Saracens Group Holdings Limited
Annual Report and Financial Statements
For the year ended 30 June 2023
Company Registration No. 13231271 (England and Wales)
Saracens Group Holdings Limited
Company Information
Directors
V Luck
M Alphonsi
(Appointed 8 November 2022)
N A Golding
(Appointed 8 November 2022)
N Leslau
(Appointed 8 November 2022)
P J O'Shea
(Appointed 8 November 2022)
J F Pienaar
(Appointed 8 November 2022)
Company number
13231271
Registered office
StoneX Stadium
Greenlands Lane
Hendon
London
United Kingdom
NW4 1RL
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Saracens Group Holdings Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 12
Group statement of comprehensive income
13
Group balance sheet
14 - 15
Company balance sheet
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Notes to the financial statements
20 - 41
Saracens Group Holdings Limited
Strategic Report
For the year ended 30 June 2023
Page 1
Directors' strategic report

The directors present the strategic report for the year ended 30 June 2023.

Principal activities

The principal activity of Saracens Group Holdings Ltd ('the Company') is that of a holding company. The Company is the parent company of the wider Saracens Group ('Group') comprising Saracens Limited, a professional rugby union football club including entertainment, ticket sales, hospitality and merchandise; Saracens Copthall LLP which holds the stadium assets and related business; MBN Events Group Limited (formerly known as Premier Team Promotions Limited) which stages entertainment and business events; UK Investor Show Limited which hosts UK investor events; and Saracens Mavericks Limited which is part of the Netball Super League (‘NSL’). Additionally, affiliated to the Group are The Saracens Foundation which is the club's charitable arm and the Saracens Multi-Academy Trust which operates the Saracens High School.

 

Fair review of the business

We assess progress towards our long-term goals with a series of KPI’s, which in this reported year focussed on:

 

Group financial position

This section of our report relates to the Group as a whole, including the Company and its subsidiaries.

 

In the year ended 30 June 2023, the Group generated turnover of £27.0m (£11.2m for the period ended 30 June 2022), and made an operating loss of £5.0m (£1.1m loss for the period ended 30 June 2022). The results between periods are not comparable due to acquisitions being made on the 11 February 2022.

 

The Group had a consolidated net asset position of £8.4m at 30 June 2023, including £4.2m of cash in bank. Within the Saracens Limited balance sheet which flows through to the Group Balance sheet, there was:

 

 

 

The only other third-party debt (aside from the Shareholder loans) is with:

 

 

All payments due to both parties are up to date.

Saracens Group Holdings Limited
Strategic Report (Continued)
For the year ended 30 June 2023
Page 2
Group financial position (continued)

The Group has sufficient funds for working capital purposes as well as functioning its third-party debt and none of the Group entities has overdue payables to HMRC.

 

Saracens Limited

On an annual basis, Saracens Limited revenues (excluding amortisation of CVC deferred income) increased by £2.6m to £20.9m in year ended 30 June 2023. We saw increased revenues across many of our commercial activities, the largest increases included: £0.9m in Sponsorship revenues, £0.5m in seasonal membership sales (we sold 241 more memberships) and £0.3m in Showdown revenues. Central income from PRL and the RFU also increased by £0.8m.

 

Operating losses in Saracens Limited (before depreciation, amortisation, finance costs, intercompany rents, and other income) reduced by £2.1m to £6.4m in the year ended 30 June 2023. Effective cost management meant that much of the revenue increase flowed through to operating levels despite many increasing operating costs due to general inflation, especially utility costs.

 

From a Saracens Men’s perspective, it was a very proud moment for everyone at the club and all our fans to be crowned as Premiership Champions for the 6th time and to be back at the top of English rugby. It has been quite some journey over the past few seasons and the club is in a brilliant position to push forward both on and off the pitch. We must also mention the 13 players we supplied to the men’s 2023 Rugby World Cup in France, seven of whom were to the England team. It will always be our ambition to see our players reach their potential and help them develop as the best possible athletes they can be and best possible people.

 

Our Saracens Women’s Rugby team continue to be at the forefront of elite female sport. This year, we have seen record crowds and generated more ticket revenue than ever before; successfully tendered to be part of the Premiership Women’s Rugby professionalisation plans; and aligned the coaching, sports science and administration support of our female athletes with that for their male counterparts.

 

On the pitch, our women rugby players continue to demonstrate their incredible ability and work-rate. This year, they earnt a place in the Allianz Premier-15s semi-finals having secured third position in the league table. It was a tough start to the season with an incredible 17 Saracens players at the women’s Rugby World Cup in New Zealand (eight Saracens players representing the Red Roses). This meant that our semi-final was away from home at Sandy Park against a strong Exeter Chiefs Women’s team. Despite a heroic performance on the road, Saracens Women were denied a spot in the final in the cruellest way possible, as Exeter scored a last-minute try to take a narrow victory. Whilst a spot in the final evaded Saracens Women this year, the squad can take great heart from their fantastic performances through the season and the development across the team.

Saracens Copthall LLP

This year was the first full year with all the West Stand facilities available to us, and the positive impact on the spectator experience has been tremendous. Also, there has been a positive impact on many other stakeholders, including but not limited to, participants in the Saracens Foundation programmes, players, coaches, officials, medical, and media to name a few.

 

Middlesex University occupy a significant proportion of the floor space within the West Stand building. There is an excellent partnership between the Saracens Group and Middlesex University, and we look forward to continuing to develop this partnership further.

 

The covered space behind the North Stand (The Oasis) is proving to be popular with spectators and has been an excellent addition to our facilities. The new hospitality facilities of The Park and the W Club have added to our hospitality offering and were well received in their first full season.

Saracens Group Holdings Limited
Strategic Report (Continued)
For the year ended 30 June 2023
Page 3
Saracens Copthall LLP (continued)

It is such a pleasure that the wider community benefit from the facilities at StoneX Stadium. Over the summer months the stadium hosted 38 school sports days, the vast majority being for schools in the state sector. The Saracens Foundation delivers thousands of hours of community projects from StoneX Stadium. Every week, over 150 disabled young people aged 8-30 attend dance, rugby and multi- skills sessions at the stadium.

We are extremely thankful for the continued support and positive partnership approach of both Barnet Council and Middlesex University.

Entertainment events

During the year, MBN Events Group Limited have continued to provide a range of high-quality events such as a London Christmas Sporting Lunch, World Cup Glory Dinner, player testimonial events and charitable dinners. Given the economic backdrop and a cost-of-living crisis, we are pleased with the results that the team managed to deliver of a £0.2m profit for the year.

 

The UK Investor Show business did not perform as well as hoped during the year. Lower sales in conjunction with fixed running costs for events resulted in the company making a small loss compared to a small profit the year before.

 

Saracens Mavericks

During the year, the Group increased its investment in Saracens Mavericks Limited from 50% to 75%.  The results for the entity post-consolidation into the Group were a loss of £0.3m.

 

On the court, Saracens Mavericks achieved the position of 5th in the NSL. They were the only NSL franchise that beat a top four team, having beaten London Pulse in the final match of the season. In 2023, we aimed to build a performance environment that truly lived the Saracens Values to provide the best possible place for our athletes and coaches to develop, while also enabling them to enjoy what they do. This can be shown by over 83% of players wanting to be retained within the squad.

 

Off the court, Saracens Mavericks sold out three fixtures during the season and increased ticketing income from £81k to £97k. Our attendances at games continue to grow and we have currently sold out our first matchday of 2024. The Netball Super League 2.0 will be launched in the 2025 season with a franchise tender process launching in 2024. The NSL hopes to professionalise the franchised clubs fully over the following 10-year period.

 

Saracens Foundation & ESG

The Saracens Foundation continued to make life changing impacts on the health, education and employability of local people. The charity had a measurable impact on over 15,500 local people in 2022/23, with over 62,000 secondary impacts on the wellbeing of family and friends of beneficiaries. The charity invested over £1.3m in over 30 projects across North London, Hertfordshire and Essex, working with people aged 4 to 106.

 

The Foundation continues to adapt projects to the greatest challenges and needs of local communities and people so that it can make the biggest difference. This season, the charity created a project called ‘Sporting Roots’. The aim of this new project is to provide refugees and asylum seekers with the opportunity to participate in sport to enable them to integrate into their local community. The programme supports those at risk and often marginalised groups to become healthier and reduce social isolation. In addition, the charity created a falls prevention programme in five local care homes called ‘Love to Balance’. This programme supported older adults to build friendships within the care home and live more independent and active lives while living in care. The programme consists of chair-based strength and balance exercises which aim to enable these older adults to gain confidence and improve their physical wellbeing and mental health.

The Saracens Foundation is on track to achieve the target of investing £1.8m into projects supporting our local communities in the 23/24 season. This represents a growth of 38% year-on-year. It is also on target to impact the lives of over 90,000 people, providing an improvement in their health, education or employment.

Saracens Group Holdings Limited
Strategic Report (Continued)
For the year ended 30 June 2023
Page 4
Saracens Foundation & ESG (continued)

The Group has also made progress in the 22/23 season with our aim to become the most socially conscious sports and entertainment company. The Group has been working on our ‘Saracens in Seven’ strategy, namely our aim to be by 2030: carbon net zero; zero waste to landfill; 75% waste recycled; and boosting biodiversity across our stadium.

Saracens Multi-Academy Trust

In 2023 the Saracens High School launched its sixth form, having grown from entries year-on-year since opening in 2018. The Saracens High School has subsequently partnered with Middlesex University to offer T-Levels, which support students to gain vocational skills in courses such as midwifery; enabling students to get into university to study.  

 

Also in 2023, the Saracens High School received their first GCSE results with 76.7% of pupils achieving a grade 4 or above in English and Maths, and 62.3% at the 5+ grading; both percentages are significantly above the national average.

 

The Saracens Multi-Academy Trust continue to use the Saracens Values in education. We plan for the Trust to grow with more schools coming on board to join the Saracens family.

 

Principal risks and uncertainties

The directors consider that the principal risks to the Group are any further changes to the Premiership or European competition structure; lower broadcast revenues impacting central funding; inflation; and rising interest rates negatively impacting ticket, hospitality and events sales.

Governance
The directors recognise that strong Governance is vital to fulfilling our purpose of ‘enriching lives through sport and entertainment’. We adhere to leading Governance practices appropriate to the size and scope of our business, which include having: a clear vision and strategy to deliver it; robust risk management; an emphasis on complying with regulatory requirements; a comprehensive financial controls framework; and optimised business processes and systems.

 

The Board also leads the way in safeguarding our culture, behaving in line with our corporate values: discipline, honesty, humility and work rate. Also guided by ambitions for socio-economic impact, environmental sustainability and Diversity, Equity and Inclusion, we establish Group goals annually, including financial plans, which are aimed at sustaining long-term corporate success.

 

Our Audit and Risk Committee as well as our Salary Cap Committee meet quarterly and are now well established to support the directors in achieving these Governance objectives.

On behalf of the Board

Victor Luck
Director
29 April 2024
Saracens Group Holdings Limited
Directors' Report
For the year ended 30 June 2023
Page 5

The directors present their annual report and financial statements for the year ended 30 June 2023.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

L Mercey
(Resigned 31 January 2024)
T Mercey
(Resigned 31 January 2024)
V Luck
M Alphonsi
(Appointed 8 November 2022)
N A Golding
(Appointed 8 November 2022)
N Leslau
(Appointed 8 November 2022)
P J O'Shea
(Appointed 8 November 2022)
J F Pienaar
(Appointed 8 November 2022)
D Silvester
(Appointed 8 November 2022 and resigned 5 February 2024)
Results and dividends

The results for the year are set out on page 13.

 

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Future developments

We forecast continued commercial growth in 2023/24: primarily in match by match revenues. This is to be accompanied by careful cost management. In 2024/25 we expect to see an improvement in central income from the RFU under a new Professional Game Partnership and further commercial growth.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Saracens Group Holdings Limited
Directors' Report (Continued)
For the year ended 30 June 2023
Page 6
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Going concern

The financial statements have been prepared on a going concern basis.

 

As at 30 June 2023, Saracens Group Holdings Limited had net assets of £8.4m (2022: net assets of £6.2m) which is primarily driven by the capital contribution recognised in the current year on account of fair valuation of interest free shareholder loans.

 

The owners of Saracens Group Holdings Limited (Kimono House Limited and Euroblue Investments Limited) have confirmed their willingness to continue lending to Saracens Group Holdings Limited through the signing of an agreement for an additional £14 million of funding. This will facilitate the continued operations of the Group for the period up to June 2025 to meet the cash requirements as outlined in its business plan.

The business plan assumes the continued levels of crowd attendances but were this assumption not to be valid then the directors have contingency plans to reduce the impact on cash flow. Whilst there is some uncertainty over the future structure of the Premiership and there is a challenging general economic environment, both of which could impact the incoming cash flows for the group, the directors are not aware of any other events or conditions beyond the period of their assessment which may cast significant doubt on the group's ability to continue as a going concern.

Saracens Group Holdings Limited
Directors' Report (Continued)
For the year ended 30 June 2023
Page 7
On behalf of the board
Victor Luck
Director
29 April 2024
Saracens Group Holdings Limited
Independent Auditor's Report
To the Members of Saracens Group Holdings Limited
Page 8
Opinion

We have audited the financial statements of Saracens Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The 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:

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's and parent 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 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.

Saracens Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Saracens Group Holdings Limited
Page 9

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Saracens Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Saracens Group Holdings Limited
Page 10
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Saracens Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Saracens Group Holdings Limited
Page 11

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

 

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

Saracens Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Saracens Group Holdings Limited
Page 12

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 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jamie Sherman (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
30 April 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Saracens Group Holdings Limited
Group Statement of Comprehensive Income
For the year ended 30 June 2023
Page 13
Year
Period
ended
ended
30 June
30 June
2023
2022
Notes
£
£
Turnover
3
27,047,507
11,239,318
Cost of sales
(2,127,017)
-
Gross profit
24,920,490
11,239,318
Administrative expenses
(30,027,663)
(12,498,983)
Other operating income
98,207
110,595
Operating loss
4
(5,008,966)
(1,149,070)
Interest receivable and similar income
8
170,537
145,225
Interest payable and similar expenses
9
(1,922,139)
(361,656)
Amounts written off investments
(8,790)
(25,312)
Loss before taxation
(6,769,358)
(1,390,813)
Tax on loss
10
2,076
196,893
Loss for the financial year
(6,767,282)
(1,193,920)
Loss for the financial year is attributable to:
- Owners of the parent company
(6,621,041)
(1,181,533)
- Non-controlling interests
(146,241)
(12,387)
(6,767,282)
(1,193,920)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(6,621,041)
(1,181,533)
- Non-controlling interests
(146,241)
(12,387)
(6,767,282)
(1,193,920)
Saracens Group Holdings Limited
Group Balance Sheet
As at 30 June 2023
Page 14
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
280,670
313,234
Negative goodwill
12
(2,774,615)
(2,926,321)
Net goodwill
(2,493,945)
(2,613,087)
Other intangible assets
12
24,489
42,856
Total intangible assets
(2,469,456)
(2,570,231)
Tangible assets
13
37,311,528
36,024,326
Investments
14
19,684,787
19,684,788
54,526,859
53,138,883
Current assets
Stock
16
154,441
196,619
Debtors
17
4,699,286
4,581,560
Investments
18
11,402
20,242
Cash at bank and in hand
4,152,750
7,046,731
9,017,879
11,845,152
Creditors: amounts falling due within one year
19
(12,366,796)
(15,108,447)
Net current liabilities
(3,348,917)
(3,263,295)
Total assets less current liabilities
51,177,942
49,875,588
Creditors: amounts falling due after more than one year
20
(39,573,427)
(40,555,585)
Provisions for liabilities
Provisions
22
(116,344)
-
0
Deferred tax liability
23
(3,137,945)
(3,140,021)
(3,254,289)
(3,140,021)
Net assets
8,350,226
6,179,982
Saracens Group Holdings Limited
Group Balance Sheet (Continued)
As at 30 June 2023
2023
2022
Notes
£
£
£
£
Page 15
Capital and reserves
Called up share capital
25
7,100,000
7,100,000
Share premium account
273,902
273,902
Capital contribution
8,937,526
-
0
Profit and loss reserves
(7,802,574)
(1,181,533)
Equity attributable to owners of the parent company
8,508,854
6,192,369
Non-controlling interests
(158,628)
(12,387)
8,350,226
6,179,982
The financial statements were approved by the board of directors and authorised for issue on 29 April 2024 and are signed on its behalf by:
29 April 2024
Victor Luck
Director
Saracens Group Holdings Limited
Company Balance Sheet
As at 30 June 2023
30 June 2023
Page 16
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
10,911,060
9,641,060
Current assets
Debtors
17
245,000
245,000
Cash at bank and in hand
1,295,306
2,342,839
1,540,306
2,587,839
Net current assets
1,540,306
2,587,839
Total assets less current liabilities
12,451,366
12,228,899
Creditors: amounts falling due after more than one year
20
(9,237,249)
(10,671,692)
Net assets
3,214,117
1,557,207
Capital and reserves
Called up share capital
25
7,100,000
7,100,000
Share premium account
273,902
273,902
Capital contribution
8,937,526
-
0
Profit and loss reserves
(13,097,311)
(5,816,695)
Total equity
3,214,117
1,557,207

As permitted by s408 Companies Act 2006, the company has not presented its own statement of comprehensive income and related notes. The company’s loss for the period was £7,280,616 (2022 - £5,816,695 loss).

The financial statements were approved by the board of directors and authorised for issue on 29 April 2024 and are signed on its behalf by:
29 April 2024
Victor Luck
Director
Company Registration No. 13231271 (England and Wales)
Saracens Group Holdings Limited
Group Statement of Changes in Equity
For the year ended 30 June 2023
Page 17
Share capital
Share premium account
Capital contribution
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 27 February 2021
-
0
-
0
-
0
-
0
-
-
-
Period ended 30 June 2022:
Loss and total comprehensive income for the period
-
-
-
(1,181,533)
(1,181,533)
(12,387)
(1,193,920)
Issue of share capital
25
7,100,000
273,902
-
-
7,373,902
-
7,373,902
Balance at 30 June 2022
7,100,000
273,902
-
0
(1,181,533)
6,192,369
(12,387)
6,179,982
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
-
-
(6,621,041)
(6,621,041)
(146,241)
(6,767,282)
Capital contribution received
-
-
8,937,526
-
8,937,526
-
8,937,526
Balance at 30 June 2023
7,100,000
273,902
8,937,526
(7,802,574)
8,508,854
(158,628)
8,350,226
Saracens Group Holdings Limited
Company Statement of Changes in Equity
For the year ended 30 June 2023
Page 18
Share capital
Share premium account
Capital contribution
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 27 February 2021
-
0
-
0
-
0
-
0
-
Period ended 30 June 2022:
Loss and total comprehensive income for the period
-
-
-
(5,816,695)
(5,816,695)
Issue of share capital
25
7,100,000
273,902
-
-
7,373,902
Balance at 30 June 2022
7,100,000
273,902
-
0
(5,816,695)
1,557,207
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
-
-
(7,280,616)
(7,280,616)
Capital contribution received
-
-
8,937,526
-
8,937,526
Balance at 30 June 2023
7,100,000
273,902
8,937,526
(13,097,311)
3,214,117
Saracens Group Holdings Limited
Group Statement of Cash Flows
For the year ended 30 June 2023
Page 19
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
30
(5,928,607)
(8,263,258)
Interest paid
(1,407,881)
(162)
Net cash outflow from operating activities
(7,336,488)
(8,263,420)
Investing activities
Purchase of tangible fixed assets
(2,311,937)
(8,679,892)
Purchase of subsidiaries
(20,000)
(7,100,000)
Proceeds from disposal of associates
1
-
Interest received
1,424
30
Other income received from investments
169,113
145,195
Net cash used in investing activities
(2,161,399)
(15,634,667)
Financing activities
Proceeds from issue of shares
-
7,373,902
Issue of loan notes
6,972,500
10,465,000
Proceeds from borrowings
-
9,813,366
Repayment of borrowings
(374,641)
-
Net cash generated from financing activities
6,597,859
27,652,268
Net (decrease)/increase in cash and cash equivalents
(2,900,028)
3,754,181
Cash and cash equivalents at beginning of year
7,046,731
-
0
Cash and cash equivalents acquired on business combination
6,047
3,292,550
Cash and cash equivalents at end of year
4,152,750
7,046,731
Saracens Group Holdings Limited
Notes to the Group Financial Statements
For the year ended 30 June 2023
Page 20
1
Accounting policies
Company information

Saracens Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is StoneX Stadium, Greenlands Lane, London, United Kingdom, NW4 1RL.

 

The group consists of Saracens Group Holdings Limited and all of its subsidiaries.

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 requirements of the Companies Act 2006.

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 investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the Group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill in the Group financial statements. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment in the parent company financial statements.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Saracens Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 21

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

 

As at 30 June 2023, Saracens Group Holdings Limited had net assets of £8.4m (2022: net assets of £6.2m) which is primarily driven by the capital contribution recognised in the current year on account of fair valuation of interest free shareholder loans.

 

The owners of Saracens Group Holdings Limited (Kimono House Limited and Euroblue Investments Limited) have confirmed their willingness to continue lending to Saracens Group Holdings Limited through the signing of an agreement for an additional £14 million of funding. This will facilitate the continued operations of the group for the period up to June 2025 to meet the cash requirements as outlined in its business plan.

The business plan assumes the continued levels of crowd attendances but were this assumption not to be valid then the directors have contingency plans to reduce the impact on cash flow. Whilst there is some uncertainty over the future structure of the Premiership and there is a challenging general economic environment, both of which could impact the incoming cash flows for the group, the directors are not aware of any other events or conditions beyond the period of their assessment which may cast significant doubt on the group's ability to continue as a going concern.

1.5
Turnover

Turnover represents the amounts derived from ticketing and hospitality sales, merchandise, catering, stadium rental, executive boxes, sponsorship, Premier Rugby central income, RFU funding, non-matchday revenue arising from the sale of eventing and stadium space and other events income, net of value added tax. Turnover is recognised in the period to which it relates, and future income which has been received in advance is shown in the statement of financial position as deferred income.

 

If, at the balance sheet date, completion of contractual obligations is dependent on external factors (and thus outside the control of the group), then revenue is recognised only when the event occurs. In such cases, costs incurred up to the balance sheet date are carried forward as work in progress.

1.6
Intangible fixed assets - goodwill

Negative goodwill represents the amounts arising on the bargain purchase of subsidiaries being the excess of the fair value of underlying net assets acquired over the cost paid for the entities. The negative goodwill is amortised evenly over the period in which the value of the non-monetary assets is expected to be realised beginning in the year of acquisition, ranging from being fully amortised immediately to being amortised over 25 years. In the opinion of the directors, this represents the period over which the negative goodwill is effective.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 22

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful economic lives on the following bases:

Software
4 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Stadium asset
99 or 50 years
Fixtures and fittings
3 to 5 years
Motor vehicles
4 years
Car park
25 years
Stadium equipment
3 to 10 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 23
1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

Saracens Limited is entitled to income from three classes of shares owned in Premier Rugby Limited; permanent 'P' shares, 'A' and 'B' shares. As a founding member of the Premiership, there was no cost associated with the acquisition of 'P', 'A', or 'B' shares. Further details of the basis of valuation of 'P' shares is given in the fixed asset investment note in the financial statements.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of 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). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and 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.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stock

Stock represents branded merchandise, catering stock and goods held for sale at auctions during events, all of which is valued at the lower of cost and net realisable value. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 24

At each reporting date, the group assesses whether stock is impaired or if an impairment loss recognised in prior periods has reversed. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss.

 

Reversals of impairment losses are also recognised in profit or loss.

1.12
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 25
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Tax credits in relation to research and development expenditure are recognised when received.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 26
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
Page 27
1.20
Foreign exchange

Transactions in currencies other than pounds 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.

1.21

Subsidiary audit exemption

The Company’s active subsidiaries MBN Events Group Limited (formerly Premier Team Promotions Limited), UK Investor Show Limited and Saracens Mavericks Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts by virtue of section 479A of the Companies Act 2006.

The parent company has therefore guaranteed all existing liabilities of the above entities and this guarantee will remain in force until those liabilities are settled.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Lease arrangements

In categorising leases as finance leases or operating leases, management makes judgements as to whether the significant risks and rewards of ownership have transferred to the group as a lessee, or to the lessee where the group is a lessor.

Treatment of the stadium asset

The valuation of the stadium is subjective as there is no open market value due to no market of comparable stadiums. Because of this a fair value cannot be measured reliably and as such the asset is held under the historical cost model. The full amount is recognised under tangible fixed assets rather than investment property as it is held for the purpose of earning income through the provision of services rather than rental income, as defined by FRS 102.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 28
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Deferred tax asset

The recoverable amount of the deferred tax asset is based on estimates of taxable profits in the foreseeable future. As such, the carrying value of the deferred tax asset is determined to be £nil. Further details are given in note 23 to the financial statements.

Valuation of 'P' shares

Saracens Limited holds an investment in 'P' shares in Premier Rugby Limited entitling the holder to future income streams. The investment in Premier Rugby Limited is held at the most recent valuation provided by Premier Rugby Limited and in accordance with other clubs in the league as described in note 14.

Treatment of CVC funds

An agreement to sell a significant minority interest in Premiership Rugby Limited (PRL) to certain funds advised or managed by CVC Capital Partners (CVC Funds) was signed on 29 March 2019 and the club received a cash inflow of £12.8m as a result of this transaction. This income is being recognised in profit or loss over 48 months which is in line with the other major commercial contracts entered into by PRL, with amounts relating to future periods being recognised as deferred income, and this has been reflected in note 19.

Amortisation of negative goodwill

Negative goodwill is amortised over the same period assigned to the non-monetary assets it relates to, beginning in the year of acquisition. In the opinion of the directors, this represents the period over which the negative goodwill is effective.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sport related activities
22,345,071
9,631,603
Events activities
2,341,229
1,115,018
Stadium activities
2,361,207
492,697
27,047,507
11,239,318
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
27,047,507
11,239,318
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
3
Turnover and other revenue
(Continued)
Page 29
2023
2022
£
£
Other revenue
Interest income
1,424
30
Research and development tax credit
-
110,595

 

4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
-
1
Depreciation of owned tangible fixed assets
1,174,225
246,967
Amortisation of intangible assets
(32,103)
(237,510)
Impairment of intangible assets
354,779
-
0
Cost of stock recognised as an expense
506,463
433,748
Operating lease charges
1,739,254
523,080
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
22,900
28,500
Audit of the financial statements of the company's subsidiaries
83,670
55,500
106,570
84,000
For other services
Taxation compliance services
7,600
8,575
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 30
6
Employees

The average monthly number of persons (excluding non-remunerated directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Players and coaching staff
119
109
-
-
Administration
85
66
-
-
Total
204
175
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
13,843,641
5,416,960
-
0
-
0
Social security costs
1,665,974
667,736
-
-
Pension costs
237,143
71,896
-
0
-
0
15,746,758
6,156,592
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
307,883
167,808

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022: 0).

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,424
30
Income from fixed asset investments
Income from other fixed asset investments
169,113
145,195
Total income
170,537
145,225
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
8
Interest receivable and similar income
(Continued)
Page 31
2023
2022
£
£

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
1,424
30
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on loans
1,527,346
154,965
Other interest on financial liabilities
380,601
206,691
1,907,947
361,656
Other finance costs:
Other charges
14,187
-
Total finance costs
1,922,139
361,656
10
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
(2,076)
(196,893)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(6,769,358)
(1,390,813)
Expected tax credit based on the standard rate of corporation tax in the UK of 20.50% (2022: 19.00%)
(1,387,718)
(264,254)
Tax effect of expenses that are not deductible in determining taxable profit
25,454
19,571
Unutilised tax losses carried forward
1,362,193
359,096
Depreciation and amortisation
75,241
1,797
Allowances deductible in determining taxable profits
(77,246)
(116,210)
Deferred tax movement due to the change in UK tax rates
-
0
1,053,107
Losses available for offset against future profits
-
(1,250,000)
Taxation credit
(2,076)
(196,893)
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
10
Taxation
(Continued)
Page 32

One of the subsidiaries acquired on 11 February 2022 has carried forward tax losses of approximately £97 million (2022: £92 million) to use in future years (after considering the offset against the revaluation gains as detailed in note 23). The deferred tax asset measured at 25% has not been recognised. On the basis of available evidence, it is more likely than not that there will be no taxable profits in the foreseeable future against which the asset can be recovered.

11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
12
354,779
-
Recognised in:
Administrative expenses
354,779
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the Group Statement of Comprehensive Income.

12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Total
£
£
£
£
Cost
At 1 July 2022
325,635
(3,190,880)
57,504
(2,807,741)
Additions - business combinations
423,451
-
0
-
0
423,451
At 30 June 2023
749,086
(3,190,880)
57,504
(2,384,290)
Amortisation and impairment
At 1 July 2022
12,401
(264,559)
14,648
(237,510)
Amortisation charged for the year
101,236
(151,706)
18,367
(32,103)
Impairment losses
354,779
-
0
-
0
354,779
At 30 June 2023
468,416
(416,265)
33,015
85,166
Carrying amount
At 30 June 2023
280,670
(2,774,615)
24,489
(2,469,456)
At 30 June 2022
313,234
(2,926,321)
42,856
(2,570,231)
The company had no intangible fixed assets at 30 June 2023 or 30 June 2022.
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 33
13
Tangible fixed assets
Group
Assets under construction
Stadium asset
Fixtures and fittings
Motor vehicles
Car park
Stadium equipment
Total
£
£
£
£
£
£
£
Cost
At 1 July 2022 (as restated)
26,207,989
8,962,130
-
24,852
496,961
579,271
36,271,203
Additions
-
0
1,477,018
48,582
-
0
21,182
914,645
2,461,427
Transfers
(26,207,989)
25,239,736
166,954
-
0
-
0
801,299
-
0
At 30 June 2023
-
0
35,678,884
215,536
24,852
518,143
2,295,215
38,732,630
Depreciation and impairment
At 1 July 2022 (as restated)
-
0
189,045
-
2,958
9,855
45,019
246,877
Depreciation charged in the year
-
0
727,219
43,107
7,101
26,914
369,884
1,174,225
At 30 June 2023
-
0
916,264
43,107
10,059
36,769
414,903
1,421,102
Carrying amount
At 30 June 2023
-
0
34,762,620
172,429
14,793
481,374
1,880,312
37,311,528
At 30 June 2022
26,207,989
8,773,085
-
21,894
487,106
534,252
36,024,326
The company had no tangible fixed assets at 30 June 2023 or 30 June 2022.
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 34
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
10,911,060
9,641,059
Investments in associates
-
0
1
-
0
1
Unlisted investments
19,684,787
19,684,787
-
0
-
0
19,684,787
19,684,788
10,911,060
9,641,060

£17,551,780 (2022: £17,551,780) of the above unlisted investments relates to an investment in Premiership Rugby Limited ("PRL").

 

In line with other shareholding clubs, Saracens Limited holds this investment at the most recent valuation provided by PRL which based on the income stream into perpetuity, discounted at a rate of 8%. There is a fixed charge registered in relation to these shares.

 

Saracens Limited also holds, along with the CVC funds, an additional minority shareholding in PRL of £2,133,007 (2022: £2,133,007). The investment is held at its fair market value, which is considered to be £2,133,007 (2022: £2,133,007).

Movements in fixed asset investments
Group
Shares in associates
Other investments
Total
£
£
£
Cost or valuation
At 1 July 2022
1
19,684,787
19,684,788
Disposals
(1)
-
(1)
At 30 June 2023
-
19,684,787
19,684,787
Carrying amount
At 30 June 2023
-
19,684,787
19,684,787
At 30 June 2022
1
19,684,787
19,684,788
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
14
Fixed asset investments
(Continued)
Page 35
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
£
Cost or valuation
At 1 July 2022
9,641,060
Additions
1,270,000
At 30 June 2023
10,911,060
Carrying amount
At 30 June 2023
10,911,060
At 30 June 2022
9,641,060
15
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of shares held
% Held
Direct
Indirect
Saracens Limited
United Kingdom
Sports club
Ordinary
99
-
Saracens Copthall LLP
United Kingdom
Stadium asset
Members capital
99
1
MBN Events Group Limited
United Kingdom
Events company
Ordinary
100
-
UK Investor Show Limited
United Kingdom
Events company
Ordinary
100
-
Saracens Mavericks Limited
United Kingdom
Sports club
Ordinary
75
-

In January 2023, Saracens Group Holdings acquired a further 25% of the share capital of Saracens Mavericks Limited meaning it is now included in the consolidated financial statements as a subsidiary (2022: associate).

16
Stock
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
154,441
196,619
-
0
-
0
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 36
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,432,971
3,454,978
-
0
-
0
Amounts owed by group undertakings
-
-
245,000
245,000
Other debtors
65,643
374,400
-
0
-
0
Prepayments and accrued income
1,200,672
752,182
-
0
-
0
4,699,286
4,581,560
245,000
245,000
18
Current asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Listed investments
11,402
20,242
-
-
19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
21
420,635
361,096
-
0
-
0
Trade creditors
2,329,766
3,598,774
-
0
-
0
Other taxation and social security
1,969,119
1,061,563
-
-
Other creditors
459,624
367,233
-
0
-
0
Accruals and deferred income
7,187,652
9,719,781
-
0
-
0
12,366,796
15,108,447
-
0
-
0

Included in the above deferred income balance is an amount of £nil (2022: £2,349,832) that relates to the CVC deal signed on 29 March 2019 where Saracens Limited received a cash inflow of £12.8m and this was being recognised over 48 months.

20
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
21
29,654,210
29,883,893
-
0
-
0
Deferred income
681,968
-
0
-
0
-
0
Other creditors
9,237,249
10,671,692
9,237,249
10,671,692
39,573,427
40,555,585
9,237,249
10,671,692
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
20
Creditors: amounts falling due after more than one year
(Continued)
Page 37

Other creditors relate to loans received from shareholders. Under the initial investment agreement these amounts are initially recognised as repayable in 2026. An interest rate of 6% per annum has been applied to the loans based on the rate charged on other borrowings. On the subsequent completion date these loans are then converted to loan notes payable in 2052 which do not carry an interest charge.

21
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
30,074,845
30,244,989
-
0
-
0
Payable within one year
420,635
361,096
-
0
-
0
Payable after one year
29,654,210
29,883,893
-
0
-
0

Included within other loans is £22,927,420 (2022: £23,290,322) in relation to the loan secured by a first and second fixed and floating charges over the land and property at Copthall Playing Fields, Greenlands Lane, London NW4 1RL and fixed plant and machinery. The loan amount includes the long-term portion of total drawndown amounts as at 30 June 2023, repayable in instalments from 1 July 2023, on which interest is charged and rolled-up into the loan balance at 6.0%.

 

A further £7,090,147 (2022: £6,954,667) relates to a DCMS loan under the government scheme, which attracts interest of 2% per annum. The first repayment date is 30 September 2024 and the last repayment date is 31 March 2038.

 

The remaining amount of £57,278 relates to bank and other loans.

22
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Other provisions
116,344
-
-
-
Movements on provisions:
Group
£
Additional provisions in the year
116,344
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 38
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Valuation of unlisted investments
3,137,945
3,140,021
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 July 2022
3,140,021
-
Credit to profit or loss
(2,076)
-
Liability at 30 June 2023
3,137,945
-

Of the above deferred tax liability of £3,137,945 is not expected to reverse with 12 months of the reporting date. The deferred tax liability is a provision which would only become payable if the group was to sell its unlisted investment, which is currently held at £17,551,780, in Premier Rugby Limited. Given this investment is intrinsically linked to the existence of the Premiership league, this liability is extremely unlikely to become payable.

 

Unrecognised deferred tax assets, to the extent that they cannot be offset against the unlisted investment noted above, are shown in note 10 to the financial statements.

24
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
237,143
71,896

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 39
25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
7,100,000
7,100,000
7,100,000
7,100,000

All shares hold equal voting rights.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
816,265
713,750
-
-
Between two and five years
1,241,931
1,785,285
-
-
2,058,196
2,499,035
-
-

 

27
Financial commitments, guarantees and contingent liabilities

A HMRC enquiry into prior year R&D claims remains open at the date of approval of the financial statements. The directors are complying with HMRC's checks and are using professional advisors as appropriate. The directors' best estimate of any potential reduction to the R&D claims has been included in the financial statements.

28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
227,080
167,808
Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
28
Related party transactions
(Continued)
Page 40

The following amounts were outstanding at the reporting date:

Amounts due from related parties
2023
2023
2023
Balance
Provision
Net
£
£
£
Company
Saracens Limited
12,360,000
12,360,000
-
MBN Events Group Limited (formerly Premier Team Promotions Limited)
245,000
-
245,000
2022
2022
2022
Balance
Provision
Net
£
£
£
Company
Saracens Limited
5,610,000
5,610,000
-
MBN Events Group Limited (formerly Premier Team Promotions Limited)
245,000
-
245,000

 

29
Controlling party

The ultimate parent company is Kimono House Limited, a company incorporated in the UK. The registered office of Kimono House Limited is Bank House, 81 St Judes Road, Englefield Green, United Kingdom, TW20 0DF.

Saracens Group Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2023
Page 41
30
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(6,767,282)
(1,193,920)
Adjustments for:
Taxation credited
(2,076)
(196,893)
Finance costs
1,922,139
361,656
Investment income
(170,537)
(145,225)
Amortisation and impairment of intangible assets
322,676
(237,510)
Depreciation and impairment of tangible fixed assets
1,174,225
246,967
Other gains and losses
8,790
25,312
Increase in provisions
116,344
-
Movements in working capital:
Decrease in stock
42,178
62,432
Decrease/(increase) in debtors
51,793
(295,874)
Decrease in creditors
(2,626,857)
(6,890,203)
Cash absorbed by operations
(5,928,607)
(8,263,258)
31
Analysis of changes in net debt - group
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
7,046,731
(2,893,981)
4,152,750
Borrowings excluding loan notes
(30,244,989)
170,144
(30,074,845)
Shareholder loan notes
(10,671,692)
(6,765,809)
(17,437,501)
(33,869,950)
(9,489,646)
(43,359,596)
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