Silverfin 10 November 2023 09 November 2023 Paul Woosey FCA, FCCA Gravita Audit ll Ltd 29,880 27,296 false true 31/12/2022 01/01/2022 31/12/2022 K L Bagwell 01/10/2022 08/12/2020 R M Cane 01/10/2022 B T Cavanagh 08/06/2021 S V Harris 08/06/2021 W H Hess 08/06/2021 J M Koenig 08/06/2021 S C Marshall 08/06/2021 D Porte 27/02/2023 08/06/2021 N V Slyck 27/02/2023 J A Stoops 08/12/2020 09 November 2023 The principal activity during the financial period was that of a holding company and being the offices of other group companies.

The Company was incorporated on 8 December 2020, and therefore the comparative period is for the period 8 December 2020 to 31 December 2021.
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Company No: 13071379 (England and Wales)

RTGF MIDCO LIMITED

Financial Statements
For the financial year ended 31 December 2022
Pages for filing with the registrar

RTGF MIDCO LIMITED

Financial Statements

For the financial year ended 31 December 2022

Contents

RTGF MIDCO LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2022
RTGF MIDCO LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2022
DIRECTORS R M Cane
B T Cavanagh
S V Harris
W H Hess
J M Koenig
S C Marshall
N V Slyck
J A Stoops
SECRETARY Elemental Company Secretary Limited
REGISTERED OFFICE 27 Old Gloucester Street
London
WC1N 3AX
United Kingdom
COMPANY NUMBER 13071379 (England and Wales)
AUDITOR Gravita Audit ll Ltd
66 Prescot Street
London
E1 8NN
United Kingdon
RTGF MIDCO LIMITED

BALANCE SHEET

As at 31 December 2022
RTGF MIDCO LIMITED

BALANCE SHEET (continued)

As at 31 December 2022
Note 31.12.2022 31.12.2021
$ $
Fixed assets
Investments 3 10 10
10 10
Current assets
Debtors 4 2,113 0
Cash at bank and in hand 18,546 519
20,659 519
Creditors: amounts falling due within one year 5 ( 44,152) ( 26,825)
Net current liabilities (23,493) (26,306)
Total assets less current liabilities (23,483) (26,296)
Net liabilities ( 23,483) ( 26,296)
Capital and reserves
Called-up share capital 1 1
Capital contribution reserve 33,692 999
Profit and loss account ( 57,176 ) ( 27,296 )
Total shareholder's deficit ( 23,483) ( 26,296)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of RTGF Midco Limited (registered number: 13071379) were approved and authorised for issue by the Board of Directors on 09 November 2023. They were signed on its behalf by:

R M Cane
Director
RTGF MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2022
RTGF MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2022
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

RTGF MIDCO Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in USD which is the functional currency of the company and rounded to the nearest $.

Going concern

The directors note that the Company is an intermediate holding company with minimal administrative expenses and is expected to generate a stable dividend income stream from its subsidiaries in the future. Based on this, the directors have a reasonable expectation that the Company has adequate resources to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The current period is a year to 31 December 2022. The prior period is from incorporation on 8 December 2020 to 31 December 2021. Therefore the periods are not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a 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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2. Employees

Year ended
31.12.2022
Period from
08.12.2020 to
31.12.2021
Number Number
Monthly average number of persons employed by the Company during the year, including directors 8 6

3. Fixed asset investments

Other investments Total
$ $
Carrying value before impairment
At 01 January 2022 10 10
At 31 December 2022 10 10
Provisions for impairment
At 01 January 2022 0 0
At 31 December 2022 0 0
Carrying value at 31 December 2022 10 10
Carrying value at 31 December 2021 10 10

Investments in shares

Name of entity Registered office Nature of business Class of
shares
Ownership
31.12.2022
Ownership
31.12.2021
Minara Tanzania Limited 2nd Floor, The Luminary, Cnr Haile Selassie and Chole Roads, Masaki, Dar es Salaam, 14111, Tanzania Leasing of real estate property Ordinary 0.01% 0.01%
Minara Zanzibar Limited 2nd Floor, The Luminary, Msasani, Kinondoni District, Dar es Salaam, 14111, Tanzania Leasing of real estate property Ordinary 0.10% 0.10%

4. Debtors

31.12.2022 31.12.2021
$ $
Amounts owed by Group undertakings 1,077 0
Other debtors 1,036 0
2,113 0

5. Creditors: amounts falling due within one year

31.12.2022 31.12.2021
$ $
Amounts owed to Group undertakings 4 4
Other creditors 44,148 26,821
44,152 26,825

6. Related party transactions

No remuneration was paid to the directors during the year or prior period. The directors are the only key management personnel of the Company.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the group.

7. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2022 was unqualified.

The audit report was signed by Paul Woosey FCA, FCCA on behalf of Gravita Audit ll Ltd.

8. Ultimate controlling party

The immediate parent company is RTGF Holdings Limited, registered at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

The ultimate parent company is SBA Communications Corporation registered at 8051 Congress Avenue, Boca Raton, Florida 33487, USA. The smallest group in which the results of the Company are consolidated is that headed by SBA Communications Corporation (registered office address: 8051 Congress Avenue, Boca Raton, Florida 33487, USA).