Company registration number: 13185356
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FOR THE YEAR ENDED
31 DECEMBER 2023
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COMPANY INFORMATION
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Mark Hine (appointed 26 September 2023)
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Raj Mukherji (appointed 4 August 2023)
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David Torbet (appointed 4 August 2023)
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Consolidated statement of financial position
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Company statement of financial position
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Notes to the financial statements
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BG TOPCO 5 LIMITED
REGISTERED NUMBER:13185356
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 May 2024.
The notes on pages 3 to 15 form part of these financial statements.
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BG TOPCO 5 LIMITED
REGISTERED NUMBER:13185356
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Profit and loss account brought forward
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Profit and loss account carried forward
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 May 2024.
The notes on pages 3 to 15 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BG Topco 5 Limited ("the Company") is a company limited by shares and incorporated in England and Wales. The principal place of business is 154-160 Fleet Street, London, EC4A 2DQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are presented in thousands of pounds sterling.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The directors have a 3 year business plan and maintain 3 year rolling forecasts to monitor financial performance, they have carried out sensitivity analysis on the forecast model to take account of all reasonably possible scenarios. The forecasts indicate that the Group will have sufficient funds to meet its liabilities as they fall due. The directors therefore believe that financial statements should be prepared on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Group's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is measured based on the consideration specified in a contract with a customer. If multiple performance obligations exist within a contract, the revenue is allocated to the obligations based on the standalone selling price, with any discounts allocated evenly across the obligations. For contracts with rebates and therefore variable consideration, revenue is recognised based on the best estimate of the revenue net of the rebated amount. Revenue is recognised when the Group satisfies the performance obligations. Pre-paid subscription and event revenues are shown as deferred income and released to the profit and loss in accordance with the revenue recognition criteria above.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
The Group only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.
Costs relating to the development of a software platform are capitalised as intangible assets when it becomes
apparent that the asset will generate probable future economic benefits, the Group has adequate resources to
complete the development of the platform, completion of the platform is technically feasible and the Group has
the intention to complete the developments to the platform and use it. Development costs are only amortised
when the software is available for use.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Preparation of these financial statements requires the Directors to exercise judgment and to make estimates about uncertain future events in the process of applying the Company's accounting policies. The actual future outcomes may differ from these estimates and give rise to material adjustments to the reported results and financial position of the Company. The areas requiring a higher degree of judgment, or areas where assumptions and estimates are significant to the financial statements, are discussed below.
Capitalisation of software development costs
In capitalising costs as internally generated intangible assets, the Directors have made judgments regarding the technical and commercial feasibility of the project, the costs, or proportion of costs that meet the criteria for capitalisation, the point at which costs should be capitalised and the rate of amortisation.
Goodwill amortisation
The Directors have made judgments regarding the useful life of goodwill based on their client retention rates.
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The average monthly number of employees, including directors, during the year was 55 (2022 - 39).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The loss after tax of the parent Company for the year was £88 thousand (2022 - loss £13 thousand).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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On acquisition of subsidiaries
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Charge for the year on owned assets
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None of the Group's intangible fixed assets are held in the Parent Company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Acquisition of subsidiary
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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On 22 February 2023 the Group purchased 100% of the share capital of Forefront Advisers Limited for £16,351,000 plus fees of £1,142,000. The consideration was settled by cash and the settlement of intercompany debt. The fair value of the net assets acquired were dated 22 February 2023 were:
Fixed assets £13,000
Current assets £3,107,000
Current liabilities £971,000
Total net assets acquired £2,149,000
Goodwill of £15,344,000 is being amortised over 10 years which is considered to be the value of the main trading business of Forefront Advisers Limited, an indirect subsidiary of BG Midco 5 Limited. Included within the consolidated statement of comprehensive income are revenues of £4,215,000 and profits of £2,489,000 relating to post acquisition.
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Direct subsidiary undertaking
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The following was a direct subsidiary undertaking of the Company:
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154-160 Fleet Street, London, England EC4A 2DQ
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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154-160 Fleet Street, London, England EC4A 2DQ
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154-160 Fleet Street, London, England EC4A 2DQ
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De Havilland Information Services Limited
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154-160 Fleet Street, London, England EC4A 2DQ
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Forefront Advisers Limited
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154-160 Fleet Street, London, England EC4A 2DQ
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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The following liabilities were secured:
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Details of security provided:
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Bank loans are secured by a fixed and floating charge over the assets of the Group.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
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Repayable other than by instalments
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Redeemable loan notes have an annual coupon rate of 10% and mature on 11 February 2029.
The bank loan is repayable on 26 February 2029.
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Charged to profit or loss
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Tax losses carried forward
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The deferred tax asset has arisen as a result of losses and other short term timing differences. The directors consider that it is more likely than not that there will be sufficient taxable profits in the future such as to realise the deferred tax asset and therefore the asset has been recognised in these financial statements. The deferred tax asset is expected to reverse over a 3 year period.
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On 26th February 2021, the Group entered into a New Facilities Agreement of £7.5 million and a revolving facilities agreement of £0.5 million. On 22nd February 2023, the Group extended the New Facilities Agreement by £6.5 million. Group companies are guarantors to the New Facilities Agreement.
The Group operates a defined contribution pension scheme. The assets of the pension scheme are held separately
from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £120,000 contributions amounting to £27,000 were payable to the fund at year end and are included in creditors.
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Commitments under operating leases
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At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The company has taken advantage of the exemption in FRS 102 33.1A not to disclose transactions entered into between two, or more, members of the group where subsidiaries party to the transaction are wholly owned members of the group. The balances outstanding with the company are shown in aggregate in debtors and creditors under amounts owned by and to group undertakings respectively.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Post balance sheet events
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On 24 January 2024, BG Bidco 5 Limited acquired 100% of the ordinary share capital of OPP Group SRL to broaden its geographical coverage. To fund the acquisition, further capital was raised from existing secured lenders.
On 4 August 2023, 100% of the share capital of BG Topco 5 Limited was acquired by Crossfire Newco Limited. There is no ultimate controlling party.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 23 May 2024 by Ralph Mitchison FCA (Senior statutory auditor) on behalf of Menzies LLP.
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