BGO ORWELL HOLDCO LIMITED

Company Registration Number:
12999816 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 1 January 2023

End date: 31 December 2023

BGO ORWELL HOLDCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

BGO ORWELL HOLDCO LIMITED

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The Company was formed as a private company limited by shares to acquire and hold Orwell Truck Stop Limited (the 'Investment'). The Company qualifies as a small company as defined in the Companies Act 2006 in respect of the financial year, and has applied the rules of the ‘Small Companies Regime’ in accordance with applicable sections of the Companies Act 2006.



Directors

The directors shown below have held office during the whole of the period from
1 January 2023 to 31 December 2023

Ian Christopher Jason Ford
Gareth James Purcell


Secretary Citco REIF Services UK Limited

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
3 September 2024

And signed on behalf of the board by:
Name: Ian Christopher Jason Ford
Status: Director

BGO ORWELL HOLDCO LIMITED

Profit And Loss Account

for the Period Ended 31 December 2023

2023 2022


£

£
Administrative expenses: ( 71,312 ) ( 12,484 )
Operating profit(or loss): (71,312) (12,484)
Interest receivable and similar income: 23,757 58,148
Interest payable and similar charges: ( 791,417 ) ( 596,221 )
Profit(or loss) before tax: (838,972) (550,557)
Profit(or loss) for the financial year: (838,972) (550,557)

BGO ORWELL HOLDCO LIMITED

Balance sheet

As at 31 December 2023

Notes 2023 2022


£

£
Fixed assets
Investments: 3 17,643,616 17,613,616
Total fixed assets: 17,643,616 17,613,616
Current assets
Debtors: 4 420,874 397,542
Cash at bank and in hand: 0 15,932
Total current assets: 420,874 413,474
Creditors: amounts falling due within one year: 5 ( 1,447,988 ) ( 614,616 )
Net current assets (liabilities): (1,027,114) (201,142)
Total assets less current liabilities: 16,616,502 17,412,474
Creditors: amounts falling due after more than one year: 6 ( 12,858,045 ) ( 12,815,045 )
Total net assets (liabilities): 3,758,457 4,597,429
Capital and reserves
Called up share capital: 3,500 3,500
Share premium account: 5,985,416 5,985,416
Profit and loss account: (2,230,459 ) (1,391,487 )
Total Shareholders' funds: 3,758,457 4,597,429

The notes form part of these financial statements

BGO ORWELL HOLDCO LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 3 September 2024
and signed on behalf of the board by:

Name: Ian Christopher Jason Ford
Status: Director

The notes form part of these financial statements

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Investment in subsidiaries Investments are reviewed for impairment at each reporting date. Impairment exists when there are events or changes in circumstance that indicate that the carrying amount may not be recoverable. Impairment is measured as the difference between the carrying value and the recoverable amount, and is recorded in the Statement of Comprehensive Income. Trade and other receivables Trade receivables are initially recognized at transaction price. A provision against trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the debtor. Cash and cash equivalents Cash and cash equivalents are carried at cost and consist of cash in hand and short term deposits in banks with an original maturity of three months or less. Trade payables Trade payables includes accounts payable for professional services received by the Company. Intercompany loans Loans are recorded at principal, less any repayments to date. Interest and fees on the loans are recorded in the Statement of Comprehensive Income on an accrual basis. Expenses Expenses are recognized on an accruals basis as soon as there is a legal or constructive obligation committing the Company to that expenditure, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Foreign currency translation The Company maintains its accounts in GBP. Transactions expressed in currencies other than GBP are translated into € at the exchange rate effective at the time of the transaction. Share capital and share premium Capital transactions are recorded as equity. Taxation Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using tax rates and laws that have been enacted or subsequently enacted by the reporting date. Cash flow statement Under FRS 102 Section 1A, as a qualifying entity the Company is exempt from the requirement to prepare a cash flow statement on the grounds that the Company qualifies as a small company.

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 0 0

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Fixed assets investments note

The subsidiaries, over which the Company exercises control via ordinary shares held directly by the company at the end of the year are: Orwell Truck Stop Limited - 100% A14Access Ltd - 100%

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Debtors

2023 2022
£ £
Other debtors 420,874 397,542
Total 420,874 397,542

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Creditors: amounts falling due within one year note

2023 2022
£ £
Trade creditors 23,290 590
Accruals and deferred income 3,375 17,845
Other creditors 1,421,323 596,181
Total 1,447,988 614,616

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

6. Creditors: amounts falling due after more than one year note

2023 2022
£ £
Other creditors 12,858,045 12,815,045
Total 12,858,045 12,815,045

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

7. Financial Commitments

On 13 August 2021, the Company, as obligor, entered into a £240 million facility agreement with Alianz Debt Fund SCSp SICAV-SIF. The borrower being the Company's direct shareholder BGO UK Logistics I Holdco II Limited. A Security Agreement in relation to the facility was signed with Trimont Real Estate Advisors, U.K., Ltd, as Security Agent. The Company charges by way of first fixed charge all estates or interest in any freehold or leasehold property now or subsequently owned by it, all shares in the Company, all of its rights in respect of any account, all of its debts, all of its rights to other contracts, including other miscellaneous items as defined in the Security Agreement it may so enter or has entered into. The overall charges on the Company constitute a fixed charge, floating charge and negative pledge.

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

8. Loans to directors

The Directors did not receive any remuneration from the Company in the year and no contributions were made by the Company as at 31 December 2023.