ROCKFORD PHOENIX LIMITED

Company Registration Number:
NI632803 (Northern Ireland)

Unaudited abridged accounts for the year ended 30 August 2023

Period of accounts

Start date: 01 September 2022

End date: 30 August 2023

ROCKFORD PHOENIX LIMITED

Contents of the Financial Statements

for the Period Ended 30 August 2023

Balance sheet
Notes

ROCKFORD PHOENIX LIMITED

Balance sheet

As at 30 August 2023


Notes

2023

2022


£

£
Called up share capital not paid: 0 0
Fixed assets
Investments: 3 3,710,000 4,395,000
Total fixed assets: 3,710,000 4,395,000
Current assets
Debtors: 4 2,969,906 2,510,847
Cash at bank and in hand: 83 51
Total current assets: 2,969,989 2,510,898
Creditors: amounts falling due within one year: 5 (8,425,250) (177,465)
Net current assets (liabilities): (5,455,261) 2,333,433
Total assets less current liabilities: (1,745,261) 6,728,433
Creditors: amounts falling due after more than one year: 6   (7,701,621)
Total net assets (liabilities): (1,745,261) (973,188)
Capital and reserves
Called up share capital: 100 100
Profit and loss account: (1,745,361) (973,288)
Shareholders funds: (1,745,261) (973,188)

The notes form part of these financial statements

ROCKFORD PHOENIX LIMITED

Balance sheet statements

For the year ending 30 August 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

The members have agreed to the preparation of abridged accounts for this accounting period in accordance with Section 444(2A).

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The directors have chosen to not file a copy of the company’s profit & loss account.

This report was approved by the board of directors on 27 March 2024
and signed on behalf of the board by:

Name: David John Simmonds
Status: Director

The notes form part of these financial statements

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

1. Accounting policies

These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

Other accounting policies

Going concernThe Company is a subsidiary of a group headed by Rockford Portfolio Limited (the “Parent Company”and its subsidiaries, together the “Group”). Rockford Portfolio Limited borrowed from Bank of Ireland and on-lent to its subsidiaries to finance their acquisitions of commercial real estate. This was refinanced with a new lender on 23 October 2019 for £17.0m. The Parent Company and its subsidiaries (including this Company) are guarantors to the new loan and all of the property assets in the Group’s portfolio have been cross collateralised under this facility.At 31 August 2023, the Company had net current liabilities of £5,455,261 and net liabilities of £1,745,261. On the 15 October 2022 interest payment date, the Group breached its interest cover ratio covenant. It has remained in breach since then. In addition to this, the Group also breached its LTV covenant based on an external valuation of the portfolio undertaken on each of 14 November 2022 and 23 November 2023.On 15 January 2023, the loan facility matured and the Parent Company was unable to repay theoutstanding loan amount. The directors have been in advanced negotiations with the lender to seek anamendment of the loan facility, including an extension. As an alternative to this strategy, the lenderapproved the change in control of the Parent Company to Grey Cat Capital V LLP, an affiliate of thelender, which bought the A class shares of the Parent Company on 16 October 2023.Upon change in control, new directors were appointed to the Parent Company, and an updated businessplan was presented to the lender showing several asset management initiatives to be undertaken toincrease the occupancy rate and the net rental income consequently improve the cash flows of theCompany and the Group. Whilst this business plan was approved by the lender, the Directors considerthat it may not crystallise as planned under current market conditions and accordingly the Company andthe Group may still not be able to generate sufficient cash flows in the short term to meet their debtservicing and working capital requirements and may continue facing liquidity pressures. Based on the above events and conditions the Directors believe that it remains appropriate to preparethe financial statements on a going concern basis.However, the matters disclosed indicate the existence of a material uncertainty related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern andtherefore, that the Company may be unable to realise their assets and discharge their liabilities in thenormal course of business. The financial statements do not include any adjustments that would resultfrom the basis of preparation being inappropriate.

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

2. Employees

2023 2022
Average number of employees during the period 0 0

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

3. Fixed investments

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

4. Debtors

2023 2022
££
Debtors due after more than one year: 0 0

Short-term debtors are measured at transaction price, less any impairment. Loans receivable aremeasured initially at fair value, net of transaction costs, and are measured subsequently at amortised costusing the effective interest method, less any impairment. 2023 / 2022Amounts owed by group undertakings: 2023 £2,969,906 / 2022 £ 2,509,602Other debtors: 2023 £ - / 2022 £1,245Total: 2023 £2,969,906 / 2022 £2,510,847

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

5. Creditors: amounts falling due within one year note

Short-term creditors are measured at the transaction price. Other financial liabilities are measuredinitially at fair value, net of transaction costs, and are measured subsequently at amortised cost using theeffective interest method.2023 / 2022Trade creditors : 2023 £600 / 2023 £600Amounts owed to group undertakings: 2023 £ 8,280,013 / 2022 £ -Other taxation and social security: 2023 £24,800 /2022 £54,804Other creditors : 2023 £250 / 2022 £ -Accruals and deferred income: 2023 £ 119,587 / 2022 £122,061Total: 2023 £8,425,250 / 2022 £177,465

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

6. Creditors: amounts falling due after more than one year note

Amounts owed to group undertakings: 2023 £- / 2022 £7,701,621

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

7. Related party transactions

The company has availed of the exemption under FRS102 section 33 which does not require disclosure of transactions entered into between any subsidiary undertaking which is wholly owned by a member of that group.

ROCKFORD PHOENIX LIMITED

Notes to the Financial Statements

for the Period Ended 30 August 2023

8. Post balance sheet events

At the balance sheet date, the Group was ultimately controlled by Wirefox Holding Company, a companyregistered in Northern Ireland and Rockford Capital Limited, a company registered in British Virgin Islands.On 16 October 2023, Rockford Portfolio Limited's ("the Group") external lenders finalised negotiation withthe shareholders of the Group regarding the acquisition of the Group by Grey Cat Capital V LLP.Following this transaction, the Company is wholly owned by Grey Cat Capital V LLP. There is no ultimatecontrolling party of Grey Cat Capital V LLP.