Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-05-162023-12-312024-05-232024-05-23Holding Company2023-01-01false00truetrue 13185436 2022-01-01 2022-12-31 13185436 2023-01-01 2023-12-31 13185436 2023-12-31 13185436 2022-12-31 13185436 1 2023-01-01 2023-12-31 13185436 d:Director1 2023-01-01 2023-12-31 13185436 d:Director2 2023-01-01 2023-12-31 13185436 d:Director2 2023-12-31 13185436 d:Director3 2023-01-01 2023-12-31 13185436 d:Director3 2023-12-31 13185436 d:Director4 2023-01-01 2023-12-31 13185436 d:Director4 2023-12-31 13185436 d:Director5 2023-01-01 2023-12-31 13185436 d:Director5 2023-12-31 13185436 d:Director6 2023-01-01 2023-12-31 13185436 d:Director6 2023-12-31 13185436 d:RegisteredOffice 2023-01-01 2023-12-31 13185436 c:CurrentFinancialInstruments 2023-12-31 13185436 c:CurrentFinancialInstruments 2022-12-31 13185436 c:Non-currentFinancialInstruments 2023-12-31 13185436 c:Non-currentFinancialInstruments 2022-12-31 13185436 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 13185436 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 13185436 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 13185436 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 13185436 c:ShareCapital 2023-12-31 13185436 c:ShareCapital 2022-12-31 13185436 c:SharePremium 2023-12-31 13185436 c:SharePremium 2022-12-31 13185436 c:RetainedEarningsAccumulatedLosses 2023-12-31 13185436 c:RetainedEarningsAccumulatedLosses 2022-12-31 13185436 d:FRS102 2023-01-01 2023-12-31 13185436 d:Audited 2023-01-01 2023-12-31 13185436 d:FullAccounts 2023-01-01 2023-12-31 13185436 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13185436 d:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 13185436 2 2023-01-01 2023-12-31 13185436 6 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure
Company registration number: 13185436







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


BG BIDCO 5 LIMITED






































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BG BIDCO 5 LIMITED
 


 
COMPANY INFORMATION


Directors
Andrew Himsley 
Mark Hine (appointed 26 September 2023)
Jonathan Morris (appointed 26 July 2023)
Robert Stansfield (resigned 16 May 2023)
Stella Donoghue (resigned 4 August 2023)
Donal Smith (appointed 4 August 2023, resigned 26 September 2023)




Registered number
13185436



Registered office
154-160 Fleet Street

London

EC4A 2DQ




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


BG BIDCO 5 LIMITED
 



CONTENTS



Page
Statement of financial position
1
Notes to the financial statements
2 - 6


 


BG BIDCO 5 LIMITED
REGISTERED NUMBER:13185436



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Fixed asset investments
 4 
36,644
19,149

  
36,644
19,149

Current assets
  

Debtors: amounts falling due within one year
 5 
21
9

Cash at bank and in hand
  
96
2

  
117
11

Creditors: amounts falling due within one year
 6 
(16,337)
(8,719)

Net current liabilities
  
 
 
(16,220)
 
 
(8,708)

Total assets less current liabilities
  
20,424
10,441

Creditors: amounts falling due after more than one year
 7 
(13,708)
(7,223)

  

Net assets
  
6,716
3,218


Capital and reserves
  

Called up share capital 
  
83
46

Share premium account
  
8,194
4,522

Profit and loss account
  
(1,561)
(1,350)

  
6,716
3,218


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 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.



Mark Hine
Director

The notes on pages 2 to 6 form part of these financial statements.

Page 1

 


BG BIDCO 5 LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

BG Bidco 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

 
2.1

Basis of preparation of financial statements

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.



 
2.3

Going concern

The directors have a 3 year business plan and maintain 3 year rolling forecasts to monitor financial performance of the Company and Group, they have carried out sensitivity analysis on the forecast model to take account of all reasonably possible scenarios. The forecasts indicate that the Company 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.

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Finance costs

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 2

 


BG BIDCO 5 LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.10

Financial instruments

The Company 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.


3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).


4.


Fixed asset investments





Investments in subsidiary companies

£000



Cost


At 1 January 2023
19,150


Additions
17,494



At 31 December 2023
36,644




On 22 February 2023, BG Bidco 5 Limited purchased 100% of the share capital of Forefront Advisers Limited for £16,352,000 plus fees of £1,142,000.

Page 3

 


BG BIDCO 5 LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£000
£000


Amounts owed by group undertakings
-
1

Other debtors
-
7

Prepayments and accrued income
21
1

21
9



6.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
24
-

Amounts owed to group undertakings
16,135
8,610

Other creditors
170
78

Accruals and deferred income
8
31

16,337
8,719


Page 4

 


BG BIDCO 5 LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Bank loans
13,708
7,223

13,708
7,223


The following liabilities were secured:

2023
2022
£000
£000



Bank loans
13,708
7,223

13,708
7,223

Details of security provided:

Bank loans are secured by a fixed and floating charge over the assets of the Company.

The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:

2023
2022
£000
£000


Repayable other than by instalments
13,708
7,223

13,708
7,223

The bank loan is repayable on 26 February 2029.


8.


Contingent liabilities

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. The Company continues to act as a guarantor to the New Facilities Agreement.


9.


Related party transactions

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. As the disclosure of this is not material to the accounts. The balances outstanding with the company are shown in aggregate in creditors under amounts owned to group undertakings respectively.


10.


Post balance sheet events

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.

Page 5

 


BG BIDCO 5 LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Parent company

The parent of the smallest group for which consolidated accounts are drawn up is BG Topco 5 Limited, a company registered in England & Wales. The address of registered office is 154-160 Fleet Street, London, EC4A 2DQ.


12.


Auditors' information

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.

 
Page 6