Company registration number 14047908 (England and Wales)
PROJECT IMPETUS BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PROJECT IMPETUS BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
PROJECT IMPETUS BIDCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
68,212,871
68,212,871
Current assets
Debtors
6
7,334,178
8,596,685
Creditors: amounts falling due within one year
7
(25,754,110)
(24,245,548)
Net current liabilities
(18,419,932)
(15,648,863)
Total assets less current liabilities
49,792,939
52,564,008
Creditors: amounts falling due after more than one year
8
(42,656,734)
(40,212,350)
Net assets
7,136,205
12,351,658
Capital and reserves
Called up share capital
9
147,000
147,000
Share premium account
14,553,000
14,553,000
Profit and loss reserves
(7,563,795)
(2,348,342)
Total equity
7,136,205
12,351,658
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 3 September 2024 and are signed on its behalf by:
Mr A Stewart
Director
Company registration number 14047908 (England and Wales)
PROJECT IMPETUS BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 14 April 2022
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
(2,348,342)
(2,348,342)
Issue of share capital
9
147,000
14,553,000
-
14,700,000
Balance at 31 December 2022
147,000
14,553,000
(2,348,342)
12,351,658
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(5,215,453)
(5,215,453)
Balance at 31 December 2023
147,000
14,553,000
(7,563,795)
7,136,205
PROJECT IMPETUS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Project Impetus Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Colonnades House, Duke Street, Doncaster, England, DN1 3BW.
1.1
Reporting period
The company was incorporated on 14 April 2022 and the company adopted a year end of 31 December. The comparative figures are presented for a shorter accounting period, from 14 April 2022 to 31 December 2022. They are therefore not comparable with the 2023 figures.
1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured 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 immediately in profit or loss.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
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.
PROJECT IMPETUS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
Basic financial 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.
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
3
Employees
No employee received remuneration from the entity during the year. The directors received remuneration from My Pension Expert Limited, a company under common control.
PROJECT IMPETUS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
68,212,871
68,212,871
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
My Money Expert Limited
Floor 4, Colonnades House, Duke Street, Doncaster, DN1 3BW
Ordinary
100.00
-
My Pension Expert Limited
Floor 4, Colonnades House, Duke Street, Doncaster, DN1 3BW
Ordinary
-
100.00
Lead Management Services Limited
Floor 4, Colonnades House, Duke Street, Doncaster, DN1 3BW
Ordinary
-
100.00
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
7,332,078
8,596,685
Other debtors
2,100
7,334,178
8,596,685
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
7,680
Amounts owed to group undertakings
24,762,275
23,261,393
Other creditors
984,155
984,155
25,754,110
24,245,548
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
10,000,000
10,000,000
Other creditors
32,656,734
30,212,350
42,656,734
40,212,350
PROJECT IMPETUS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Creditors: amounts falling due after more than one year
(Continued)
- 6 -
8% investor loan notes were issued on the 29 July 2022, totalling £14,700,000. The loan notes are secured by a debenture from the company over all its assets, undertakings and a charge of the shares in each of its subsidiaries.
8% management loan notes were issued on 29 July 2022, totalling £14,537,758. The Loan notes are secured by a debenture from the company over all its assets, undertakings and a charge of the shares in each of its subsidiaries.
8% consideration loan notes were issued on 29 July 2022, totalling £22,511,025. The Loan notes are secured by a debenture from the company over all its assets, undertakings and a charge of the shares in each of its subsidiaries.
Accrued loan interest for the investor, management and consideration loan notes has been included totalling £1,724,960.
The bank borrowings comprise a term loan of £10,000,000, repayable on the 29 July 2028 and bearing interest at 7.5% over the Bank of England base rate. Where the Bank of England base rate is greater than 1.5% in the twelve month period to 29 July 2023, the base rate will be deemed to be 1.5%. The bank loans are secured by a fixed and floating charge over the assets of the group.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
14,700,000
14,700,000
147,000
147,000
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Chris Howitt
Statutory Auditor:
Henton & Co LLP
Date of audit report:
3 September 2024
11
Contingent liabilities
At 29 July 2022, a composite cross company guarantee structure came into existence between Project Impetus TopCo Limited, Project Impetus BidCo Limited, My Money Expert Limited, My Pension Expert Limited and Lead Management Services Limited. The aggregate amount outstanding under this agreement is £10,000,000.
12
Related party transactions
The company has taken advantage of the exemption in FRS 102 (Section 33) '' Related Party Disclosure'' and has not disclosed transactions with group undertakings where the company is a 100% subsidiary.
PROJECT IMPETUS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
13
Controlling party
The immediate and ultimate parent company is considered to be Project Impetus TopCo Limited, a company incorporated in England and Wales.
The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by Project Impetus TopCo Limited. Copies of Group financial statements are available from Floor 4, Colonnades House, Duke Street, Doncaster, DN1 3BW.
14
Reconciliations on adoption of FRS 102
Reconciliation of equity
14 April
31 December
2022
2022
£
£
Equity as reported under previous UK GAAP and under FRS 102
-
12,351,658
Notes to reconciliations on adoption of FRS 102
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