The directors present the strategic report for the year ended 31 December 2023.
The Company is the ultimate parent company to the JG Travel Group Limited group of companies ("The Group"), which operates a number of travel brands, including Just Go! Holidays, National Holidays, Omega Breaks and Albion Journeys.
The Group is backed by Kings Park Capital (KPC), a private equity firm specialising in investments in the leisure sector. KPC’s financial and strategic backing previously enabled the Group to acquire the Omega Holidays Group in September 2017 and the rights to the National Holidays brand and database in 2020.
The Group continued on its upward trajectory during the year and generated record income of £39.3m (against £38.7m in 2022). The higher revenue translated to an improved gross profit of £10.4m (against £8.0m in 2022) and higher gross margins that reached 26.4% vs 20.9% in 2022.
Consumer demand for our products is normalising with many consumers now willing to travel further afield.
The Group continues to offer a diverse portfolio of tours across the UK and Europe with long haul destinations being introduced for the first time in 2024.
The Board believes that demand for the Group’s products will remain high and will lead to even higher revenues in 2024, underpinned by the strength of the Group’s brands and the desire of our customers to enjoy travelling again post-pandemic.
Market Risk
The market risks to the business revolve around demand for the products offered with customers facing ongoing pressures from the ‘cost of living’ crisis, however the business remains confident in its model having re-focused on the core target market being the retired demographic with relatively fixed incomes. Despite the pressure on discretionary spend for travel there has been high consumer demand for coach tours in the UK and Europe.
The business has a number of areas of strategic focus next year, including a renewed focus on the retired market with accompanying brand and product development; a drive on higher priced holidays over discounted budget tours; investment in process improvement to ensure hassle-free experiences; and a further drive on data analysis and digitalisation of the business.
The Group aims to maintain this position by remaining as competitive as possible, developing new and exciting products, focusing on offering good value for money, and ensuring it understands and pre-empts the changing demands of its customers.
The Group’s business model is generally low risk, with its asset-light nature of operations and carefully managed levels of commitments.
Terrorism
Terrorism does pose a threat to the demand for travel. Whilst the business is not immune to the threat of terrorism the risk is mitigated to some extent by the range of destinations offered. The business does not currently anticipate that this threat will be any different to that of 2023.
Financial Risk Management
The Group's financial instruments comprise cash at bank, intercompany loans and various items such as trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to raise adequate finance for the groups operations.
The exchange rate between the Euro and Sterling would normally create a financial risk to the business, but it constantly monitors this to ensure risk is mitigated. It is the Group's intention to further mitigate this risk by hedging a % of its forward creditor liabilities on an ongoing basis.
Liquidity
The Group’s operations are seasonal in nature, but follow established annual patterns. Cash management is management’s key area of focus, and cash forecasts are prepared on a regular basis to monitor and address any potential liquidity issues before they arise. The introduction of longhaul products will help improve the profile of cash receipts over the winter period.
Health and Safety
Management has robust health and safety monitoring systems and standards in place, and the Board is appraised of any H&S issues and receives regular comprehensive reports.
The volume of passengers traveling has increased with the addition of the National Holidays brand and all Health and Safety polices have been reviewed in light of this and adapted where needed.
Business Continuity
The Group maintains a business continuity plan to ensure the business functions in the event of disruption. The Group undertakes regular risk assessment, uses a varied pool of suppliers and maintains a comprehensive disaster recovery plan.
Technology and Cyber Security
The Group heavily relies on the functioning of its technology infrastructure and websites to help operate its business and manage customer data. Appropriate arrangements have been made to ensure adequate response in the event of failure in any part of the Group’s systems and network, underpinned by continuing technology investment.
Employees
Our staff are an integral part of the continuing success of our business. The recruitment environment within the travel sector remains highly competitive, and the Group strives to be an employer of choice given its high standards of business conduct, commitment to employee’s health & wellbeing and attractive remuneration packages reflecting the market environment in which we operate.
Future Developments
We continue to develop the Just Go! Holidays, Omega Breaks and Albion Journeys brands, and to integrate the National Holidays brand through the development of products which can be dual operated leading to improved profitability.
This growth will enable us to cement our position as the tour operator of reference in the domestic and short-haul group holidays market. The Directors expect that the Group’s brands’ positioning and product offering will allow it to meet the increased demand for UK-based holidays, both driven by domestic and inbound customers, as well as short-haul breaks on the Continent.
The directors realise the benefit of KPIs as a business development tool, but given the straightforward operation of its business limit these to gross profit, as disclosed in the profit and loss statement. This increased from £8,083,509 for the year ended 31 December 2022 to £10,358,616 for the year ended 31 December 2023 which is a 28.1% increase over the 12 month period.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
We have audited the financial statements of JGH Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of income and retained earnings, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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's and 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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept 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, 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 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 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and 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 accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £147,374 (2022 - £16,385 loss).
JGH Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 111 High Street, Cheltenham, Gloucestershire, United Kingdom, GL50 1DW.
The group consists of JGH Topco Limited and all of its subsidiaries.
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 £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
The consolidated group financial statements consist of the financial statements of the parent company JGH Topco Limited together with all entities controlled by the parent company (its subsidiaries). As referred to in the subsidiaries note, the group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude subsidiaries that are immaterial.
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.
The Group received additional funding from investors during the year. The Company and its fellow Group Undertakings, together with certain related parties, have also confirmed their intention to continue to provide operational and financial support.
The Group has also prepared financial forecasts for a period beyond 12 months from the date of approval of the financial statements. Based on these, and the Year-to-date results for 2023, the Directors have assessed the Group’s ability to continue to adopt the Going Concern basis of accounting and have determined that there are no material uncertainties that would make this inappropriate.
Having considered budgets, cash flow forecasts, latest management information available and, on the basis of the continued support noted above and continued support provided by current financiers, 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 of accounting in preparing the annual financial statements.
Turnover is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Package holidays
Turnover includes revenue earned from the sales of package holidays including transport, accommodation and insurance and is recognised upon commencement of the relevant tour and flight departure date. Monies received by the balance sheet date relating to holidays commencing and flights departing after the period end are included within current liabilities as Payments received on account.
Management services
Turnover includes fees charged to related entities for management services to group entities.
Other services
Revenue relating to other services provided are recognised as earned.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
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 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.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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, loans from fellow group companies and preference shares that are classified as debt, 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.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Payments received on account
Payments received on account in creditors represents deposits and full payments received from customers prior to the commencement date of the tour.
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 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 annual amortisation and depreciation charge for intangible and tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful lives and residual values are re-assessed at each reporting date. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.
The company determines whether amounts receivable from group undertakings require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the group entities to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The company has no employees other than the directors, who receive their remuneration from fellow group companies.
Total key management personnel and close family compensation for the period was £202,850 (2022: £752,492).
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Factors that may affect future tax charges
The group has tax losses available to use against future trading profits. The group does not anticipate these losses to be fully utilised in the immediate future, and as such has recognised £Nil (2022: £Nil) of the deferred tax asset.
The value of the unrecognised deferred tax asset is in the region of £2,544,456 (2022: £2,675,000). This has been calculated using a rate of 25%, in line with the main rate of UK Corporation Tax of 25% effective from 1 April 2023.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude Cruise Offers Limited, LMA2 Limited, Omega Digital Limited and The Coach Holiday Warehouse Limited from the consolidation on the basis that the entity is immaterial.
Company
Amounts owed by group undertakings due > 1 year represents intercompany loan notes that are unsecured and accrue interest at a rate of 4.25%. Restrictions placed on group undertakings by the bank stipulate that intercompany loan notes may not be repaid prior to bank loan facilities without their written consent. The final repayment date for the bank loans is September 2026.
Group
Other loans
Other loans comprise shareholder loan notes issued by the group. Shareholder loan notes are unsecured and accrue interest at a rate of 4.25%. Restrictions placed on group undertakings by the bank stipulate that shareholder loan notes may not be repaid prior to bank loan facilities without their written consent. The final repayment date for the bank loans is September 2026.
Bank loans
The bank holds a fixed charge over certain assets of JGH Group Limited, a subsidiary of JGH Topco Limited and a floating charge over all other property, assets and rights of JGH Group Limited, which are not subject to an effective fixed charge or under any other security held by the bank.
All securities and investments belonging to JGH Group Limited, JG Travel Group Limited , Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of JGH Topco Limited, are given as security to the bank facility held within JGH Group Limited.
In addition to the above, the bank loans are secured by a guarantee limited to £3,062,500 (2022: £3,062,500) from JGH Midco Limited, a company within the group. At the balance sheet date, the extent of this guarantee was £1,565,116 (2022: £2,137,524).
During the year ended 31 December 2020, the company signed an Amendment, Restatement and Confirmation Deed in respect of it's bank loans. The new terms of the loan agreement are set out below.
Principal loan amount - £1,562,500
Interest rate - 3.50% above LIBOR
Final repayment date - 31 December 2025
This loan is repayable by 20 instalments of £78,125 and a final instalment sufficient to repay the loan in full on the final repayment date.
During the year ended 31 December 2020, the company also entered into a Coronavirus Business Interruption Loan scheme loan (CBILS). At the balance sheet date, amounts outstanding on the loan were £940,116 (2022: £1,225,000) of which £341,860 is in current liabilities and £598,256 is in non-current liabilities. Interest is charged at 3.32% above the Bank of England base rate with the final instalment due in September 2026.
During the prior year, the company signed a Supplementary Agreement in respect of the CBILS loan. The company were given a payment holiday from September 2022 to February 2023. There was no change to the final repayment date.
Preference shares
At the year end, 1,500,000 (2022: 1,500,000) "A1" and "A2" Redeemable preference shares were classified as non-current liabilities with a total value of £1,500,000 (2022: £1,500,000). Fixed dividends due but not yet paid on "A1" and "A2" Redeemable preference shares amounting to £168,904 (2022: £18,904) are included within Preference dividends payable at the year end.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
All rights on all Share classes are equal. There are no restrictions on the payment of dividends or the repayment of capital.
Called-up share capital represents the nominal value of shares that have been issued.
Share premium represents the excess over par value paid for the share capital of the company.
Retained earnings include all current and prior period retained profits and losses.
Company and Group
There were no capital commitments as at 31 December 2023 (2022: £Nil).
There were no contingent liabilities as at 31st December 2023 (2022: £Nil).
Group
All securities and investments belonging to JGH Group Limited, JG Travel Group Limited , Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of JGH Topco Limited, are given as security to the bank facility held within JGH Group Limited.
A subsidiary has provided a guarantee over certain group company bank loans limited to £3,062,500 (2022: £3,062,500). At the year end, the extent of the guarantee was £2,137,524 (2022: £2,650,024).
A subsidiary has given a bond to the value of £4,000,000 (2022: £3,750,000) to the Bonded Coach Holiday Group which ultimately protects the deposits made by customers for non-ATOL licensable travel. The bond is guaranteed by insurance policies provided by Travel & General Insurance Services Limited and a bank guarantee secured over a cash deposit provided by JGH Group Limited, a group company. At the balance sheet date the bank guarantee was limited to £522,250 (2022: £522,250).
A subsidiary has given a bond to the value of £25,000 (2022: £25,000) to ABTA Limited, which ultimately protects the deposits made by customer for non-ATOL licensable travel. The bond is guaranteed by insurance policies provided by Travel & General Insurance Services Limited.
During the year, subsidiaries within the group gave a bond to the value of £480,000 (2022: £375,000) to the Civil Aviation Authority for a Standard ATOL bond. The bond ultimately protects the deposits made by customers in relation to flight inclusive holidays and was guaranteed by insurance policies provided by Travel & General Insurance Services Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: