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Registered number: 13406849












JAB PET HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

JAB PET HOLDINGS LTD

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 25


 

JAB PET HOLDINGS LTD
 
COMPANY INFORMATION


Directors
D Beeckman 
J Creus 
F Engelen 
L Rochet 
S Suri 




Registered number
13406849



Registered office
14th Floor
20 Eastbourne Terrace

London

W2 6LG




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

JAB PET HOLDINGS LTD
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2022. The principal activity of the company during the period is that of a holding company.

Business review
 
JAB Pet Holdings Ltd. (the “Company) is an intermediate holding company and a wholly owned subsidiary of JAB Pet Services B.V. (together the “Group” or “JAB Pet Services”). JAB Pet Services is the global investment platform which is focused on building a fully integrated, omni-channel, multi-brand pet insurance offering which operates through breeder, direct-to-consumer, veterinary, mass retail and employee benefits channels with owned brands and third-party brands / white labels.
In 2022 various business transactions closed. In June 2022, the previously announced transaction between BNP Paribas Cardif and JAB was completed, resulting in the creation of Pinnacle Pet Group focused on the marketing, distribution and underwriting of pet insurance in Europe for both company-owned brands and white-label partnerships. After the close of this transaction, we announced the acquisition of Veterfina’s and AGILA’s pet insurance businesses, which are both well-established players in the European pet insurance category.
Further in October 2022 the Independence Pet Group, our North American pet insurance platform, acquired Fairfax Financial Holdings' global pet insurance businesses, Crum & Forster Pet Insurance Group (C&F Pet) and Pethealth Inc. C&F Pet markets serves as the underwriter for numerous owned, licensed, and third-party brands in the United States, including ASPCA Pet Health Insurance, 24Petprotect, Hartville, Spot, Pumpkin and Petco pet insurance plans, as well as Pets Plus Us in Canada. Pethealth Inc. provides wellbeing and safety solutions to shelters and pet owners.
Through both acquisitions, the investments held by the Company in Independence Pet Holdings, Inc. and Pinnacle Pet Holdings Limited were expanded.

Principal risks and uncertainties
 
Management of the business and the execution of the Company’s growth strategies are subject to several risks. 
The principal risks and uncertainties are integrated with the principal risks of the Group and are not managed separately. Accordingly, the principal risks and uncertainties of the Group, which include those of the Company, are discussed on pages 24 and 25 within the publicly available JAB Holding Company s.a r.l.’s Annual Report 2022 in which JAB Pet Services B.V. is consolidated.

Financial key performance indicators
 
The financial key performance indicators are integrated with the Group and are not managed separately for this intermediate holding company. The financial performance of the Group, which include those of the Company, are discussed in note 3.1.1. Investment in Subsidiaries within the JAB Holding Company s.a r.l.’s Annual Report 2022. 

Other key performance indicators
 
The directors are mindful of environmental issues and have sought to minimise the impact of the company's activities on the environment.

Page 2

 

JAB PET HOLDINGS LTD

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Directors' statement of compliance with duty to promote the success of the Company
 
Section 172 (1)(a) to (f) requires the directors to act in the way they consider would be most likely to promote the
success of the company for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long-term
The directors believe that they have acted in the way they consider, in good faith, to promote the long-term success of the Company. 
b) The interests of the company's employees
The Company does not have employees. 
c) The need to foster the company's business relationships with suppliers, customers and others
The directors aim to work in partnership with suppliers to ensure that they reflect similar values and behaviours to those promoted by the Company. 
d) The impact of the company's operations on the community and environment.
The Group has adopted a Human Rights policy which is referenced to on page 24 of the JAB Holding Company s.a r.l.’s Annual Report 2022 and publicly available on the company website of JAB Holding Company s.a r.l.
e) The desirability of the company maintaining a reputation for high standards of business conduct
The Company follows the Code of Conduct established by JAB Holding Company s.a r.l. which is referenced to on page 24 of the JAB Holding Company s.a r.l.’s Annual Report 2022 and publicly available on the company website of JAB Holding Company s.a r.l.
f) The need to act fairly as between members of the company
The company is a wholly owned subsidiary of JAB Pet Services B.V. and both entities have some of the same directors. 


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





F Engelen
Director

Date: 19 September 2023

Page 3

 

JAB PET HOLDINGS LTD

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.

Results and dividends

The loss for the year, after taxation, amounted to $2,755,784 (2021 - loss $615,238).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

D Beeckman (appointed 1 December 2022)
J Creus 
F Engelen 
L Rochet (appointed 5 September 2022)
S Suri (appointed 1 December 2022)
D C Bell (appointed 1 December 2022, resigned 7 December 2022)

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company's energy usage is below 40,000 kWh and qualifies as a low energy user.



Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

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





F Engelen
Director

Date: 19 September 2023

Page 4

 

JAB PET HOLDINGS LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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.

Page 5

 

JAB PET HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JAB PET HOLDINGS LTD
 FOR THE YEAR ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of JAB Pet Holdings Ltd (the 'Company') for the year ended 31 December 2022, which comprise the profit and loss account, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 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 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 auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur 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 6

 

JAB PET HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JAB PET HOLDINGS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 5, 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 7

 

JAB PET HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JAB PET HOLDINGS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Auditor's 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 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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's industry;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates, set out in Note 3, were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.
Page 8

 

JAB PET HOLDINGS LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JAB PET HOLDINGS LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 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 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 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.





Mark Hart FCA (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
19 September 2023
Page 9

 

JAB PET HOLDINGS LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022

Year ended
31 December
8-month period ended
31 December
2022
2021
Note
$
$

  

Administrative expenses
  
(240,084)
(102,570)

Operating loss
 4 
(240,084)
(102,570)

Interest receivable and similar income
 6 
32,325
7,880

Interest payable and similar expenses
 7 
(2,548,025)
(520,548)

Loss before taxation
  
(2,755,784)
(615,238)

Tax on loss
 8 
-
-

Loss for the financial year
  
(2,755,784)
(615,238)

There are no items of other comprehensive income for either the year or the prior period other than the loss for the year/period. Accordingly, no statement of other comprehensive income has been presented.

The notes on pages 13 to 25 form part of these financial statements.

Page 10


 
REGISTERED NUMBER:13406849
JAB PET HOLDINGS LTD

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
$
$

Fixed assets
  

Investments
 9 
2,413,426,941
577,984,515

Current assets
  

Cash at bank and in hand
 10 
-
2,010,402

  
-
2,010,402

Creditors: amounts falling due within one year
 11 
(26,127,692)
(26,750)

Net current (liabilities)/assets
  
 
 
(26,127,692)
 
 
1,983,652

Total assets less current liabilities
  
2,387,299,249
579,968,167

Creditors: amounts falling due after more than one year
 12 
(252,547,945)
-

  

Net assets
  
2,134,751,304
579,968,167


Capital and reserves
  

Called up share capital 
 13 
213,812
58,058

Share premium account
 14 
2,137,908,514
580,525,347

Profit and loss account
 14 
(3,371,022)
(615,238)

Total equity
  
2,134,751,304
579,968,167


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




F Engelen
Director

Date: 19 September 2023

The notes on pages 13 to 25 form part of these financial statements.

Page 11

 

JAB PET HOLDINGS LTD

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

$
$
$
$


At 18 May 2021
-
-
-
-


Comprehensive income for the period

Loss for the period
-
-
(615,238)
(615,238)
Total comprehensive income for the period
-
-
(615,238)
(615,238)


Contributions by and distributions to owners

Shares issued during the period
58,058
580,525,347
-
580,583,405


Total transactions with owners
58,058
580,525,347
-
580,583,405



At 1 January 2022
58,058
580,525,347
(615,238)
579,968,167


Comprehensive income for the year

Loss for the year
-
-
(2,755,784)
(2,755,784)
Total comprehensive income for the year
-
-
(2,755,784)
(2,755,784)


Contributions by and distributions to owners

Shares issued during the year
155,754
1,557,383,167
-
1,557,538,921


Total transactions with owners
155,754
1,557,383,167
-
1,557,538,921


At 31 December 2022
213,812
2,137,908,514
(3,371,022)
2,134,751,304


The notes on pages 13 to 25 form part of these financial statements.

Page 12

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

JAB Pet Holdings Ltd is a holding company.
The company is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 14th Floor, 20 Eastbourne Terrace, London, W2 6LG.
The company was incorporated on 18 May 2021. The comparative information in these financial statements is in respect of the period from 18 May 2021 to 31 December 2021 and is therefore not directly comparable.
The financial statements are presented in US dollars ($), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 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).

Section 401 Exemption

The company was, at the end of the year, a wholly-owned subsidiary of JAB Holding Company S.à r.l, whose registered address is 4, Rue Jean Monnet, L-2180 Luxembourg. JAB Holding Company S.à r.l prepares consolidated financial statements, in which the company is included, that are equivalent to UK requirements. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:

Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the fact that the company has incurred a loss for the period. The directors consider this basis to be appropriate as the company has sufficient facilities available from its shareholders to fund its working capital requirements for a period of at least twelve months from the date these financial statements were approved. 

Page 13

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in entities are considered subsidiaries where the company has the power to exercise, or actually exercises, dominant influence or control over it, or the company and the subsidiary undertaking are managed on a unified basis.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 15

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  


Financial statements (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

  
2.9

Share capital

Ordinary shares are classified as equity.

Page 16

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.10

Financial instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. 

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. 

The Company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, and cash and bank balances are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, and bank overdrafts, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 17

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies 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.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
Valuation of unquoted investments
The most critical estimates, assumptions and judgements relate to the determination of carrying value of investments at cost less accumulated impairment.
This valuation method is applied for underlying investments which are not quoted in an active market. In using the market-multiple method, to determine the fair value of an underlying investment, a market multiple is established based on a selected group of comparable publicly traded peer group companies that is considered representative of the underlying investment. Determination of the peer group companies is generally based on the risk profile, growth prospect, strength of brand or brand portfolio, leverage and certain other financial characteristics (e.g. market capitalization, EBITDA margin levels, market leadership, recession resilience, etc).


4.


Operating loss

The operating loss is stated after charging:

Year ended
31 December
8-month period ended
31 December
2022
2021
$
$

Fees payable to the company's auditor for the audit of the company's annual financial
statements
30,225
16,212

Exchange differences
2,232
-


5.


Employees




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

Page 18

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Interest receivable

Year ended
31 December
8-month period ended
31 December
2022
2021
$
$


Other interest receivable
32,325
7,880


7.


Interest payable and similar expenses

Year ended
31 December
8-month period ended
31 December
2022
2021
$
$


Other loan interest payable
2,548,025
-

Loans from group undertakings
-
520,548


8.


Taxation


Year ended
31 December
8-month period ended
31 December
2022
2021
$
$



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 19

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
8.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:

Year ended
31 December
8-month period ended
31 December
2022
2021
$
$


Loss on ordinary activities before taxation
(2,755,784)
(615,238)


Loss multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(523,599)
(116,895)

Effects of:


Expenses not deductible for tax purposes
523,599
116,895

Total tax charge for the year/period
-
-


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


9.


Fixed asset investments





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2022
577,984,515


Additions
1,835,442,426



At 31 December 2022
2,413,426,941




Page 20

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Independence Pet Holdings, Inc.
8051 Arco Corporate Drive, Suite 350, Raleigh. NC 27617, United States
A Ordinary
93.89%
Pinnacle Pet Holdings Limited
14th Floor, Eastbourne
Terrace, London,
United Kingdom, W2
6LG
A Ordinary
70.00%
Independence Pet Group Inc.*
11333 North Scottsdale Road, Suite 160, Scottsdale, AZ 85254, United States
A Ordinary
93.42%
IAHC Holdings Inc.*
11333 N. Scottsdale Road, Suite 160Scottsdale, AZ 85254
A Ordinary
93.42%
Independence PP Holdings Inc.*
8051 Arco Corporate Drive, Suite 350
Raleigh, NC 27617
A Ordinary
93.42%
Independence American Holdings Corp.*
11333 N. Scottsdale Road, Suite 160Scottsdale, AZ 85254
A Ordinary
93.42%
Independence American Insurance Company*
11333 N. Scottsdale Road, Suite 160Scottsdale, AZ 85254
A Ordinary
93.42%
Pet Partners Inc.*
8051 Arco Corporate Drive, Suite 350Raleigh, NC 27617
A Ordinary
86.43%
FIGO Pet Insurance LLC*
223 W. Erie StreetChicago, IL 60654
A Ordinary
86.43%
Pet Partners Canada LLC*
8051 Arco Corporate Drive, Suite 350Raleigh, NC 27617
A Ordinary
86.43%
Pawsitive Solutions LLC*
1733 Park Street, Suite 104Naperville, IL 60563
A Ordinary
73.46%
Pinnacle Pet Group Limited*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%
Everypaw Limited*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%
Page 21

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Pinnacle Insurance Management Services PLC*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%
Pinnacle Insurance PLC*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%
Pet Protect Ltd*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%
VioVet Ltd*
Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX
A Ordinary
69.86%

*held indirectly.


10.


Cash and cash equivalents

2022
2021
$
$

Cash at bank and in hand
-
2,010,402



11.


Creditors: Amounts falling due within one year

2022
2021
$
$

Bank overdrafts
25,999,318
-

Trade creditors
48,892
-

Accruals and deferred income
79,482
26,750

26,127,692
26,750


The Company has entered into a cash pool agreement over its balances held with Bank Mendes Gans. This includes a pledge over all credit balances in association with the Cash Pool. At the year end the balance subject to the pledge was $0.

Page 22

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Creditors: Amounts falling due after more than one year

2022
2021
$
$

Debenture loans
252,547,945
-


At the year end the Company held two promissory notes. The first for $200 million was due for repayment in full in October 2027 and carried interest at 6% per annum. The second for $50 million was due for repayment in October 2025 and carried interest at 6% per annum. 
Subsequent to the year end, both loans were repaid.


13.


Share capital

2022
2021
$
$
Allotted, called up and fully paid



21,248,473 (2021 - 5,805,834) Ordinary A shares of $0.01 each
212,484
58,058
132,750 (2021 - nil ) Ordinary B shares of $0.01 each
1,328
-

213,812

58,058


There are two classes of ordinary shares, Ordinary A shares and Ordinary B shares. Ordinary A shares hold voting rights and B Ordinary shares hold non-voting rights. There are no restrictions on the distribution of dividends and the repayment of capital.
On 16 February 2022 the company issued 127,500 ordinary shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 30 June 2022 the company issued 4,817,459 ordinary shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 20 September 2022 the company changed the entire share class from 10,750,793 ordinary shares of $0.01 each in issue to 10,750,793 ordinary A shares of $0.01 each. On the same day the company created  a new class of shares with the designation "B Ordinary Shares" of US$0.01 each.
On 14 October 2022 the company issued 100,000 ordinary A shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 31 October 2022 the company issued 10,397,680 ordinary A shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 25 November 2022 the company issued 80,250 ordinary B shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 29 November 2022 the company issued 15,000 ordinary B shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 30 November 2022 the company issued 37,500 ordinary B shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.

Page 23

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Reserves

Share premium account

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


15.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


16.


Post balance sheet events

On 18 January 2023 the company issued 400,000 ordinary A shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 29 March 2023 the company issued 353,000 ordinary A shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 29 March 2023 the company made an investment into a subsidiary which issued 314,448.6015 Class A shares of $0.01 and 314,448.6015 Class B shares of $0.01 for cash at $0.01 and $112.25 per share respectively.
On 4 May 2023 the company repaid the $252,547,945 long term debenture loans in full.
On 15 May 2023 the company made an investment into a new subsidiary which issued 185,600.5066 Class A shares of $0.01 and 991,105.7051 Class B shares of $0.01 for cash at $0.01 and $100.00 per share respectively.
On 6 June 2023 the company issued 2,500 ordinary B shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 13 June 2023 the company made a further investment into a subsidiary which issued 311,776.2337 Class A shares of $0.01 and 311,776.2337 Class B shares of $0.01 for cash at $0.01 and $112.25 per share respectively.
On 30 June 2023 the company issued 7,897,000 ordinary A shares of $0.01 each at $100 per share, in order to fund the acquisition of its investment.
On 11 July 2023 the company made a further investment into the same new subsidiary which issued 14,998.5001 Class A shares of $0.01 and 80,091.9908 Class B shares of $0.01 for cash at $0.01 and $100.00 per share respectively.
On 13 September 2023 the company made a further investment into a subsidiary which issued 557,634.0638 Class A shares of $0.01 and 557,634.0638 Class B shares of $0.01 for cash at $0.01 and $112.25 per share respectively.

Page 24

 

JAB PET HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is JAB Pet Services BV, a company registered in the Netherlands.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is JAB Holdings BV, whose registered office is at Piet Heinkade 55, 1019 GM, Amsterdam. Copies of these group financial statements are available to the public from its registered office. 

 
Page 25