Company registration number 05811811 (England and Wales)
IIC BRISTOL INFRASTRUCTURE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY INFORMATION
Directors
JS Gordon
KA Cunningham
(Appointed 25 May 2023)
Secretary
Resolis Limited
Company number
05811811
Registered office
1 Park Row
Leeds
United Kingdom
LS1 5AB
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
IIC BRISTOL INFRASTRUCTURE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 31
IIC BRISTOL INFRASTRUCTURE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

The group is engaged in operating a PFI contract for the design, build and operation of four schools under the terms of a concession agreement dated 3 July 2006 between the group and Bristol City Council (BCC). The concession period is twenty-five years from the end of construction.

 

The groups concession agreement requires it to finance, design, construct and then maintain the school for a primary concession period of twenty-five years from their completion.

 

Work began on the development of the schools in July 2006. Service commencement of each of the four schools was in line with the contract with Bristol City Council and occurred in August 2007, April 2008 and December 2008.

 

The group has entered into contracts with BCC to undertake development of schools projects in the Bristol area and also the provision of ICT services. Underlying these contracts is a Strategic Partnering Agreement (SPA) entered into with Bristol City Council which granted the group with exclusivity over all educational projects valued at greater than £500k. In return the group is required to achieve a series of Key Performance Indicators, including Value for Money, against a national benchmark rate. The first phase was to deliver 4 PFI schools under the Building Schools for the Future (BSF) Wave 1 programme, followed shortly after by 6 "Design and Build" (D&B) BSF Schools in Wave 4. From 2010 BCC had a requirement to deliver additional Primary school places due to a population increase, which it achieved through a programme of Primary Schools D&B projects. The group is continuing to work with BCC on strategic education developments including Free Schools, Secondary expansions, Primary and SEN.

 

The SPA ended in July 2021 and so no new projects will commence from this point onwards. Existing projects in the design and build stages will be seen through to completion. All primary design work has now been completed, two projects remain in construction phase, but will be complete in 2023. Various schemes remain within the 12 years defects liability period and are being closed out accordingly.

 

The groups profit for the year was £1,511,000 (2022: £681,000). As at 31 December 2023 the group has net liabilities of £3,109,000 (2022: £1,707,000).

Principal risks and uncertainties

The groups activities expose it to a number of financial risks including liquidity risk, interest rate risk credit risk and lifecycle risk. These risks are further explained in the directors' report.

Development and performance

Given that the SPA ended in July 2021 and no new projects will commence from this point onwards, Bristol LEP Limited will continue to operate throughout the 12 year limitation period post final project completion. Bristol LEP Limited is a subsidiary of IIC Bristol Infrastructure Limited and forms part of these consolidated financial statements.

Key performance indicators

Financial penalties are levied by the BCC in the event of performance standards not being achieved according to detailed criteria set out in the Project Agreement. The deductions are passed onto the service provider but the quantum is an indication of unsatisfactory performance. During the year ending 31 December 2023 there were deductions of £25,000 (2022: £40,000).

On behalf of the board

KA Cunningham
Director
3 September 2024
IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The group is engaged in operating a PFI contract for the design, build and operation of four schools under the terms of a concession agreement dated 3 July 2006 between the group and Bristol City Council (BCC). The concession period is twenty-five years from the end of construction.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,318,130. The directors do not recommend payment of a further dividend in respect of the 31 December 2023 results.

 

Following the year end dividends of £512,398 were paid.

Directors

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

R Burge
(Resigned 25 May 2023)
JS Gordon
KA Cunningham
(Appointed 25 May 2023)

Going concern

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual consolidated financial statements. Further details regarding the adoption of the going concern basis can be found in the accounting policies in the notes to the financial statements.

Qualifying third party indemnity provisions

The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Future developments

There are changes in the groups operations due to the expiry of the SPA. This is set out within the Development and performance section of the Strategic Report.

Auditor

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

Statement of disclosure to auditor

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

IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Financial risk management objectives and policies

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. At the start of the PFI contract, the group negotiated debt facilities with an external party to ensure that the group has sufficient funds over the life of the PFI concession.

 

Interest rate risk

The group's borrowings expose it to cash flow risk primarily due to the financial risks of change in interest rates. The group uses interest rate swaps to manage interest rate risk on senior debt and reduces its exposure to changes in interest rates.

 

Credit risk

The group's principal financial assets are cash, finance debtor and trade and other receivables. The group's credit risk is primarily attributable to its trade receivables which are with one counterparty, although in the opinion of the board of the directors this risk is limited as the receivables are with a local government authority.

 

Lifecycle risk

Lifecycle expenditure is the main risk to the group. The risk being that the allowance of lifecycle costs factored into the financial model is insufficient to cover future lifecycle expenditure, thus resulting in lower profitability and reduced distributions. This is mitigated by regular lifecycle reviews undertaking by the management services provider and a detailed lifecycle review performed every five years.

 

On behalf of the board
KA Cunningham
Director
3 September 2024
IIC BRISTOL INFRASTRUCTURE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED
- 5 -
Opinion

We have audited the financial statements of IIC Bristol Infrastructure Limited (‘the parent company’), and its subsidiaries (‘the group’) for the year ended 31 December 2023, which comprise the Group Profit and Loss Account, Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the group financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement 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 either intend to liquidate the group or 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 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent the audit was considered capable of detecting irregularities, including fraud

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

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED
- 7 -

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

IIC BRISTOL INFRASTRUCTURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IIC BRISTOL INFRASTRUCTURE LIMITED
- 8 -

Use of our 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.

Jenny Junnier (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
3 September 2024
Chartered Accountants
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£'000
£'000
Turnover
3
19,944
21,682
Cost of sales
(17,381)
(19,375)
Gross profit
2,563
2,307
Administrative expenses
(1,007)
(892)
Operating profit
4
1,556
1,415
Interest receivable and similar income
7
4,671
4,814
Interest payable and similar expenses
8
(5,016)
(5,240)
Profit before taxation
1,211
989
Tax on profit
9
(419)
(308)
Profit for the financial year
791
681
Profit for the financial year is attributable to:
- Owners of the parent company
516
428
- Non-controlling interests
275
253
791
681
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
£'000
£'000
Profit for the year
791
681
Other comprehensive income
Cash flow hedges (loss)/gain arising in the year
(464)
14,291
Tax relating to other comprehensive income
116
(3,573)
Other comprehensive income for the year
(348)
10,718
Total comprehensive income for the year
443
11,399
Total comprehensive income for the year is attributable to:
- Owners of the parent company
109
9,317
- Non-controlling interests
334
2,082
443
11,399
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
10
2,247
2,456
Current assets
Debtors
14
75,011
79,965
Investments
15
7,825
-
0
Cash at bank and in hand
16
5,173
12,731
88,009
92,696
Creditors: amounts falling due within one year
17
(7,538)
(8,704)
Net current assets
80,471
83,992
Total assets less current liabilities
82,718
86,448
Creditors: amounts falling due after more than one year
18
(85,697)
(88,155)
Net liabilities
(2,979)
(1,707)
Capital and reserves
Called up share capital
21
4,668
4,668
Hedging reserve
(2,637)
(2,289)
Profit and loss reserves
(4,713)
(3,809)
Equity attributable to owners of the parent company
(2,682)
(1,430)
Non-controlling interests
(297)
(277)
(2,979)
(1,707)
The financial statements were approved by the board of directors and authorised for issue on 3 September 2024 and are signed on its behalf by:
03 September 2024
KA Cunningham
Director
Company registration number 05811811 (England and Wales)
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
11
11,260
11,395
Current assets
Debtors
14
129
560
Creditors: amounts falling due within one year
17
(123)
(553)
Net current assets
6
7
Total assets less current liabilities
11,266
11,402
Creditors: amounts falling due after more than one year
18
(6,597)
(6,733)
Net assets
4,669
4,669
Capital and reserves
Called up share capital
21
4,669
4,669

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,318,130 (2022 - £499,078 profit).

The financial statements were approved by the board of directors and authorised for issue on 3 September 2024 and are signed on its behalf by:
03 September 2024
KA Cunningham
Director
Company registration number 05811811 (England and Wales)
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Hedging reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2022
4,668
(13,007)
(1,909)
(10,248)
(2,135)
(12,383)
Year ended 31 December 2022:
Profit for the year
-
-
428
428
253
681
Other comprehensive income:
Cash flow hedges gains
-
14,291
-
14,291
-
14,291
Tax relating to other comprehensive income
-
(3,573)
-
0
(3,573)
-
(3,573)
Amounts attributable to non-controlling interests
-
-
(1,829)
(1,829)
1,829
-
Total comprehensive income
-
10,718
(1,401)
9,317
2,082
11,399
Dividends
-
-
(499)
(499)
(224)
(723)
Balance at 31 December 2022
4,668
(2,289)
(3,809)
(1,430)
(277)
(1,707)
Year ended 31 December 2023:
Profit for the year
-
-
516
516
275
791
Other comprehensive income:
Cash flow hedges gains
-
(464)
-
(464)
-
(464)
Tax relating to other comprehensive income
-
116
-
0
116
-
116
Amounts attributable to non-controlling interests
-
-
(59)
(59)
59
-
Total comprehensive income
-
(348)
457
109
334
443
Dividends
-
-
(1,361)
(1,361)
(354)
(1,715)
Balance at 31 December 2023
4,668
(2,637)
(4,713)
(2,682)
(297)
(2,979)
IIC BRISTOL INFRASTRUCTURE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2022
4,669
-
0
4,669
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
499
499
Dividends
-
(499)
(499)
Balance at 31 December 2022
4,669
-
0
4,669
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,318
1,318
Dividends
-
(1,318)
(1,318)
Balance at 31 December 2023
4,669
-
0
4,669
IIC BRISTOL INFRASTRUCTURE LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
24
7,131
7,345
Interest paid
(5,075)
(5,303)
Income taxes paid
(401)
(306)
Net cash inflow from operating activities
1,655
1,736
Investing activities
Cash on fixed term deposit
(7,825)
-
Interest received
4,628
4,790
Dividends received
43
24
Net cash (used in)/generated from investing activities
(3,154)
4,814
Financing activities
Repayment of borrowings
(308)
(275)
Repayment of bank loans
(4,036)
(3,967)
Dividends paid to equity shareholders
(1,361)
(499)
Dividends paid to non-controlling interests
(354)
(224)
Net cash used in financing activities
(6,059)
(4,965)
Net (decrease)/increase in cash and cash equivalents
(7,558)
1,585
Cash and cash equivalents at beginning of year
12,731
11,146
Cash and cash equivalents at end of year
5,173
12,731
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information

IIC Bristol Infrastructure Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB.

 

The group consists of IIC Bristol Infrastructure Limited and all of its subsidiaries as set out in note 12.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared on the going concern basis under the historical cost convention, modified to include certain financial instruments are fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

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

 

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

1.3
Basis of consolidation

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

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

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

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

The directors have reviewed the group's project profits and cash flows by reference to a financial model covering accounting periods up to April 2039. Having examined the current status of the group's principal contracts and likely developments in the foreseeable future, the directors consider that the group will be able to settle its liabilities as they fall due for a period at least twelve months from approval of the financial statements and accordingly the financial statements have been prepared on a going concern basis.

1.5
Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

 

Income received in respect of the services concession is allocated between revenue and capital repayment of, and interest income on, the PFI financial asset using the effective interest rate method. Service revenue is recognised as a margin on non-pass-through operating and maintenance costs.

 

Pass through income represents the direct pass through of recoverable costs, as specified in the Project Agreement.

 

Variation income relates to the recharge of costs incurred for the alteration of the facilities or the services provided, requested by the Authority.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 13 years and 11 months.

 

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

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.7
Fixed asset investments

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

 

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

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

 

Interests in subsidiaries, associates and jointly controlled entities are initially measure at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 

Restricted cash

Cash at bank includes £4,825,000 (2022: £4,239,000) restricted from use in the business, being held in the group's reserve accounts under the terms of its Senior Loan Facility.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

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

 

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

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.10
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

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

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

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

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Hedge accounting

The directors consider the group to have met the criteria for cash flow hedge accounting. The group has therefore recognised fair value movements on derivatives in effective hedging relationships through other comprehensive income as well as the deferred tax thereon.

 

The Fair Value of the swaps are recorded in the accounts are based on Mark to Market estimated provided by the bank. Changes to the hedging instrument and the loan during the year to transition from LIBOR to SONIA were consistent as both the loan and swap were transitioned to the new benchmark at similar times in a broadly matching fashion.

Key sources of estimation uncertainty

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

Valuation of derivative financial instruments

The directors use their judgment in selecting a suitable valuation technique for derivative financial instruments. All derivative financial instruments are valued at the mark to market valuation provided by the derivative counterparty. In these cases, the group uses valuation techniques to assess the reasonableness of the valuation provided by the derivative counterparty. These techniques use a discounted cash flow analysis based on market observable inputs derived from similar instruments in similar and active markets. The fair value of derivative financial instruments at the balance sheet date was a liability of £3,516,000 (2022: £3,051,000). The directors do non consider the impact of own credit risk to be material.

Service concession agreement

As disclosed in Note 1, the group accounts for the project as a service concession arrangement. The directors use their judgement in selecting the appropriate financial asset rate to be applied in order to allocate the income received between revenue, and capital repayment of and interest income on the financial asset; and also the service margin that is used to recognise service revenue. The directors have also used their judgement in assessing the appropriateness of the future maintenance costs that are included in the group's forecasts. The directors will continue to monitor the condition of the assets and undertake a regular review of maintenance spend.

Impairment of investments

The carrying value of those assets recorded in the company's balance sheet at amortised cost, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the balance sheet. Any reduction in value arising from such a review would be recorded in the profit and loss account. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
3
Turnover
2023
2022
£'000
£'000
Turnover analysed by class of business
Service income
9,499
8,586
Passthrough income
4,090
2,912
Recharge project costs
6,232
9,966
Management service fees
123
218
19,944
21,682
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
19,944
21,682
4
Operating profit
2023
2022
£'000
£'000
Operating profit for the year is stated after charging:
Amortisation of intangible assets
209
209
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
9
8
Audit of the financial statements of the company's subsidiaries
29
26
38
34
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was nil (2022: nil).

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
7
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest on bank deposits
184
78
Other interest income
4,444
4,712
Total interest revenue
4,628
4,790
Income from fixed asset investments
Income from shares in group undertakings
43
24
Total income
4,671
4,814
8
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
3,582
3,818
Interest payable to group undertakings
834
921
Other interest on financial liabilities
548
568
4,964
5,307
Other finance costs:
Other interest
52
(67)
Total finance costs
5,016
5,240
9
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
421
331
Deferred tax
Origination and reversal of timing differences
(2)
(23)
Total tax charge
419
308
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 24 -

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

2023
2022
£'000
£'000
Profit before taxation
1,210
989
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
284
188
Tax effect of expenses that are not deductible in determining taxable profit
-
0
120
Remeasurement of deferred tax for cahnges in rates
(6)
-
0
Movement in deferred tax not recognised
141
-
0
Taxation charge
419
308

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2023
2022
£'000
£'000
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
(116)
3,573

For the year ended 31 December 2023, the UK corporation tax rate of 23.5% (2022:19%) is applied.

 

The Finance Act 2021 was substantially enacted in May 2021 and has increased the corporation tax rate from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.

10
Intangible fixed assets
Group
Goodwill
£'000
Cost
At 1 January 2023 and 31 December 2023
2,909
Amortisation and impairment
At 1 January 2023
453
Amortisation charged for the year
209
At 31 December 2023
662
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Intangible fixed assets
(Continued)
- 25 -
Carrying amount
At 31 December 2023
2,247
At 31 December 2022
2,456
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
12
-
0
-
0
7,886
7,886
Loans to subsidiaries
12
-
-
3,374
3,509
-
-
11,260
11,395
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£'000
£'000
£'000
Cost or valuation
At 1 January 2023
7,886
3,509
11,395
Disposals
-
(135)
(135)
At 31 December 2023
7,886
3,374
11,260
Carrying amount
At 31 December 2023
7,886
3,374
11,260
At 31 December 2022
7,886
3,509
11,395
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Bristol PFI Limited
1
Ordinary
-
82.94
Bristol PFI (Holdings) Limited
1
Ordinary
-
82.94
Bristol PFI Debt Co 1 Limited
1
Ordinary
100.00
-
Bristol LEP Limited
1
Ordinary
80.00
-
Bristol PFI Development Limited
1
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
8 White Oak Square, London Road, Swanley, Kent, United Kingdom, BR8 7AG
IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Financial instruments
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
109
-
-
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
3,625
3,051
-
-
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
53
196
-
0
-
0
Corporation tax recoverable
4
4
-
0
-
0
Amounts owed by group undertakings
23
449
23
449
Derivative financial instruments
109
-
-
-
Other debtors
5,072
4,786
-
0
-
0
Prepayments and accrued income
530
359
106
111
5,791
5,794
129
560
Deferred tax asset (note 20)
-
0
3
-
0
-
0
5,791
5,797
129
560
Amounts falling due after more than one year:
Other debtors
68,312
73,383
-
0
-
0
Deferred tax asset (note 20)
908
785
-
0
-
0
69,220
74,168
-
-
Total debtors
75,011
79,965
129
560

Included within other debtors are amounts due from LouiseCo Limited of £nil (2022: £218,853) and Biggin Investments Limited £22,738 (2022: £230,581). These amounts represent payments made to shareholders where there were insufficient reserves to pay dividends.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
15
Current asset investments
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Fixed term deposits
7,825
-
-
-
16
Cash at bank and in hand

The group has £7,825,000 (2022: £5,237,000) placed on short term deposit. In the prior year this amount was included within cash at bank and in hand. In the current year this amount is included within current investments as the length of the first term exceeded 90 days.

17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Bank loans
4,023
4,028
-
0
-
0
Other borrowings
307
136
-
0
-
0
Trade creditors
692
528
-
0
-
0
Corporation tax payable
241
220
-
0
-
0
Other taxation and social security
485
661
-
-
Derivative financial instruments
-
0
329
-
0
-
0
Deferred income
-
0
123
-
0
-
0
Other creditors
989
1,046
-
0
-
0
Accruals and deferred income
801
1,633
123
553
7,538
8,704
123
553
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Bank loans
55,155
59,186
-
0
-
0
Loans from group undertakings
10,584
11,063
6,597
6,733
Derivative financial instruments
3,625
2,722
-
0
-
0
Other creditors
16,333
15,184
-
0
-
0
85,697
88,155
6,597
6,733

For details of bank loans, loans from group undertakings and derivative financial instruments see note 19.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
19
Loans
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Bank loans
59,178
63,214
-
0
-
0
Loans from group undertakings
10,891
11,199
6,597
6,733
70,069
74,413
6,597
6,733
Payable within one year
4,203
4,201
-
0
-
0
Payable within one to two years
4,628
4,203
-
-
Payable within two to five years
15,848
14,624
-
-
Payable after five years
45,396
51,385
6,597
6,733

The group has complied with the requirements of senior debt covenants.

 

Borrowing facilities

The bank loan bears interest based on SONIA. The term loans are secured, in favour of Barclays Bank PLC, Sumitomo Mitsui Banking Corporation Europe Limited, Adriana Infrastructure CLO 2008-1 BV, Skandinaviska Enskilda Banken AB (Publ), and FMS Wertmanagement AOR, FMS Wertmanagement over all assets of Bristol PFI Limited.

 

The bank loan is repayable on a 6 monthly basis commencing on 31 March 2009. The final repayment is 13 August 2033.

 

The loan stock carries an interest rate of 12.50% per annum. The principal is repayable half yearly between 31 March 2009 and 30 September 2034. The loan stock is unsecured. As at 31 December 2023 there was £4,294,000 (2022: £4,466,000) of loan stock due to loan stock holders outside the group.

 

The company received investment from Biggin Investments Limited in the form of loan stock which accrues interest at 12.45% per annum. The loan is fully repayable by 2034. Biggin Investments Limited holds 50% of the voting rights of the company. The coupon on the loan accrues daily and is payable on 31 March and 30 September each year. The company may defer interest payments at its own discretion. The accrued interest is included with accruals (current liabilities). This forms the entire balance of loans from group undertakings in the company. The loan notes held by Biggin Investment Limited are deemed to not be payable by instalments as there is no fixed repayment terms until the expiry of the loan notes in 2034. The amounts owed to Biggin Investments Limited included under other borrowings at 31 December 2023 was £6,597,000 (2022: £6,733,000).

 

Financial derivatives

As part of the interest rate management strategy the company entered into an interest swap in respect of the debt maturing 13 August 2033. Under this swap, the group's loans are hedged such that interest is payable at a fixed rate of between 5.42% and 5.69% which includes a margin of 0.7%.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
20
Deferred taxation

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

Assets
Assets
2023
2022
Group
£'000
£'000
Tax losses
29
25
Deferred tax on revaluation of fair value derivatives
879
763
908
788
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£'000
£'000
Asset at 1 January 2023
788
-
Charge to profit or loss
4
-
Charge to other comprehensive income
116
-
Liability at 31 December 2023
908
-

 

21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary A shares of £1 each
1,632
1,632
2
2
Ordinary B shares of £1 each
408
408
-
-
Ordinary D shares of £1 each
1
1
-
-
B Ordinary shares of £1 each
4,667,164
4,667,164
4,667
4,667
4,669,205
4,669,205
4,669
4,669

The A Ordinary shares, B Ordinary shares and D Ordinary shares rank pari passu to each other.

 

On 27 October 2020 4,667,164 £1 B Ordinary shares were issued at par. The B Ordinary shares have full voting, dividend and capital distribution rights. They do not confer any rights of redemption.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
22
Related party transactions

The group has taken the exemption under the terms of FRS 102 paragraph 33.1A from disclosing transactions with wholly owned companies in the same group.

 

During the year the company was charged interest by Biggin Investments Limited of £833,000 (2022: £920,000). At the year end the amount due to Biggin Investments Limited in respect of loan notes was £6,597,000 (2022: £6,733,000). The company paid dividends to Biggin Investments Limited of £238,000 (2022: £nil). The company was owed £23,000 (2022: £231,000) by Biggin Investments Limited in respect of funds that were paid whilst the company didn't have sufficient distributable reserves to pay dividends and as such this amount is recorded as an other debtor.

 

During the year the company paid dividends to LouiseCo Limited of £1,080,000 (2022: £499,000). At the year end the company was owed £nil (2022: £219,000) by LouiseCo Limited in respect of funds that were paid whilst the company didn't have sufficient distributable reserves to pay dividends and as such this amount is recorded as an other debtor.

 

During the year the company received dividends from Bristol LEP Limited of £166,000 (2022: £94,000).

23
Controlling party
At the balance sheet date the Directors regard Jura Holdings Limited, registered address First Floor Albert House, South Esplanade, St. Peter Port, Guernsey GY1 1AJ, as the ultimate parent entity. Jura Holdings Limited is owned by a consortium jointly led by funds managed by Dalmore Capital Limited and Equitix Management Limited. The Directors consider that there is no ultimate controlling entity.

24
Cash generated from group operations
2023
2022
£'000
£'000
Profit for the year after tax
791
681
Adjustments for:
Taxation charged
419
308
Finance costs
5,016
5,240
Investment income
(4,671)
(4,814)
Amortisation and impairment of intangible assets
209
209
Movements in working capital:
Decrease in debtors
5,183
4,652
Increase in creditors
307
946
(Decrease)/increase in deferred income
(123)
123
Cash generated from operations
7,131
7,345

The company has no bank account and has a cash balance of nil at the balance sheet date in the current and prior year. As such the company has not prepared an individual cashflow.

IIC BRISTOL INFRASTRUCTURE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
25
Analysis of changes in net debt - group
1 January 2023
Cash flows
Other non-cash changes
31 December 2023
£'000
£'000
£'000
£'000
Cash at bank and in hand
12,731
(7,558)
-
5,173
Borrowings
(74,413)
5,036
(692)
(70,069)
(61,682)
(2,522)
(692)
(64,896)
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