Proximity Data Centres Limited
Registered number: 11665082
Annual report and consolidated
financial statements
For the period ended 31 December 2023
|
PROXIMITY DATA CENTRES LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROXIMITY DATA CENTRES LIMITED
CONTENTS
|
|
|
|
|
|
Independent Auditors' Report
|
|
Consolidated Statement of Comprehensive Income
|
|
Consolidated Statement of Financial Position
|
|
Company Statement of Financial Position
|
|
Consolidated Statement of Changes in Equity
|
|
Company Statement of Changes in Equity
|
|
Consolidated Statement of Cash Flows
|
|
Notes to the Financial Statements
|
|
|
PROXIMITY DATA CENTRES LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their Strategic Report for the financial year ended 31 December 2023.
Proximity Data Centres Limited (the “Company”) is wholly owed by Edge Data Centres Holdings Limited (“Holdings”). During the year, Holdings was acquired by nLighten UK Limited ("nLighten UK"), who now hold 100% of the equity of Holdings. The acquisition of Holdings, and through that, the Company, has not changed the purpose of Holdings or the Company, although it has seen a substantial investment, and future planned investment, into the already substantial assets of the Company. The principal activity of the Company remains the provision of colocation data centre services through its portfolio of regional edge data centres throughout the UK.
Now part of a larger pan-European regional data centre provider, the Company remains the group parent company for the Proximity Data Centres Group (the “Group), a dynamic and fast growing group of data centre operating companies across the UK.
With the new investment and a keen strategy of growth, the nLighten group plan to upgrade and grow the capacity of the Company's UK portfolio as well as adding new strategic sites when the right opportunities arise.
During the year a volatile power supply and price market has created complexity for the Group, in common with many companies that have a high power demand. The second half of 2023 saw improved stability and lower prices, both of which enabled greater customer interest and the Company believes that its power strategy has now created a solid platform for competitive service provision in the coming years. During the year the Company also invested in its first roof-top solar farm on our data centre in Milton Keynes. This has been a great success and the solar array is now providing our own carbon-free power generation in tandem with our renewable power from our suppliers through the National Grid.
The Company sees being part of the nLighten group as a highly positive change in the year, and one which enables the Company to grow and develop substantially in the coming years.
Finally, this report and the trading results and financial status of the Company represent a shortened trading period of 1 March 2023 to 31 December 2023. Accordingly, comparatives have not been provided within this Strategic Report to avoid confusion.
Revenue
The Group has augmented its previous twin growth strategies of expanding the portfolio and growing sales revenues within each data centre with a third strategy of upgrading each data centre in terms of engineering and environmental capabilities. All of the above are targeted to drive revenue growth in 2024 and 2025.
The period to end 2023 as been one of consolidation and planning for the future, with a major re-structure and focus on facility improvement and new customer engagement during 2024. Consequently, the Group has seen a slow down in sales activities during the period to end December 2023 whilst a new sales team was recruited and trained. Sales activity in 2024 has already increased significantly and is expected to continue to grow throughout the year.
- 1 -
|
PROXIMITY DATA CENTRES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Principal risks and uncertainties
|
As with the previous year, the Group continued with an increase in customer numbers, spreading risk across a larger revenue profile. In addition to the strong covenant provided by our larger customers, due to the strong covenant of many of our larger customers, business failure and bad debt are not perceived to be substantial risks for the Group.
The power volatility risk identified in last year's annual accounts report persists. Global power instability, although improved, remains a concern. To help manage this risk, the Group have agreed a new power supply contract which provides stability for our customers through being able to fix lower priced, sustainably resourced power through hedging advance power requirements.
Financial key performance indicators
|
Credit Risk
The Group has now established good credit ratings across all credit agencies and perceives the risk to any operations from the denial of credit as being negligible. The customer base is made up of established clients with a good covenant strength and with the majority of our charges being billed in advance, bad debt is kept to a minimum.
Liquidity and Cash flow
The Group finances its operations through operationally generated cash as well as loans from our long term banking facility provider, for acquisitions and capital projects. As part of the nLighten Group, we are progressing through a transitional period of investment and re-structuring with operational and capital funding from nLighten enabling a sound and predictable platform. Detailed cash flow forecasting coupled with good cash collection rates continue to underpin the business.
The business has 5 key cost drivers. Power, employment costs, property rates, maintenance support & security costs and financing interest. Annual reviews of all Group supplier contracts are undertaken to ensure that the best value service is being provided, with the Commercial Team being expanded during the year to assist in this process. Power contracts remain the largest cost driver in the business.
Professionally qualified and experienced employees are responsible for cash flow and debt collection which is monitored and reported on by data centre and customer.
- 2 -
|
PROXIMITY DATA CENTRES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group has seen a significant milestone in its progression in the ten month period to end December 2023. new significant funding has meant that the Group can look forward with great confidence, with development plans secured.
Becoming part of the pan-European nLighten Group, funded by I Squared Capital, on 1 September 2023, is a step change for the Group. The Group’s existing and original funder (the Intermediate Capital Group) continues to invest in the Group, through its existing debt facility and the combined resources of ICG and ISquared, channelled through nLighten, will underpin and enable the Group’s growth plans for the coming years.
This report was approved by the board on 1 August 2024 and signed on its behalf.
- 3 -
|
PROXIMITY DATA CENTRES LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
Directors' responsibilities statement
|
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £19,939,024 (2023 - loss £1,739,373).
During the period dividends amounting to £Nil were declared (February 2023 - £Nil).
The directors who served during the period were:
|
R M S Milne (resigned 1 September 2023)
|
R J L Weir (resigned 1 September 2023)
|
|
Going concern
These financial statements have been prepared on a going concern basis as the Directors have not identified any material uncertainties or events that may cast doubt about the ability of the Group to continue as a going concern. Further, the parent company of the Group will finance the Group's working capital through loans through the Parent Company, as and when required.
- 4 -
|
PROXIMITY DATA CENTRES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Economic impact of global events
|
UK businesses are currently facing many uncertainties such as the consequences of Brexit, Covid 19, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
|
There have been no significant post balance sheet events.
The auditors, Dux Advisory Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 1 August 2024 and signed on its behalf.
- 5 -
|
PROXIMITY DATA CENTRES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXIMITY DATA CENTRES LIMITED
Opinion
We have audited the financial statements of Proximity Data Centres Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cashflows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group's and Parent Company’s affairs as at 31 December 2023 and of the Group's loss for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 the 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.
- 6 -
|
PROXIMITY DATA CENTRES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXIMITY DATA CENTRES LIMITED
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
- 7 -
|
PROXIMITY DATA CENTRES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXIMITY DATA CENTRES LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 intend either to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• Identifying and assessing the controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• Challenging assumptions and judgments made by management in its significant accounting estimates and judgments.
• Identifying and testing journal entries, in particular journal entries posted with unusual account combinations; and
• Assessing the extent of compliance with the relevant laws and regulations.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 collusions.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
- 8 -
|
PROXIMITY DATA CENTRES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROXIMITY DATA CENTRES LIMITED
Use of the audit report
This report is made solely to the Parent 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 so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Bianca Permal (FCA) (Senior Statutory Auditor)
for and on behalf of
Dux Advisory Limited
Chartered Accountants and Statutory Auditor
Kennel Club House
Gatehouse Way
Aylesbury
Buckinghamshire
HP19 8DB
2 August 2024
- 9 -
|
PROXIMITY DATA CENTRES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exceptional administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial period
|
|
|
|
There were no recognised gains and losses for the period ended 31 December 2023 or the year ended 28 February 2023 other than those included in the consolidated statement of comprehensive income.
|
There was no other comprehensive income for the year ended 31 December 2023 (28 February 2023: £NIL).
|
The notes on pages 18 to 41 form part of these financial statements.
|
- 10 -
|
PROXIMITY DATA CENTRES LIMITED
REGISTERED NUMBER: 11665082
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 August 2024.
The notes on pages 18 to 41 form part of these financial statements.
- 11 -
|
PROXIMITY DATA CENTRES LIMITED
REGISTERED NUMBER: 11665082
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 12 -
|
PROXIMITY DATA CENTRES LIMITED
REGISTERED NUMBER: 11665082
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the period ended 31 December 2023 was £11,925,000 (28 February 2023: £33,232 profit).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 August 2024.
The notes on pages 18 to 41 form part of these financial statements.
- 13 -
|
PROXIMITY DATA CENTRES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 41 form part of these financial statements.
|
- 14 -
|
PROXIMITY DATA CENTRES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 18 to 41 form part of these financial statements.
|
- 15 -
|
PROXIMITY DATA CENTRES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
10 month
period
ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
Loss for the financial period
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Impairments of fixed assets
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
Decrease/(increase) in debtors
|
|
|
(Decrease)/increase in creditors
|
|
|
(Decrease)/increase in amounts owed to groups
|
|
|
Corporation tax (paid)/received
|
|
|
Net cash generated from operating activities
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
|
|
|
Net cash from investing activities
|
|
|
- 16 -
|
PROXIMITY DATA CENTRES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
Cash and cash equivalents at the end of period
|
|
|
|
|
|
Cash and cash equivalents at the end of period comprise:
|
|
|
|
|
|
|
|
|
|
|
|
- 17 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Proximity Data Centres Limited ("the Group") is a private limited Company, limited by shares and incorporated in England and Wales, registered number 11665082. The address of the registered office is Proximity House Unit 2, Chester Gates, Dunkirk, Chester, England, CH1 6LT.
The principal activity of the Group is computer facilities management activities. The Group rent server space to the market through data centres that varies in sizes from site to site. Each individual data centre is held in a subsidiary company of the Group. The actual servers are owned by the customers and not by the Group, however, the storage equipment is owned by the Group.
These financial statements have been presented for a 10 month period to 31 December 2023, to align the Company's year end date with its Parent Company. The prior year information is therefore not directly comparable.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
Parent Company disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
∙No Statement of Cash Flows has been presented for the parent Company;
∙Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and
∙No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.
The following principal accounting policies have been applied:
- 18 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
These financial statements have been prepared on a going concern basis as the Directors have not identified any material uncertainties or events that may cast doubt about the ability of the Group to continue as a going concern. Further, the parent company of the Group will finance the Group's working capital through loans through the Parent Company, as and when required.
- 19 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest pound.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
- 20 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
- 21 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
- 22 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following basis.
Depreciation is provided on the following basis:
|
|
|
|
|
|
2% straight line (see note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 23 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 24 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 25 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Financial instruments (continued)
|
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 26 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
Critical judgments in applying the Group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
(i) Determining useful economic lives of tangible fixed assets
The Group depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on variety of factors, including technological innovation, product life cycles and maintenance programmes.
The judgment is applied by management when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.
The directors have estimated the residual value of Freehold property and concluded the residual value is greater than the cost of the Freehold property, therefore no depreciation has been charged.
(ii) Recoverability of debtors
The Group establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the aging of the debtors, past experience of recoverability, and the credit profile of individual or groups of customers.
The whole of the turnover is attributable to the principal activity of the Group.
|
All turnover arose within the United Kingdom.
|
- 27 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating (loss)/profit is stated after charging:
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the period, the Group obtained the following services from the Company's auditors:
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements.
|
|
|
- 28 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
Staff costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the period was as follows:
|
|
Interest payable and similar expenses
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loan interest payable
|
|
|
- 29 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities
|
|
|
- 30 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
10.Taxation (continued)
|
Factors affecting tax charge for the period/year
|
|
The tax assessed for the period/year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24.39% (2023 - 19%). The differences are explained below:
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.39% (2023 - 19%)
|
|
|
|
|
|
|
|
Non-tax deductible amortisation of goodwill and impairment
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
|
|
|
|
Remeasurement of deferred tax for changes in tax rates
|
|
|
|
Deferred tax asset not recognised
|
|
|
|
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
|
|
|
|
Total tax charge for the period/year
|
|
|
|
Factors that may affect future tax charges
|
From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
- 31 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
10 month period ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees on financing restructure
|
|
|
|
Included within the total above is an amount of £917,141 which, at the time of preparing these financial statements, is deemed likely to be payable in respect of final fees on the financing restructure, pending finalisation post year end.
|
- 32 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers between classes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 33 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 34 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
Proximity Data Centres (Bridgend) Limited
|
|
|
|
Proximity Data Centres (Wakefield) Limited
|
|
|
|
Proximity Data Centres (Nottingham) Limited
|
|
|
|
Technical Real Estate Normanton Limited
|
|
|
|
Proximity Data Centres (Liverpool) Limited
|
|
|
|
Proximity Data Centres (Chester) Limited
|
|
|
|
Proximity Data Centres (MK) Limited
|
|
|
|
Proximity Data Centres Operations Limited
|
|
|
|
Proximity Data Centres (Swindon) Limited
|
|
|
|
Proximity Data Centres (Birmingham) Limited
|
|
|
|
|
|
|
|
Proximity Data Centres (Bristol) Limited
|
|
|
|
Nuco Technologies Limited
|
|
|
|
The registered office of all subsidiaries excluding Sentrum (Rugby) Limited is Proximity House, Unit 2, Chester Gates, Chester, England, CH1 6LT. The registered office of Sentrum (Rugby) Limited is PO BOX 145, Level 6, 10a Prospect Hill, Douglas, Isle Of Man, IM99 1FY.
All subsidiary undertakings of the Company listed above were exempt from the requirements relating to the audit of individual financial statements by virtue of Section 479A of Companies Act 2006.
|
- 35 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Due after more than one year
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group companies are unsecured and interest free.
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 36 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group companies are unsecured and interest free.
Included within accruals is an amount of £917,141, which the parent company has confirmed it will meet via further investment post year end.
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 9 March 2020 and 12 November 2020, ICG - Longbow Investment No. 5 S.A.R.L created a fixed and floating charge over the undertaking of all property and assets present and future of Proximity Data Centres Limited.
Intercompany loan notes to the parent company are 12% redeemable loan notes.
|
- 37 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
Arising on business combinations
|
|
|
|
|
|
|
- 38 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
20.Deferred taxation (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
|
Short term timing difference
|
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
22,970,498 (2023 - 200) Ordinary A shares of £1.00 each
|
|
|
|
|
1 (2023 - nil) Ordinary B share of £1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
On 1 September 2023, the Company issued 17,831,419 Ordinary A shares at par value.
On 8 September 2023, the Company issued an additional 5,138,880 Ordinary A shares at par value.
Post year end, on 31 January 2024, the Company issued 2,572,500 Ordinary A shares at par value. On 3 May 2024, the Company issued an additional 3,461,518 Ordinary A shares at par value.
- 39 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Revaluation reserve
This reserve represents the acquired revaluation reserve from the acquisition of Nuco Technologies Limited in the year ended 28 February 2023.
Profit & loss account
This reserve represents cumulative profits and losses less dividends declared.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £149,459 (2023: £263,286). Contributions totalling £16,159 (28 February 2023: £32,563) were payable to the fund at the Statement of Financial Position date and are included in creditors.
|
Related party transactions
|
|
The Company has taken advantage of the exemption conferred by FRS102 paragraph 33.1A and has not disclosed transactions and outstanding balances with its fellow subsidiary undertakings on the basis that all the relevant companies are directly or indirectly wholly owned.
The Company had balances due to Edge Data Centres Holdings Limited that were unsecured and interest free amounting to £1,291,739 (28 February 2023: £1,488,644).
|
|
Post balance sheet events
|
There have been no significant post balance sheet events.
- 40 -
|
PROXIMITY DATA CENTRES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
As at the year end, the immediate parent company is Edge Data Centres Holdings Limited, a company registered in England and Wales under company number 12406453, its registered address being Proximity House Unit 2, Chester Gates, Dunkirk, Chester, CH1 6LT. The largest group in which the Company is consolidated is nLighten UK Topco Limited, a company registered in England and Wales under company number 14348462, its registered address being 1 Bartholomew Lane, London, EC2N 2AX.
The ultimate controlling party is I Squared Capital Advisors (US) LLC, a company registered in the US.
- 41 -
|