Company registration number 12323170 (England and Wales)
GUANCHE MIDCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
GUANCHE MIDCO LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 8
GUANCHE MIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
37,202,102
19,041,527
Current assets
Debtors
5
16,854,296
3,602,311
Cash at bank and in hand
7,842,575
766,784
24,696,871
4,369,095
Creditors: amounts falling due within one year
6
(5,732,324)
(4,313)
Net current assets
18,964,547
4,364,782
Total assets less current liabilities
56,166,649
23,406,309
Creditors: amounts falling due after more than one year
7
(16,521,739)
(3,539,823)
Net assets
39,644,910
19,866,486
Capital and reserves
Called up share capital
8
16,353,343
16,353,343
Revaluation reserve
7,803,760
-
0
Other reserves
17,807,175
5,286,988
Profit and loss reserves
(2,319,368)
(1,773,845)
Total equity
39,644,910
19,866,486

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

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

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

GUANCHE MIDCO LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved and signed by the director and authorised for issue on 12 September 2024
Alvaro Mata Mayrand
Director
Company registration number 12323170 (England and Wales)
GUANCHE MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Revaluation reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
16,353,343
-
0
3,403,838
(1,115,012)
18,642,169
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(658,833)
(658,833)
Capital contribution
-
-
0
1,883,150
-
0
1,883,150
Balance at 31 December 2022
16,353,343
-
0
5,286,988
(1,773,845)
19,866,486
Year ended 31 December 2023:
Loss for the year
-
-
-
(545,523)
(545,523)
Other comprehensive income:
Adjustments to fair value of financial assets
-
7,803,760
-
-
7,803,760
Total comprehensive income for the year
-
7,803,760
-
(545,523)
7,258,237
Capital contribution
-
-
0
12,520,187
-
0
12,520,187
Balance at 31 December 2023
16,353,343
7,803,760
17,807,175
(2,319,368)
39,644,910
GUANCHE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Guanche Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 17A Curzon Street, London, UK, W1J 5HS.

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 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.

1.2
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are held as part of an investment portfolio and as such are accounted under FRS102 at fair value. As a result any changes in fair value are recognised through the profit and loss account.

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.

1.3
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.

1.4
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.

GUANCHE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

1.5
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.

1.6
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.

1.7

Consolidation

Interests in subsidiaries, associates and jointly controlled entities are held as part of an investment portfolio and as such are accounted under FRS102 at fair value. As a result the company is exempt from preparing consolidated financial statements.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

GUANCHE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
-
0
-
0
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
37,202,102
19,041,527
Fixed asset investments revalued

Under FRS 102, the investments excluded from consolidation are Canary Green Corner SLU (Spain) and CGC Mayorista de Energias SLY (Spain). The above entities are held as part of an investment portfolio as they are valued at fair market value which is determined in accordance with the International Private Equity and Valuation Guidelines published by the British, French and European Venture Capital Associations (or any replacement thereof).

 

The valuation has been assessed using a multiple of EBITDA looking at a basket of publicly listed multiples from comparable companies. The appropriate multiple will be chosen based on the relevant valuation multiples observed for comparable companies or transactions, adjusted by The Company in its judgment for differences between the investment and the referenced comparables, including with respect to market position and future prospects, among other relevant factors. Adjustments have been made to these multiples to take into account other factors such as size and control over exit. The valuation has also been assessed by considering credit, liquidity and market risks.  The amount determined to be fair value may incorporate the Board of Directors's own assumptions (including assumptions that the Board of Directors believes market participants would use in valuing the investment and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability). The method used to estimate fair value is the market approach, which involves a significant degree of judgement.

 

The fair value of the investments and the change in fair value reported through the profit and loss statement is shown below:

GUANCHE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
19,041,527
Additions
10,356,815
Valuation changes
7,803,760
At 31 December 2023
37,202,102
Carrying amount
At 31 December 2023
37,202,102
At 31 December 2022
19,041,527
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
59,857
Other debtors
332,557
2,631
332,557
62,488
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
16,521,739
3,539,823
Total debtors
16,854,296
3,602,311
6
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
77,217
-
0
Other creditors
5,655,107
4,313
5,732,324
4,313
GUANCHE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
16,521,739
3,539,823
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 86.49023p each
18,907,734
18,907,734
16,353,343
16,353,343
9
Other reserves

Other reserves represents capital introduced by members into the company without an issuance of shares. The capital is not repayable to members and is treated as a capital contribution.

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