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Registered number: OC424059










FREEMENS COMMON VILLAGE LLP










FINANCIAL STATEMENTS

For the Year Ended 28 February 2024

 
FREEMENS COMMON VILLAGE LLP
 

INFORMATION




Designated Members

Equitix V Primary Infrastructure (Leicester) LP
UOL FC Limited
Leicester Educational Investments Limited

LLP registered number

OC424059

Registered office

200 3rd Floor EMS
Aldersgate Street
London
EC1A 4HD

Independent auditors

Ryecroft Glenton
Chartered Accountants and Statutory Auditors
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP


 
FREEMENS COMMON VILLAGE LLP
 

CONTENTS



Page
Members' Report
 
1 - 2
Members' Responsibilities Statement
 
3
Independent Auditors' Report
 
4 - 7
Statement of Comprehensive Income
 
8
Balance Sheet
 
9 - 10
Reconciliation of Members' Interests
 
11
Notes to the Financial Statements
 
12 - 25

 
FREEMENS COMMON VILLAGE LLP
 
  
MEMBERS' REPORT
For the Year Ended 28 February 2024

The members present their annual report together with the audited financial statements of Freemens Common Village LLP (the "LLP") for the period ended 28 February 2024
 

Principal activities
 
 
The LLP was incorporated on 10 September 2018 and construction commenced on 2 August 2019.  The principal activity of the LLP is to provide finance, design, build and manage student accommodation for the University of Leicester, for a period of 53 years from August 2019 to August 2072, being the concession end date. Trading partially commenced in September 2021, with the remaining trade commencing in September 2022 when construction reached practical completion.
 
 
Designated Members
 
 
Equitix V Primary Infrastructure (Leicester) LP, UOL FC Limited and Leicester Educational Investments Limited were designated members of the LLP during the year.
 

 
Members' capital and interests
 
 
Each member's subscription to the capital of the LLP is determined by their share of the profit and is repayable following retirement from the LLP.
 
 
Details of changes in members' capital in the period ended 28 February 2024 are set out in the financial statements.
 
 
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares, subject to the cash requirements of the business.
 

Going Concern
 
 
The members have reviewed the future liquidity requirements and have considered the cash flow forecasts of the LLP. The LLP produces long-term financial forecasts which show the LLP is able to operate and meet its financial obligations as they fall due, including compliance with covenants attached to its debt instruments, for a period of at least 12 months from the date of approval of the financial statements. Based on this review and the future business prospects of the LLP, the members believe the LLP will be able to meet its liabilities as they fall due.
In the annual review of the LLP's going concern, the members have considered the long term impact of the current macroeconomic conditions of high inflation and rising interest rates and with mitigations in place with the RPI linked interest rate bond and 5% cap on RPI have duly concluded that there has been no material impact. All rent payments have been received during this period, and there are no indications from any channel that this will not continue, therefore the members do not believe that there is any material risk to income or cashflows. 
The LLP is financed by a secured bond and has entered into long-term contracts with its main customer and key sub-contractors. The cashflows associated with the bond are set out in the financial model and are fixed, albeit adjusted for RPI inflationary uplifts annually. The effect of the index-linked bond has been fully forecast within the underlying financial model.
Page 1

 
FREEMENS COMMON VILLAGE LLP
 
 
MEMBERS' REPORT (CONTINUED)
For the Year Ended 28 February 2024
 
 
Revenue cashflows are not contractually fixed after the second year of the project's operational phase, such that the LLP becomes exposed to risk associated with the level of occupancy of the asset. As part of the contractual nomination agreement, the University have guaranteed full occupancy at the agreed rates for the first two years of operation. There is therefore limited exposure to this cashflow risk with the 12 months from sign-off with fixed revenue cashflows expected to end in August 2024. 
The members have committed to carrying out regular reviews of the LLP's cash flows to monitor the ongoing situation. The LLP has modelled its anticipated financial performance for the full term of the project and expects to perform in line with this for the remaining concession period. The operational model has forecast continued profits for the LLP and so the members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the members continue to adopt the going concern basis on preparing the financial statements.
 
 
Disclosure of information to auditors
 
 
Each of the persons who are members at the time when this Members' Report is approved has confirmed that:

so far as that member is aware, there is no relevant audit information of which the LLP's auditors are unaware, and

that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.
 

Auditors
 
 
The auditors, Ryecroft Glenton, were appointed during the year and have indicated their willingness to continue in office. The Designated members will propose a motion re-appointing the auditors at a meeting of the members.
 

This report was approved by the members on 30 August 2024 and signed on their behalf by:
 
 


................................................
Stewart Small on behalf of
Equitix V Primary Infrastructure (Leicester) LP
 
Designated member

Page 2

 
FREEMENS COMMON VILLAGE LLP
 
 
MEMBERS' RESPONSIBILITIES STATEMENT
For the Year Ended 28 February 2024

The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members 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, as applied to LLPs, the members 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 LLP and of the profit or loss of the LLP for that period.

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

select suitable accounting policies for the LLP'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 entity will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
FREEMENS COMMON VILLAGE LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEMENS COMMON VILLAGE LLP
 

Opinion
 

We have audited the financial statements of Freemens Common Village LLP (the 'LLP') for the year ended 28 February 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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 LLP's affairs as at 28 February 2024 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, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the LLP 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.


Conclusions relating to going concern
 

In auditing the financial statements, we have concluded that the members' 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 LLP'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 members with respect to going concern are described in the relevant sections of this report.


Page 4

 
FREEMENS COMMON VILLAGE LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEMENS COMMON VILLAGE LLP (CONTINUED)


Other information
 

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The members are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and 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.


Matters on which we are required to report by exception
 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, 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
we have not received all the information and explanations we require for our audit; or
the members were not entitled to prepare the financial statements in accordance with the small limited liability partnerships regime.


Responsibilities of members
 

As explained more fully in the Members' Responsibilities Statement on page 3, the members 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 members 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 members are responsible for assessing the LLP'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 members either intend to liquidate the LLP or to cease operations, or have no realistic alternative but to do so.


Page 5

 
FREEMENS COMMON VILLAGE LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEMENS COMMON VILLAGE LLP (CONTINUED)


Auditors' 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 Auditors' 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.


 
The extent to which audit was considered capable of detecting irregularities including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• the responsible individual ensured that the engagement team collectively had the appropriate
          competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
          regulations;
• we identified the laws and regulations applicable to the LLP through discussions with members and other   management, and from our commercial knowledge and experience of the infrastructure sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on the  financial statements or the operations of the LLP, including the Limited Liabilities Partnerships Act 2000;
• we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence made available to us; and
• we ensured that the identified laws and regulations were communicated within the audit team regularly    and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the LLP’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
• making enquiries of management as to where they considered there was susceptibility to fraud and their    knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations.
To address the risk of fraud through management bias and override of controls, we: 
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions; and
• assessed whether judgements and assumptions made in determining the accounting estimates set out in   Note 3 were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC, relevant regulators and the LLP’s legal expenditure.
 
Page 6

 
FREEMENS COMMON VILLAGE LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEMENS COMMON VILLAGE LLP (CONTINUED)


There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the members and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 Auditors' Report.


Use of our report
 

This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an Auditors' 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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Deborah Graham (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants and Statutory Auditors
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP

30 August 2024
Page 7

 
FREEMENS COMMON VILLAGE LLP
 
 
STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 28 February 2024

Year ended
28 February
11 months ended
28 February
2024
2023
Note
£
£

  

Turnover
 4 
9,370,600
6,369,105

Cost of sales
  
(4,166,636)
(2,610,268)

Gross profit
  
 
5,203,964
 
3,758,837

Administrative expenses
  
(3,700,686)
(2,198,346)

Operating profit
  
 
1,503,278
 
1,560,491

Interest receivable and similar income
  
31,764
40,219

Interest payable and similar expenses
  
(6,944,088)
(4,612,724)

Loss before tax
  
 
(5,409,046)
 
(3,012,014)

Loss for the year before members' remuneration and profit shares available for discretionary division among members
  
 
(5,409,046)
 
(3,012,014)

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 12 to 25 form part of these financial statements.
Page 8

 
FREEMENS COMMON VILLAGE LLP
Registered number: OC424059

BALANCE SHEET
As at 28 February 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 6 
145,260,838
148,195,677

  
145,260,838
148,195,677

Current assets
  

Debtors: amounts falling due within one year
 7 
927,080
22,255

Cash at bank and in hand
 8 
3,614,873
11,287,197

  
4,541,953
11,309,452

Creditors: Amounts Falling Due Within One Year
 9 
(5,203,352)
(11,056,683)

Net current (liabilities)/assets
  
 
 
(661,399)
 
 
252,769

Total assets less current liabilities
  
144,599,439
148,448,446

Creditors: amounts falling due after more than one year
 10 
(140,164,612)
(136,502,255)

  

Net assets
  
4,434,827
11,946,191


Represented by:
  

Loans and other debts due to members within one year
  

Members' other interests
  

Members' capital classified as equity
  
15,058,236
15,058,236

Other reserves classified as equity
  
(10,623,409)
(3,112,045)

  
 
4,434,827
 
11,946,191

  
4,434,827
11,946,191


Total members' interests
  

Members' other interests
  
4,434,827
11,946,191

  
4,434,827
11,946,191

Page 9

 
FREEMENS COMMON VILLAGE LLP
Registered number: OC424059
    
BALANCE SHEET (CONTINUED)
As at 28 February 2024

The financial statements have been prepared in accordance with the provisions applicable to entities subject to the small LLPs regime.

The financial statements were approved and authorised for issue by the members and were signed on their behalf on 30 August 2024.




................................................
Stewart Small on behalf of
Equitix V Primary Infrastructure (Leicester) LP
Designated member

The notes on pages 12 to 25 form part of these financial statements.
Page 10

 

 
FREEMENS COMMON VILLAGE LLP


 

RECONCILIATION OF MEMBERS' INTERESTS
For the Year Ended 28 February 2024



Members capital (classified as equity)
Other reserves
Total equity


£
£
£



At 1 April 2022
11,883,180
(100,031)
11,783,149





Loss for period for discretionary division among members
-
(3,012,014)
(3,012,014)


Capital introduced by members
3,175,056
-
3,175,056





At 1 March 2023
15,058,236
(3,112,045)
11,946,191





Loss for year for discretionary division among members
-
(5,409,046)
(5,409,046)


Drawings
-
(2,102,318)
(2,102,318)



At 28 February 2024
15,058,236
(10,623,409)
4,434,827

The notes on pages 12 to 25 form part of these financial statements.

Page 11

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

1.


General information

Freemens Common Village LLP is a Limited Liability Partnership registered in England and Wales under number OC424059. The registered office is 200 3rd Floor EMS, Aldersgate Street, London, EC1A 4HD. 
The limited liability partnership's principal activities and nature of its operations are disclosed in the Members' Report.
In the prior year the LLP changed its accounting date from 31 March to 28 February. The period covered by these financial statements is the year ended 28 February 2024, while the comparative figures cover the period 1 April 2022 to 28 February 2023.

2.Accounting policies

 
2.1

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 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".

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 LLP's accounting policies (see note 3).

The financial statements are prepared in Sterling (£), which is the functional currency of the limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

Page 12

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)

 
2.2

Going concern

The members have reviewed the future liquidity requirements and have considered the cash flow forecasts of the LLP. The LLP produces long-term financial forecasts which show the LLP is able to operate and meet its financial obligations as they fall due, including compliance with covenants attached to its debt instruments, for a period of at least 12 months from the date of approval of the financial statements. Based on this review and the future business prospects of the LLP, the members believe the LLP will be able to meet its liabilities as they fall due.
In the annual review of the LLP's going concern, the members have considered the long term impact of the current macroeconomic conditions of high inflation and rising interest rates and with the mitigations in place with the RPI linked interest rate bond and 5% cap on RPI have duly concluded that there has been no material impact. All rent payments have been received during this period, and there are no indications from any channel that this will not continue, therefore the members do not believe that there is any material risk to income or cashflows.
The LLP is financed by a secured bond and  has entered into long-term contracts with its main customer and key sub-contractors. The cashflows associated with the bond are set out in the financial model and are fixed, albeit adjusted for RPI inflationary uplifts annually. The effect of the index-linked bond has been fully forecast within the underlying financial model.
Revenue cashflows are not contractually fixed after the second year of the project's operational phase, such that the LLP becomes exposed to risk associated with the level of occupancy of the asset. As part of the contractual nomination agreement, the University have guaranteed full occupancy at the agreed rates for the first two years of operation. There is therefore limited exposure to this cashflow risk with the 12 months from sign-off with fixed revenue cashflows expected to end in August 2024. 
The members have committed to carrying out regular reviews of the LLP's cash flows to monitor the ongoing situation. The LLP has modelled its anticipated financial performance for the full term of the project and expects to perform in line with this for the remaining concession period. The operational model has forecast continued profits for the LLP and so the members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future. Accordingly the members continue to adopt the going concern basis on preparing the financial statements.

Page 13

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the LLP 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 LLP 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.

Construction Revenue
This is measured at the fair value of consideration received or receivable on construction of the non-residential site for which the entity has been requested to construct and represents the value of construction work in progress as construction progresses. Revenue on construction is recognised at cost with no margin as profitability is considered to be negligible with no interim services provided during construction and the risk fully passed down to the building contractor.
When the outcome of a construction contract cannot be estimated reliably, contract turnover is recognised only to the extent of contract costs that are recoverable and the contract costs are expensed as incurred.

  
2.4

Finance Costs

Finance costs are charged to the statement of comprehensive income 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.

  
2.5

Interest income

Interest income is recognised in the Statement of Comprehensive Income as it accrues.

Page 14

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)

  
2.6

Assets under construction

During the construction phase of the project, construction costs are included in the LLP's Balance Sheet within intangible fixed assets under assets under construction. Costs incurred in respect of future activity on the contract are capitalised only to the extent it is probable they will be recovered. This is valued at the lower of cost and estimated net realisable value. 
The recorded costs comprise directly attributable costs incurred during the period on the construction including construction costs, associated legal and professional fees and insurance. 
Upon completion, associated construction costs, having been capitalised to the Balance Sheet will be transferred to the relevant asset category and will be amortised over the life of the asset to the concession end in 2072 in line with note 2.9.

  
2.7

Capitalised interest and inflation

The asset under construction will take a substantial period of time to be ready for its intended use and as such, interest costs and inflation have been capitalised as part of the cost of assets under construction in line with FRS102. The commencement of capitalisation begins when both finance costs and expenditure for the assets are being incurred and activities that are necessary to get the assets ready for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to get the assets ready for use are complete.

 
2.8

Division and distribution of profits

A division of profits is the mechanism by which the profits of an LLP become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.

An automatic division of profits is one where the LLP does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the LLP, which it has the unconditional right to avoid making.

The LLP divides profits automatically. Automatic divisions of profits are recognised as 'Members' remuneration charged as an expense' in the Statement of Comprehensive Income.

In the event of the LLP making losses, the loss is recognised as a credit amount of 'Members' remuneration charged as an expense where it is automatically divided or as a debit within equity under 'Other reserves' if not divided automatically.

Page 15

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)

 
2.9

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.
The LLP believes that this is an infrastructure asset with the right to charge for use of the infrastructure assets to the University, either directly or via a 3rd party who would then take letting risk on a similar arrangement to the existing one with the University.
The intangible asset will be amortised over the length of the concession through to August 2072, at which point ownership passes to the University. Amortisation has been charged in the year on the element of the asset which is now operational.

 The estimated useful lives range as follows:

Student accommodation
-
over the length of the concession
Headlease
-
over the length of the concession

 
2.10

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.

 
2.11

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.

 
2.12

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.

 
2.13

Financial instruments

The LLP 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 LLP's Balance Sheet when the LLP becomes party to the contractual provisions of the instrument.

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.
Page 16

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)


Discounting is omitted where the effect of discounting is immaterial. The LLP'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 LLP 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 17

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)


Derecognition of financial liabilities

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

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

  
2.14

Taxation

The taxation payable on the partnership profits is solely the liability of the individual members, consequently neither partnership taxation nor related deferred taxation arising in respect of the partnership are accounted for in these financial statements.

Page 18

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

2.Accounting policies (continued)

  
2.15

Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
Profits are divided only after a decision by the LLP or its representative, so the LLP has an unconditional right to refuse payment. Such profits are classed as equity rather than as liabilities. They are therefore shown as a residual amount available for discretionary division among members in arriving at the result for the year and are shown as appropriations of equity when they are allocated. 
Losses are allocated between the members in their relevant proportion and shall be classified as equity rather than liabilities. The members are not required to make additional contributions to cover any potential losses. 
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within 'Members' remuneration charged as an expense' in arriving at the relevant year's result. Undivided amounts that are classified as equity are shown within 'Members' other interests'. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members' interests. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are as follows:
Classification of asset
The property has been classified as an intangible asset under FRS102. The members believe that this is an infrastructure asset with the right to charge for use of the infrastructure assets to the University, either directly or via a 3rd party who would then take letting risk on a similar arrangement to the existing one with the University.
Index-linked guaranteed secured bonds
The measurement of the future cash flows associated with the bond, and therefore the effective cost of borrowing, requires the members to apply their judgement to the long-term rate if RPI increases are expected for the period through to August 2064. As at 28 February 2024, the members have assumed a rate of 7.4% (capped at 5%) (2023: 5%) which represents a key area of estimation uncertainty and regularly reassess this based on relevant market information.

Page 19

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


28 February
Period
28 February
2024
2023
£
£

Construction revenue
-
636,223

Rents received
8,738,105
5,522,881

Utilities recharged
613,642
-

Passthrough income
18,853
210,001

9,370,600
6,369,105


All turnover arose within the United Kingdom.


5.


Employees

The entity has no employees.

Page 20

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

6.


Intangible assets




Student  accomodation
Head lease
Total

£
£
£



Cost


At 1 March 2023
123,479,941
27,496,988
150,976,929


Additions
25,493
-
25,493



At 28 February 2024

123,505,434
27,496,988
151,002,422



Amortisation


At 1 March 2023
1,994,647
786,605
2,781,252


Charge for the year on owned assets
2,421,175
539,157
2,960,332



At 28 February 2024

4,415,822
1,325,762
5,741,584



Net book value



At 28 February 2024
119,089,612
26,171,226
145,260,838



At 28 February 2023
121,485,294
26,710,383
148,195,677



Page 21

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

7.


Debtors

2024
2023
£
£


Other debtors
208,588
-

Prepayments and accrued income
718,492
22,255

927,080
22,255



8.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,614,873
11,287,197

3,614,873
11,287,197



9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bond (note 11)
3,142,135
3,777,975

Trade creditors
30,151
796

Other taxation and social security
-
3,439,307

Accruals and deferred income
2,031,066
3,838,605

5,203,352
11,056,683



10.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bond (note 11)
140,164,612
136,502,255

140,164,612
136,502,255


Page 22

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

11.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bond
3,142,135
3,777,975


3,142,135
3,777,975


Amounts falling due 2-5 years

Bond
12,477,699
16,254,298


12,477,699
16,254,298

Amounts falling due after more than 5 years

Bond
127,686,913
120,247,957

127,686,913
120,247,957

143,306,747
140,280,230


£124,441,000 0.1% index-linked guaranteed secured bonds due 31 July 2064 were issued on 2 August 2019 by Freemens Common Village LLP to BNY Mellon Corporate Trustee Services Limited Assured and are guaranteed by Guaranty Municipal Corp and Assured Guaranty (Europe) plc. Repayments on the bond started on 1 February 2023. Included within the bond valuation is a bond premium of £5,703,625 and borrowing costs of £3,229,355, both of which are being amortised over the life of the bond in line with accounting policies.
As per the Project LLP Debenture Agreement, a fixed and floating charge debenture has been granted by Freemens Common Village LLP, in favour of the Security Trustee.

Page 23

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

12.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at amortised cost
3,823,461
11,287,197


Financial liabilities


Other financial liabilities measured at fair value through profit or loss
145,367,964
144,119,630


Financial assets measured at fair value through profit or loss comprise bank balance, trade debtors, and other debtors


Other financial liabilities measured at amortised cost include trade creditors, other creditors, amounts owed to other participating interests, accruals and the bond.


13.


Capital commitments

At 28 February 2024 the LLP had capital commitments of  £nil (2023: £nil).

Page 24

 
FREEMENS COMMON VILLAGE LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 28 February 2024

14.


Related party transactions

Rental income totalling £8,738,106 (2023: £5,522,881) was received in the year from the University of Leicester. Utilities recharges totalling £613,642 (2023: £nil) were received from the University in the year along with passthrough income of £22,756 (2023: £210,001). These amounts were fully paid at the year end. 
During the year the LLP incurred costs from the University for rental administration fees of £352,877 (2023: £220,915), soft FM services of £588,111 (2023: £369,820), residential lifecycle fees of £171,627 (2023: £110,752) and Japanese knotweed costs of £5,382 (2023: £4,708). These amounts were fully paid by the year end. 
As at the year end, £nil (2023: £636,223) of costs were incurred in relation to the project, which in turn has been recognised as construction income. At the year end £nil (2023: £nil) remains outstanding in respect of funds available to complete.
During the year the LLP incurred costs to Equans Regeneration Limited (formerly Engie Regeneration Limited) for costs of construction totalling £2,021,201 (2023: £6,773,538). These amounts were fully paid by the year end. Retentions totalling £211,429 (2023: £2,232,630) were due to Equans Regeneration Limited at the year end. During the year the LLP also incurred costs to Equans Regeneration Limited totalling £971,942 (2023: £433,995) for the provision of FM services, £27 (2023: £nil) was outstanding at the period end. During the period the LLP also incurred costs to Equans Regeneration Limited totalling £1,895,384 (2023: £370,778) for the provision of utilities and other costs, £nil (2023: £nil) was outstanding at the year end. 
During the year the LLP incurred costs of £nil (2023: £19,539) from Equitix Limited, relating to letter of credit fees. At the year end £nil (2023: £nil) remains outstanding.  
During the year the LLP incurred finance management services fees from Equitix Management Services Limited. Costs from this company totalled £103,165 (2023: £182,576) in the year, of which £9,963 (2023: £21,634) remained outstanding at the year end.


15.


Controlling party

The immediate parent of the LLP is Equitix V Primary Infrastructure LP, a limited partnership registered in the UK. Registered address: Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD. In the members' view there is no single ultimate controlling party.
 
Page 25