Company registration number 13317835 (England and Wales)
MOONBEAM MIDCO 1 LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MOONBEAM MIDCO 1 LTD
COMPANY INFORMATION
Directors
G E Peterson
S Jenkins
J A Kaufman
Z Y Leong
(Appointed 10 February 2023)
Company number
13317835
Registered office
Mere House
Brook Street
Knutsford
Cheshire
WA16 8GP
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
MOONBEAM MIDCO 1 LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 16
MOONBEAM MIDCO 1 LTD
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
A full strategic report has been prepared in the consolidated financial statements of Moonbeam Topco Limited, the parent undertaking.
G E Peterson
Director
27 June 2024
MOONBEAM MIDCO 1 LTD
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 principal activity of the company continued to be that of providing financial support to the rest of the group headed by Moonbeam Topco Limited.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
G E Peterson
S Jenkins
J A Kaufman
J M O'Neill
(Resigned 10 February 2023)
Z Y Leong
(Appointed 10 February 2023)
Energy and carbon report
The company has taken the exemption from reporting under these regulations as the company has not breached the reporting threshold requirements.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 company’s auditor 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 company’s auditor is aware of that information.
MOONBEAM MIDCO 1 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
G E Peterson
Director
27 June 2024
MOONBEAM MIDCO 1 LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MOONBEAM MIDCO 1 LTD
- 4 -
Opinion
We have audited the financial statements of Moonbeam Midco 1 Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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.
MOONBEAM MIDCO 1 LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MOONBEAM MIDCO 1 LTD
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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 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 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 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.
MOONBEAM MIDCO 1 LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF MOONBEAM MIDCO 1 LTD
- 6 -
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 company 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.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Andrew Reddington
Senior Statutory Auditor
For and on behalf of Azets Audit Services
27 June 2024
Chartered Accountants
Statutory Auditor
Ship Canal House
98 King Street
Manchester
M2 4WU
MOONBEAM MIDCO 1 LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
As restated
Notes
£
£
Administrative expenses
(74,047,453)
(25,982)
Interest receivable and similar income
3
14,973,750
14,351,912
Interest payable and similar expenses
4
(1,078,205)
(1,077,563)
(Loss)/profit before taxation
(60,151,908)
13,248,367
Tax on (loss)/profit
5
(3,266,209)
(Loss)/profit for the financial year
(63,418,117)
13,248,367
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MOONBEAM MIDCO 1 LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
6
1
1
Current assets
Debtors
8
91,457,000
148,011,123
Creditors: amounts falling due within one year
9
(9,033,623)
(12,113,120)
Net current assets
82,423,377
135,898,003
Total assets less current liabilities
82,423,378
135,898,004
Creditors: amounts falling due after more than one year
10
(12,000,000)
(12,000,000)
Net assets
70,423,378
123,898,004
Capital and reserves
Called up share capital
12
1,125,004
1,025,569
Share premium account
18,699,382
8,855,326
Profit and loss reserves
50,598,992
114,017,109
Total equity
70,423,378
123,898,004
The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
G E Peterson
Director
Company Registration No. 13317835
MOONBEAM MIDCO 1 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
936,121
100,768,742
101,704,863
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
13,248,367
13,248,367
Issue of share capital
12
89,448
8,855,326
-
8,944,774
Balance at 31 December 2022
1,025,569
8,855,326
114,017,109
123,898,004
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(63,418,117)
(63,418,117)
Issue of share capital
12
99,435
9,844,056
-
9,943,491
Balance at 31 December 2023
1,125,004
18,699,382
50,598,992
70,423,378
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information
Moonbeam Midco 1 Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Mere House, Brook Street, Knutsford, Cheshire, WA16 8GP.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Moonbeam Topco Ltd. These consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In forming this assessment, the directors have reasonable expectation of continued support through the injection of funds to the wider group, if required, from external investors and are confident the underlying business has the ability to generate sufficient positive cash flows which will support the payment of liabilities and meet all other financial obligations as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.5
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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. 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.
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 company 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 company after deducting all of its liabilities.
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Basic financial liabilities
Basic financial liabilities, including creditors, loan notes and loans from fellow group companies 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.
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 company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company 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 company.
1.7
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 company’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 enacted or substantively enacted at the balance sheet date. 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 when the company has 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.
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.8
Foreign exchange
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.
2
Employees
The average monthly number of persons (excluding directors) employed by the company during the current and preceding period was nil.
3
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
14,973,750
14,351,912
4
Interest payable and similar expenses
2023
2022
As restated
£
£
Finance costs on borrowings
58,205
57,563
Other interest
1,020,000
1,020,000
1,078,205
1,077,563
5
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
498,919
Group relief on profits for the current period
2,767,290
Total current tax
3,266,209
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Taxation
(Continued)
- 14 -
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(60,151,908)
13,248,367
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(14,135,698)
2,517,190
Tax effect of expenses that are not deductible in determining taxable profit
17,401,907
10,794
Tax effect of income not taxable in determining taxable profit
221,886
Effect of change in corporation tax rate
(148,475)
Group relief
(2,527,984)
Effect of overseas tax rates
(73,411)
Taxation charge for the year
3,266,209
-
6
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
7
1
1
7
Subsidiaries
Details of the company's subsidiary at 31 December 2023 is as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Moonbeam Midco 2 Ltd
Mere House, Brook Street, Knutsford, England, WA15 8GP
Ordinary
100.00
For a full list of the group entities below Moonbeam Midco 2 Ltd, please refer Moonbeam Midco 2 Ltd's financial statements, filed at Companies House, for the year to 31 December 2022.
8
Debtors
2023
2022
As restated
Amounts falling due within one year:
£
£
Loans owed by group undertakings
91,205,333
147,708,031
Other debtors
63,017
57,143
91,268,350
147,765,174
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Debtors
(Continued)
- 15 -
2023
2022
As restated
Amounts falling due after more than one year:
£
£
Other debtors
188,650
245,949
Total debtors
91,457,000
148,011,123
Loans due from group undertakings are all unsecured and are analysed as follows:
£70,555,780 12% loan.
£53,944,468 12% loan notes.
£2,564,162 USD denominated 12% loan.
£38,179,708 of accrued interest which under the terms of the various loan instruments is not capitalised and on which further interest is accordingly not charged.
Less £70,714,180 in respect of an impairment provision.
9
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
2,000
Amounts owed to group undertakings
5,946,639
12,094,125
Loans due to group undertakings
2,564,223
Corporation tax
498,919
Accruals and deferred income
21,842
18,995
9,033,623
12,113,120
Amounts owed to group undertakings are interest free and repayable on demand.
Loan due to group undertakings is an unsecured interest-free USD denominated loan.
10
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
11
12,000,000
12,000,000
MOONBEAM MIDCO 1 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
11
Loans and overdrafts
2023
2022
£
£
Other loans
12,000,000
12,000,000
Payable after one year
12,000,000
12,000,000
Other borrowings
At the balance sheet date other borrowings were made up of £6,883,971 subordinated A loan notes and £5,116,029 subordinated B loan notes. Interest is charged at 8.5% per annum. There is no fixed repayment date, but they fall for repayment behind the long term bank loan in the fellow group company, Moonbeam Bidco Ltd.
12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
102,556,859
102,556,859
1,125,004
1,025,569
On 23 December 2022, 8,944,774 Ordinary shares of £0.01 each were issued at a premium for total consideration of £1 per share.
13
Related party transactions
At the balance sheet date, subordinated A loan notes totalling £6,883,971 (2021: £6,883,971) and subordinated B loan notes totalling £5,116,029 (2021: £5,116,029) were owing to the shareholders of Moonbeam Topco Limited, the immediate parent undertaking of the company.
Finance fees amounting to £nil (2021: £400,000) were charged by Levine Leichtman Capital Partners Europe II SCSP during the year. At the balance sheet date £nil (2021: £nil) was outstanding.
14
Parent company
The company's immediate parent undertaking is Moonbeam Topco Limited, a company incorporated in England and Wales and registered at Mere House, Brook Street, Knutsford, Cheshire, WA16 8GP. The results of this company are included in the consolidated accounts of Moonbeam Topco Limited.
15
Prior year restatement
Loan balances from fellow group undertakings have been restated from debtors falling after more than one year to debtors falling due within one year. Whilst it is the views of the business that the balances will not be paid in 12 months, the loans are repayable on demand and hence treated as such. Amounts previously included in other debtors and which related to the rolled up accrual of interest of such group loans has also been included in loans due from fellow group undertakings falling due within one year.
In addition to the above, finance costs relating to the external loan have been reclassified from administrative expenses into interest payable and other expenses. For the period ending 31 December 2022, finance costs amounting to £57,563 have been reclassifed from admininstrative expenses to interest payable and other expenses.
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