dec 21
Variance
Intensity Ratio
Revenue $m
84.9
60.2
41%






The site opportunistically pursues energy reduction projects and, due to our energy mix, when we reduce energy we also reduce greenhouse gas emissions. In 2022 the company ran a project using energy data loggers to establish areas of high energy use. The Company also consolidated office space and has a comprehensive light swap out program for LED lights. The site also undergoes periodic energy assessments to identify new opportunities.

The table covers the 52 weeks to 31 December 2022 and the comparative is a period of 30 weeks for the period to December 2021 and only includes companies within the group who are required to report under SECR.

Exclusions: No Mandatory emissions have been excluded from this report.

Emission factors applied: DEFRA 2022

Methodology: this report is aligned with GHG protocol and Environmental Reporting Guidelines including Streamlined Energy and Carbon Reporting guidance.

Estimations: 0.0% of energy (kWh) and 0.0% of emissions (tCO2e) are based on estimated values.

Scope of emissions included in the report: Electricity, Natural Gas, Indirect Transport, Red Diesel and Refrigerants.

Page 7

 
AMS Holdco 2 Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant post balance sheet events.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





G Weitzel
Director

Date: 29 September 2023

Page 8

 
AMS Holdco 2 Limited
 
 
 
Independent Auditors' Report to the Members of AMS Holdco 2 Limited
 

Opinion


We have audited the financial statements of AMS Holdco 2 Limited (the 'Company') for the year ended 31 December 2022, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 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 auditors' 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.


Page 9

 
AMS Holdco 2 Limited
 
 
 
Independent Auditors' Report to the Members of AMS Holdco 2 Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial year 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, 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 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.


Page 10

 
AMS Holdco 2 Limited
 
 
 
Independent Auditors' Report to the Members of AMS Holdco 2 Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

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 auditors' 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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
 
Page 11

 
AMS Holdco 2 Limited
 
 
 
Independent Auditors' Report to the Members of AMS Holdco 2 Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' 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 2006Our 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 auditors' 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.





Helen Besant-Roberts (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
Lancashire Gate
21 Tiviot Dale
Stockport
Cheshire
SK1 1TD

30 September 2023
Page 12

 
AMS Holdco 2 Limited
 
 
Statement of Comprehensive Income
For the year ended 31 December 2022

31 December
7 months ended
31 December
2022
2021
Note
$000
$000

  

Administrative expenses
  
(6)
-

Exceptional administrative expenses
 9 
(28,767)
(411,558)

Operating loss
  
(28,773)
(411,558)

Income from fixed assets investments
 6 
-
354,866

Loss before tax
  
(28,773)
(56,692)

Tax on loss
 7 
-
-

Loss for the financial year
  
(28,773)
(56,692)

  

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.

The notes on pages 16 to 23 form part of these financial statements.

Page 13

 
AMS Holdco 2 Limited
Registered number: 12608527

Balance Sheet
As at 31 December 2022

2022
2021
Note
$000
$000

  

Fixed assets
  

Investments
 10 
212,946
241,714

Total assets less current liabilities
  
212,946
241,714

Creditors: amounts falling due within one year
 11 
(5)
-

Net current (liabilities)/assets
  
 
 
(5)
 
 
-

Net assets
  
212,941
241,714


Capital and reserves
  

Called up share capital 
 12 
13,379
13,379

Share premium account
 13 
646,835
646,835

Profit and loss account
 13 
(447,273)
(418,500)

  
212,941
241,714


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G Weitzel
Director

Date: 29 September 2023

The notes on pages 16 to 23 form part of these financial statements.

Page 14

 
AMS Holdco 2 Limited
 

Statement of Changes in Equity
For the year ended 31 December 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

$000
$000
$000
$000


At 1 June 2021
13,379
646,835
(6,942)
653,272


Comprehensive income for the period

Loss for the period
-
-
(56,692)
(56,692)
Total comprehensive income for the period
-
-
(56,692)
(56,692)

Dividends: Equity capital
-
-
(354,866)
(354,866)


Total transactions with owners
-
-
(354,866)
(354,866)



At 1 January 2022
13,379
646,835
(418,500)
241,714


Comprehensive income for the year

Loss for the year
-
-
(28,773)
(28,773)
Total comprehensive income for the year
-
-
(28,773)
(28,773)


Total transactions with owners
-
-
-
-


At 31 December 2022
13,379
646,835
(447,273)
212,941


The notes on pages 16 to 23 form part of these financial statements.

Page 15

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

1.


General information

AMS Holdco 2 Limited is a private company limited by shares incorporated in England and Wales, registered number 12608527. The address of the registered office is 125 Old Broad Street, London, England, ECN 1AR. The principal activity is that of an intermediate holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Mativ Holdings Inc. as at 31 December 2022 and these financial statements may be obtained from Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

Page 16

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.4

Going concern

The company made a loss of $29m (December 2021: $57m) and has net asset of $213m (December 2021: $242m). Management have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.8

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including
Page 17

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

2.Accounting policies (continued)


2.8
Financial instruments (continued)

time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.9

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions.
The key sources of estimation, uncertainty and critical accounting judgements in applying the company’s policies
are as follows:
Carrying value of investments and subsidiary loan impairments
The assessment of the discounted cash flows and the key inputs into the future forecasts for the investments involves the use of market participant discount rates calculated at a CGU level. This includes the addition of a premium to reflect the current size and market capitalisation of the Company and compares this to a set of relevant comparators. The cash flows used for these assessments have been calculated using a management approved forecast.
Should these estimates vary, the profit or loss and balance sheet of the following years could be significantly impacted.

Page 18

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


31 December
7 months ended
31 December
2022
2021
$000
$000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
2
2

Fees payable to the Company's auditors and their associates in respect of:

All non-audit services not included above
2
2


5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2021 -$NIL).


6.


Income from investments

31 December
7 months ended
31 December
2022
2021
$000
$000

Income from fixed asset investments
-
354,866







7.


Taxation


31 December
7 months ended
31 December
2022
2021
$000
$000



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
Page 19

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022
 
7.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2021 -higher than) the standard rate of corporation tax in the UK of 19% (2021 -19%). The differences are explained below:

31 December
7 months ended
31 December
2022
2021
$000
$000


Loss on ordinary activities before tax
(28,773)
(56,692)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 -19%)
(5,467)
(10,771)

Effects of:


Investment impairment charge
5,467
78,196

Dividends from UK companies
-
(67,425)

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

Corporation tax main rates increased to 25% in the tax year commencing 1 April 2023 for companies whose profits exceed £250,000. A tapered rate was introduced for profits above £50,000 up to the £250,000 limit.


8.


Dividends

2022
2021
$000
$000


Dividends paid on equity capital
-
354,866

Page 20

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

9.


Exceptional items

31 December
7 months ended
31 December
2022
2021
$000
$000


Impairment of subsidiary
28,767
411,558

Following an assessment of the valuation of the subsidiary, an impairment charge of $28,767k has been debited to the profit and loss in the year. In the prior period, a Group restructure was undertaken and the investment in subsidiary companies were impaired by $411,558k.


10.


Fixed asset investments





Investments in subsidiary companies

$000



Cost or valuation


At 1 January 2022
653,271



At 31 December 2022

653,271



Impairment


At 1 January 2022
411,558


Charge for the period
28,767



At 31 December 2022

440,325



Net book value



At 31 December 2022
212,946



At 31 December 2021
241,713

Page 21

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Scapa Group Limited
Ordinary
100%
Scapa Blackburn Limited*
Ordinary
100%
First Water Limited*
Ordinary
100%
First Water Ramsbury Limited**
Ordinary
100%
Scapa Healthcare Limited**
Ordinary
100%
Systagenix Wound Management Manufacturing Limited**
Ordinary
100%
Crawford Manufacturing Limited**
Ordinary
100%
HiMedica Limited***
Ordinary
100%
Scapa Denver (North) Limited**
Ordinary
100%

* These subsidiaries are owned by Scapa Group Limited
** These subsidiaries are owned by First Water Limited
*** This subsidiary is owned by Crawford Manufacturing Limited
All the subsidiaries listed have a registered office address of 997 Manchester Road, Ashton Under-Lyne, Manchester, England.


11.


Creditors: Amounts falling due within one year

2022
2021
$000
$000

Amounts owed to group undertakings
5
-


Page 22

 
AMS Holdco 2 Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2022

12.


Share capital

2022
2021
$000
$000
Allotted, called up and fully paid



1 (2021 -1) Ordinary share of $1.390000
-
-
191,893,334 (2021 -191,893,334) Ordinary shares of $0.069720 each
13,379
13,379

13,379

13,379



13.


Reserves

Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account reserve is the accumulation of profits and losses made by the company since incorporation, net of dividends paid.


14.


Controlling party

The immediate parent Company is AMS Holdco 1 Limited, a company incorporated in England and Wales, registration number 12607049. The registered address is 125 Old Broad Street, London, England EC2N 1AR.
Until July 2022, the company's ultimate parent company was Schweitzer-Maudit International Inc. In July 2022, Schweitzer-Mauduit International Inc. merged with Neenah Inc. to form Mativ Holdings Inc. The ultimate parent undertaking and controlling party is now Mativ Holdings Inc., which is the parent undertaking of the smallest and largest group to consolidate these financial statements.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

Page 23