The directors present the strategic report for the year ended 31 December 2023.
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).
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.
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.
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
The directors present their annual report and financial statements for the year ended 31 December 2023.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
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).
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
The information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and Directors’ Report have been prepared in accordance with applicable legal requirements.
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:
Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
The parent company financial statements are not in agreement with the accounting records and returns; or
Certain disclosures of Directors’ remuneration specified by law are not made; or
We have not received all the information and explanations we require for our audit.
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.
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.
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:
United Kingdom Generally Accepted Accounting Practice, including FRS 102;
UK Companies Act 2006;
UK Corporation Tax legislation; and
VAT legislation.
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:
Revenue recognition; and
Management override of controls.
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:
Recalculating the unitary charge received by taking the base charge per the project agreement and uplifting for RPI;
Agreeing a sample of months’ income receipts to invoice and bank statements;
Performing an assessment on the service margins used in the year and agreeing margins used to the active financial models;
Reconciling the finance income and amortisation to the finance debtor reconciliation to ensure allocation methodology is in line with contractual terms and relevant accounting standards;
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the group and parent company’s procurement of legal and professional services
Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the group and parent company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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, 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, 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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
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.
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:
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.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was nil (2022: nil).
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:
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:
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.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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.
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.
For details of bank loans, loans from group undertakings and derivative financial instruments see note 19.
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%.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
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).
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.