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Company registration number: 13185467







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


BG MIDCO 5 LIMITED






































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BG MIDCO 5 LIMITED
 


 
COMPANY INFORMATION


Directors
Andrew Himsley 
Mark Hine (appointed 26 September 2023)
Frances Burnham (appointed 20 June 2023)
Robert Stansfield (resigned 5 May 2023)
Donal Smith (appointed 4 August 2023, resigned 26 September 2023)




Registered number
13185467



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 MIDCO 5 LIMITED
 



CONTENTS



Page
Statement of financial position
1
Notes to the financial statements
2 - 5


 


BG MIDCO 5 LIMITED
REGISTERED NUMBER:13185467



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 4 
8,417
4,708

  
8,417
4,708

Current assets
  

Debtors: amounts falling due within one year
 5 
9,060
4,235

  
9,060
4,235

Creditors: amounts falling due within one year
 6 
(579)
-

Net current assets
  
 
 
8,481
 
 
4,235

Total assets less current liabilities
  
16,898
8,943

Creditors: amounts falling due after more than one year
 7 
(10,508)
(5,309)

  

Net assets
  
6,390
3,634


Capital and reserves
  

Called up share capital 
  
83
46

Share premium account
  
8,194
4,522

Profit and loss account
  
(1,887)
(934)

  
6,390
3,634


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 5 form part of these financial statements.

Page 1

 


BG MIDCO 5 LIMITED
 


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

1.


General information

BG Midco 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 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

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.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
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.

 
2.8

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.

Page 2

 


BG MIDCO 5 LIMITED
 


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

2.Accounting policies (continued)

 
2.9

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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.


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
4,708


Additions
3,709



At 31 December 2023
8,417






Page 3

 


BG MIDCO 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
9,060
4,233

Other debtors
-
2

9,060
4,235



6.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
2
-

Amounts owed to group undertakings
570
-

Accruals and deferred income
7
-

579
-



7.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Loan notes
10,508
5,309

10,508
5,309


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
10,508
5,309

10,508
5,309

Redeemable loan notes have an annual coupon rate of 10% and mature on 11 February 2029.


8.


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 it does not have a material effect the financial statements. The balances outstanding                     with the company are shown in aggregate in debtors under amounts owned by group undertakings respectively.

Page 4

 


BG MIDCO 5 LIMITED
 


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

9.


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.

10.


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 5