Roble Holdings Limited
Company Registration No. 11388301
(England and Wales)
Annual Report and
Unaudited Financial Statements
For the year ended 31 December 2022
Pages for filing with Registrar
Roble Holdings Limited
Contents
Page
Statement of Financial Position
1
Notes to the Financial Statements
3 - 8
Roble Holdings Limited
Statement of Financial Position
As at 31 December 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
Non-current assets
Investments
6
26,929,704
58,749,106
Current assets
Cash at bank and in hand
16,225,221
24,571,970
Current liabilities
Creditors: amounts falling due within one year
8
(18,998)
(10,111,397)
Net current assets
16,206,223
14,460,573
Net assets
43,135,927
73,209,679
Capital and reserves
Share capital
10
2,594,381
4,699,096
Revaluation reserve
21,276
7,528,019
Hedging reserve
1,566,365
-
0
Other reserves
31,553,936
52,910,905
Retained earnings
7,399,969
8,071,659
Total equity
43,135,927
73,209,679

The Directors of the Company have elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 December 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on
30 October 2023
30 October 2023
and are signed on its behalf by:
........................................................
T R D Poole
Director
Company Registration No. 11388301
The notes on pages 3 to 8 form part of these financial statements
Roble Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2022
- 2 -
Share
Share
Revaluation
Capital
Other
Retained
Total
capital
premium account
reserve
redemption reserve
reserves
earnings
Notes
£
£
£
£
£
£
£
Balance at 1 January 2021
46,990,953
10,619,048
9,449,704
-
0
-
0
(587,907)
66,471,798
Profit for the year
-
-
-
-
-
6,737,881
6,737,881
Transfer between reserves
-
-
(1,921,685)
-
52,910,905
1,921,685
52,910,905
Other movements
(42,291,857)
(10,619,048)
-
-
-
-
(52,910,905)
Balance at 31 December 2021
4,699,096
-
0
7,528,019
-
0
52,910,905
8,071,659
73,209,679
Loss for the year
-
-
-
-
-
(8,178,433)
(8,178,433)
Capital returned
10
(538,350)
-
0
-
-
(21,356,969)
-
0
(21,895,319)
Transfer between reserves
-
-
(7,506,743)
-
-
7,506,743
-
Other movements
10
(1,566,365)
-
0
-
1,566,365
-
-
-
Balance at 31 December 2022
2,594,381
-
0
21,276
1,566,365
31,553,936
7,399,969
43,135,927
The notes on pages 3 to 8 form part of these financial statements
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 3 -
1
Accounting policies
Company information

Roble Holdings Limited is a private company limited by shares incorporated in England and Wales on 30 May 2018. The registered office is 5th Floor, 2 Copthall Avenue, London, United Kingdom, EC2R 7DA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the UK Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in Sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Turnover

Investment income is recognised on an accruals basis.

1.3
Investments

Investments in listed company shares are remeasured to fair value through profit or loss ("FVTPL") at each Statement of Financial Position date.

Unrealised gains and losses on listed investments are initially recognised in the Statement of Comprehensive Income and are subsequently transferred to the revaluation reserve at the period end, if remaining unrealised. Impairments that offset previous gains of the same asset are transferred to the revaluation reserve. All other impairments are not transferred to the revaluation reserve.

 

Realised gains and losses are recognised in the Statement of Comprehensive Income.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.5
Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

1.7
Taxation

The Company has exposure to the following potential tax liabilities:

Current tax

Pursuant to the Corporation Tax Act 2010 (as amended), the Company is subject to UK Corporation tax at the applicable rate.

1.8
Foreign exchange
Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss ("FVTPL").
2
Employees
The average number of employees during the year was 0 (2021 - 0)
3
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to Roble S.à r.l.
22,847
43,305
Bank interest payable
69,511
22,335
92,358
65,640
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 5 -
4
Other gains and losses
2022
2021
£
£
Fair value gains/(losses) on financial instruments
Change in value of financial assets held at FVTPL
(7,506,742)
(1,921,686)
Other gains/(losses)
Stamp duty payable on redemption of Company sheres
(108,612)
-
(7,615,354)
1,921,686
5
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
-
0
1,921,811
6
Investments
2022
2021
£
£
Listed investments
26,929,704
58,749,106

For full detail of movements in listed investments see note 7.

Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 6 -
7
Listed investments (prepared on a cash basis)
Rathbone
2PM
Atlantas / Alias
Total
£
£
£
£
Cost
At 1 January 2022
-
27,601,714
23,619,373
51,221,087
Additions
100,000
-
-
100,000
Disposals
-
-
(23,890,049)
(23,890,049)
Realised gain/(loss) on sale of investments
-
(521,258)
340,509
(180,749)
Portfolio costs paid
-
(283,182)
(45,375)
(328,557)
Investment income
-
22,446
-
22,446
Stamp duty
-
-
(29,025)
(29,025)
Foreign exchange movement
-
(7,422)
4,666
(2,756)
Net bank interest
-
(3,870)
(99)
(3,969)
At 31 December 2022
100,000
26,808,428
-
26,908,428
Revaluation
At 1 January 2022
-
3,537,031
3,990,988
7,528,019
Fair value movement
(6,672)
(3,789,419)
(4,027,161)
(7,823,252)
Foreign exchange movement
-
280,336
36,173
316,509
At 31 December 2022
(6,672)
27,948
-
21,276
Net book value
At 31 December 2022
93,328
26,836,376
-
26,929,704
At 31 December 2021
-
31,138,745
27,610,361
58,749,106
In September 2022 the Company sold the entirety of its investments with Alias Partners S.A., the proceeds of which were used to  fund the buy back of ordinary shares from Maraita S.à r.l.
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
- 7 -
8
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Borrowings
9
-
8,105,372
Accrued expenses - PIFM J Accountancy fees
3,389
2,379
Accrued expenses - PIFM UK Administration fees
4,124
11,020
Accrued expenses - PIFM J Administration fees
10,166
-
Accrued expenses - PIFM J CRS Reporting fees
-
1,398
Accrued expenses - Stamp duty - Alias Partners S.A.
-
15,091
Accrued portfolio costs - 2PM
-
47,055
Accrued portfolio costs - Atlantas / Alias Partners S.A.
-
7,271
Accrued expenses - ARC fees
119
-
Accrued expenses - Disbursements
245
-
Creditor - Corporation Tax
-
1,921,811
Accrued expenses - PIFM J Legal and professional
955
-
18,998
10,111,397
9
Borrowings
2022
2021
£
£
Interest bearing loan - Roble S.à r.l.
-
2,098,549
Accrued interest payable - Roble S.à r.l.
-
6,823
Interest free loan - Roble S.à r.l.
-
6,000,000
-
8,105,372

The interest bearing loan bore interest on the principal amount and any unpaid interest at 1.29% per annum, was unsecured and repayable on demand. The interest bearing loan, along with associated interest, was repaid in full during the year.

 

The interest free loan was unsecured and repayable on demand. The interest free loan was repaid in full during the year.

10
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of €0.10
25,943,800
46,990,952
2,594,380
4,699,095
Ordinary shares of £1 each
1
1
1
1
25,943,801
46,990,953
2,594,381
4,699,096
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
10
Share capital
(Continued)
- 8 -

On 5 October 2022, it was resolved to buy back 15,663,650.80 ordinary shares from Maraita S.à r.l., reducing the Company's share capital by €1,566,365, and that these shares be cancelled and €1,566,365 be transferred to a capital redemption reserve. It was also resolved to further reduce the share capital of the Company by €538,350 by cancelling 5,383,500 of the shares issued to Roble S.à r.l.

 

The one-third of an ordinary share of £1 each held by Maraita S.à r.l. shall not be cancelled but be held by the Company in treasury.

11
Other reserves
2022
2021
£
£
Distributable reserves
Balance brought forward
52,910,905
-
Transfer
-
52,910,905
Return of capital
(21,356,969)
-
Balance brought forward
31,553,936
52,910,905

On 18 October 2021, by way of a special resolution the share capital and all of the share premium was released and made distributable. This was done by reducing the nominal value of each ordinary share of €1.00 in the share capital from €1.00 to €0.10, thereby releasing €42,291,857 to distributable reserves and cancelling the share premium in full, releasing a further €10,619,048.

 

On 5 October 2022, it was resolved to buy back 15,663,650.80 ordinary shares from Maraita S.à r.l. for a consideration of €21,356,969, reducing the Company's share capital by €1,566,365, and that these shares be cancelled. It was also resolved to further reduce the share capital of the Company by €538,350 by cancelling 5,383,500 of the shares issued to Roble S.à r.l. and that the capital release be paid to Roble S.à r.l. The excess of amount paid in relation to the buy back of shares has been transferred to distributable reserves.

12
Related party transactions
The Company has taken advantage of the exemption in FRS 102 section 1AC.35 “Related Party Disclosures” from disclosing transactions with wholly owned members of the Group.
13
Subsequent events

The Company performed a review of events subsequent to the Statement of Financial Position date through to the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

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