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Registered number: SC483981













LIONEL MIDCO LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 
LIONEL MIDCO LIMITED
 

COMPANY INFORMATION


Directors
K W Nelson 
J A Wilson 




Company secretary
Burness Paull LLP



Registered number
SC483981



Registered office
2 Marischal Square
Broad Street

Aberdeen

AB10 1DQ




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
LIONEL MIDCO LIMITED
 

CONTENTS



Page
Strategic report
 
1
Directors' report
 
2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Statement of comprehensive income
 
8
Statement of financial position
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 18


 
LIONEL MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
Lionel Midco Limited is part of Rigmar Group (Holdings) Limited ("the group") which was incorporated on 8 August 2014 with the aim of providing market leading technical services for  marine operations and asset integrity. The Group has continued to extend  its offering of technical services across assets classes and geographies focusing on extending the asset life and operational uptime of clients' assets. The company's principal activity is that of a centralised management company.
On 8 September 2023, the company sold the investment in Interocean Group Services Limited ("Formerly known as Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished. As a result, the directors intend to wind up the company. 

Business review
 
The Group's financial performance  was significantly impacted by the COVID 19 pandemic with a number of projects delayed until restrictions could be lifted, however, it continued to trade, albeit at a reduced level of activity with a view to taking advantage of future opportunities and has been able to add to its asset base during 2022 to utilise new technology and reduce operating costs. 

Principal risks and uncertainties
 
The principal business risks and uncertainties affecting the company are considered to relate to competition from similar business, activity levels within the oil and gas sector and the volatility in the oil price.

Financial key performance indicators
 
The directors monitor turnover and profitability as key performance indicators. The directors believe the profit and loss account presented gives sufficient information to assess performance.


This report was approved by the board and signed on its behalf.



................................................
K W Nelson
Director

Date: 4 August 2024

Page 1
 

 
LIONEL MIDCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Results and dividends

The loss for the year, after taxation, amounted to £14,292,040 (2021 - loss £23,556,028).

The directors do not propose payment of a dividend (2021 - £NIL).

Directors

The directors who served during the year were:

W R Donaldson (resigned 15 February 2024)
K W Nelson 
J A Wilson 

Future developments and post balance sheet events

On 8 September 2023, the company sold the investment in  Interocean Group Services Limited ("Formerly known as Lionel Bidco Limited") and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished. As a result, the directors intend to wind up the company. 

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
K W Nelson
Director

Date: 4 August 2024

Page 2
 

 
LIONEL MIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the Strategic report, the Directors' 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 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 of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3
 

 
LIONEL MIDCO LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIONEL MIDCO LIMITED
 

Opinion


We have audited the financial statements of Lionel Midco Limited (the 'company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Emphasis of matter


We draw attention to note 2.4 in the financial statements, which indicates that subsequent to the year end, the directors intend to wind up the company after the sale of its investment in subsidiary companies. As stated in note 2.4, the directors have considered all the assets and liabilities at the balance sheet date and have adjusted the year end balances to reflect the amounts which they believe are irrecoverable.


Our opinion is not modified in respect of this matter.


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.


Page 4
 

 
LIONEL MIDCO LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIONEL MIDCO LIMITED (CONTINUED)

Opinion 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 the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its 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:


adequate accounting records have not been kept, 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 5
 

 
LIONEL MIDCO LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIONEL MIDCO LIMITED (CONTINUED)

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.


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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. 
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

Management override of controls to manipulate the company’s key performance indicators to meet target
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading

Our audit procedures to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness
Enquiries of management about litigation and claims and inspection of relevant correspondence
Analytical procedures to identify any unusual or unexpected trends or relationship
Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.


Page 6
 

 
LIONEL MIDCO LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIONEL MIDCO LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Pirrie (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

7 August 2024
Page 7
 

 
LIONEL MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Amounts written off investments
  
(14,292,040)
(23,556,028)

Interest receivable and similar income
 5 
315,676
315,676

Interest payable and expenses
 6 
(315,676)
(315,676)

Loss for the financial year
  
(14,292,040)
(23,556,028)

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 11 to 18 form part of these financial statements.

Page 8
 

 
LIONEL MIDCO LIMITED

REGISTERED NUMBER:SC483981

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 7 
1
1

  
1
1

  

Creditors: amounts falling due within one year
 8 
(7,143)
-

Net current (liabilities)/assets
  
 
 
(7,143)
 
 
-

Total assets less current liabilities
  
(7,142)
1

Creditors: amounts falling due after more than one year
 9 
(26,877,236)
(12,592,339)

  

Net liabilities
  
(26,884,378)
(12,592,338)


Capital and reserves
  

Called up share capital 
 10 
10,964
10,964

Share premium account
  
10,952,726
10,952,726

Profit and loss account
  
(37,848,068)
(23,556,028)

  
(26,884,378)
(12,592,338)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 August 2024.




................................................
K W Nelson
Director

The notes on pages 11 to 18 form part of these financial statements.

Page 9
 

 
LIONEL MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
10,964
10,952,726
-
10,963,690



Loss for the year
-
-
(23,556,028)
(23,556,028)



At 1 January 2022
10,964
10,952,726
(23,556,028)
(12,592,338)



Loss for the year
-
-
(14,292,040)
(14,292,040)


At 31 December 2022
10,964
10,952,726
(37,848,068)
(26,884,378)


The notes on pages 11 to 18 form part of these financial statements.

Page 10
 

 
LIONEL MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Lionel Midco Limited is a company incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, Scotland, AB10 1DQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom 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 management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Rigmar Group (Holdings) Limited as at 31 December 2022 and these financial statements may be obtained from 2 Marischal Square, Broad Street, Aberdeen, Scotland, AB10 1DQ..

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 11
 

 
LIONEL MIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Going concern

On 8 September 2023, the company sold the investment in  Interocean Group Services Limited ("Formerly known as Lionel Bidco Limited") and all of its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished. As a result, the directors intend to wind up the company.
The directors have considered the carrying value of all the assets and liabilities at the balance sheet date and have adjusted the year end balances to reflect the amounts which they believe are recoverable. Given the circumstances set out, the directors consider the balance sheet to represent an accurate picture of the company's financial position and that no further adjustments are required in this respect. 

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

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.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Debtors

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.

 
2.9

Creditors

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.

 
2.10

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried
Page 12
 

 
LIONEL MIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.10
Financial instruments (continued)

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 company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

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.

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 company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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 company 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 company will continue to recognise the value of the portion of the risks and rewards retained.
 
Page 13
 

 
LIONEL MIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.10
Financial instruments (continued)


Derecognition of financial liabilities

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


3.


Auditor's remuneration

The company's audit fee is borne by another group company.





The company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent company.


4.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Directors
3
4

Remuneration paid to the directors and key management during the period was borne by another group company. It is not practical to apportion these costs to the company.


5.


Interest receivable

2022
2021
£
£


Interest receivable from group companies
315,676
315,676


6.


Interest payable and similar expenses

2022
2021
£
£


Loans from group undertakings
315,676
315,676

Page 14
 

 
LIONEL MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
10,963,690


Additions
14,292,040



At 31 December 2022

25,255,730



Impairment


At 1 January 2022
10,963,689


Charge for the period
14,292,040



At 31 December 2022

25,255,729



Net book value



At 31 December 2022
1



At 31 December 2021
1

Page 15
 

 
LIONEL MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Principal activity

Class of shares

Holding

Interocean Group Services (formerly Lionel Bidco Limited)
Management company
Ordinary
100%
Rigmar Services Limited
Supply of engineering works and non-destructive testing on oil rigs
Ordinary
100%
Interocean Marine Services Limited
Marine consultancy and offshore services to the worldwide oil and gas renewables market
Ordinary
100%
Rigmar Fabrication Limited
In liquidation
Ordinary
100%
Interocean Marine Services (Canada) Incorporated
Marine consultancy and offshore services to the worldwide oil and gas renewables market
Ordinary
100%
Rigmar Middle East Oil Field Services L.L.C
Consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%
Rigmar Marine Consultancy DMCC
Marine consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%
Terraocean Limited
Renewables company
Ordinary
100%
Sphere Offshore Solutions Inc
Consultancy and offshore services to the worldwide oil and gas market
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Interocean Group Services (formerly Lionel Bidco Limited)
5,383,988
-

Rigmar Services Limited
(14,933,817)
(828,971)

Interocean Marine Services Limited
2,461,606
(614,746)

Rigmar Fabrication Limited
(260,638)
-

Interocean Marine Services (Canada) Incorporated
(194,828)
(1,052)

Rigmar Middle East Oil Field Services L.L.C
(1,348)
(168,183)

Rigmar Marine Consultancy DMCC
(406,154)
(138,936)

Terraocean Limited
(679,104)
(684,474)

Sphere Offshore Solutions Inc
(30,802)
(56,802)

All investments in subsidiaries are held via  Interocean Group Services Limited ("Formerly known as Lionel Bidco Limited").. 

Page 16
 

 
LIONEL MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Creditors: Amounts falling due within one year

2022
2021
£
£

Amounts owed to group undertakings
4,143
-

Accruals and deferred income
3,000
-

7,143
-



9.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Amounts owed to group undertakings
26,877,236
12,592,339

26,877,236
12,592,339


The amounts due to and from group undertakings relate to unsecured intercompany loan notes.  Interest is charged at 5% per annum.  The loan notes were repayable at par on 31 December 2021.  These loan notes are subject to an inter creditor agreement between the loan lender and group companies, the terms of which prevent any repayment of loan notes if such payment would constitute a breach of the terms of the inter creditor agreement.

On 8 September 2023, the company sold the investment in Interocean Group Services Limited and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished. As a result, the directors intend to wind up the company. 


10.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



10,964 (2021 - 10,964) Ordinary shares of £1.00 each
10,964
10,964


Page 17
 

 
LIONEL MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Securities

The company had provided a cross guarantee to Interocean Group Services Limited (formerly Lionel Bidco Limited), Rigmar Services Limited, Interocean Marine Services Limited and Rigmar Fabrication Limited which is supported by a bond and floating charge over all assets of the group in respect of indebtedness under the group funding facilities. 
As at 31 December 2022 the total indebtedness in respect of this guarantee was £6,925,604 (2021 - £6,925,604).
The company had provided a second ranking floating charge over all assets of the group in respect of the indebtedness under the £1,525,000 of convertible loan notes issued during 2016 and 2017.
The guarantees were extinguished as part of the group restructure on 8 September 2023. 


12.


Related party transactions

Control
Throughout the year the company was controlled by the directors.
Transactions
The company has taken advantage of FRS 102 section 33 paragraph (a), which allows exemption from disclosure of related party transactions with other group companies.


13.


Post balance sheet events

On 8 September 2023, the company sold the investment in Interocean Group Services Limited (formerly Lionel Bidco Limited) and all its underlying subsidiaries for £1 consideration to Interocean Holdings Limited, a connected party. Prior to the sale transaction, all related party balances and loan balances were written off and the security on the loans extinguished. As a result, the directors intend to wind up the company. 


14.


Controlling party

The company's ultimate parent company is Rigmar Group (Holdings) Limited, a company incorporated in Scotland.
The largest and smallest group that the results of the company are consolidated is Rigmar Group (Holdings) Limited. A copy of their financial statements can be obtained from the Companies House website.

Page 18