Company registration number 14783942 (England and Wales)
EIG TURIA HOLDINGS LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD 6 APRIL 2023 TO 31 DECEMBER 2023
EIG TURIA HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Etienne Charles Jean Renault
(Appointed 6 April 2023)
Gary Leonard Stokes
(Appointed 6 April 2023)
Secretary
Dorota Salinger
20 St. James's Street
7th Floor
London
SW1A 1ES
Company number
14783942
Registered office
20 St. James's Street
7th Floor
London
SW1A 1ES
Bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
EIG TURIA HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Statement of comprehensive income
4
Statement of financial position
5
Statement of changes in equity
6
Notes to the financial statements
7 - 12
EIG TURIA HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the period ended 31 December 2023.
Principal activities
The Company was incorporated on the 6 April 2023. The principle activity of the Company during the period was that of a holding company.
Results and dividends
The results for the period are set out on page 4. Net assets at 31 December 2023 stood at €74,491.
During the financial period, no interim dividends were paid.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Etienne Charles Jean Renault
(Appointed 6 April 2023)
Gary Leonard Stokes
(Appointed 6 April 2023)
Qualifying third party indemnity provisions
The company has not made qualifying third party indemnity provisions for the benefit of its directors during the period.
Political donations
The Company made no political and charitable donations during the financial period.
Key performance indicators
The Company's primary role is an investment holding company and as such it has no material trading activities and therefore there are no key performance indicators to be disclosed.
Going concern
The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding to meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.
As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.
Substantial shareholdings
As at the date of this report, the Company did not receive any notifications under chapter 5 of the Disclosure Guidance and Transparency Rules.
Treasury policies
The objectives of the Company are to manage the Company's financial risk, secure cost effective funding for the Company's operations, and to minimise the adverse effects of fluctuations in the financial markets on the Company's financial assets and liabilities, on reported profitability and on the cash flows of the Company.
The Company finances its activities with shareholders' equity. Other financial assets and liabilities such as trade debtors and trade creditors, arise directly from the Company's operating activities.
Domicile and legal form
The company is limited by shares and registered in England and Wales. The Company is UK tax resident.
EIG TURIA HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Gary Leonard Stokes
Director
6 August 2024
EIG TURIA HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
EIG TURIA HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
Period
ended
31 December
2023
Notes
€
Administrative expenses
(38,977)
Finance income
4
3,307,804
Finance costs
5
(3,225,682)
Profit before taxation
43,145
Tax on profit
6
(8,198)
Profit for the financial period
34,947
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 7 to 12 form part of these financial statements.
EIG TURIA HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 5 -
31 December 2023
Notes
€
€
Non current assets
Equity settled options
7
7,297,889
Debtors: amounts falling due after more than one year
8
64,307,431
71,605,320
Current assets
Debtors: amounts falling due within one year
9
629,346
Cash at bank and in hand
64,067
693,413
Creditors: amounts falling due within one year
10
(1,158,481)
Net current liabilities
(465,068)
Total assets less current liabilities
71,140,252
Creditors: amounts falling due after more than one year
11
(71,065,761)
Net assets
74,491
Capital and reserves
Share capital
12
39,544
Retained earnings
34,947
Total equity
74,491
The notes on pages 7 to 12 form part of these financial statements.
For the financial period 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 directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The member has not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 6 August 2024 and are signed on its behalf by:
Gary Leonard Stokes
Director
Company Registration No. 14783942
EIG TURIA HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
Share capital
Profit and loss reserves
Total
Notes
€
€
€
Incorporation on 6 April 2023
1
1
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
34,947
34,947
Issue of share capital
12
39,543
-
39,543
Balance at 31 December 2023
39,544
34,947
74,491
The notes on pages 7 to 12 form part of these financial statements.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
1
Accounting policies
Company information
EIG Turia Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 St. James's Street, 7th Floor, London, SW1A 1ES.
1.1
Reporting period
The Company's financial year starts 1 January and ends 31 December except for this first period. The first financial period is for 9 months which started from the date of incorporation i.e. 6 April 2023 until 31 December 2023.
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 euros, 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
Going concern
The directors, after carrying out necessary enquiries, believe that the Company has adequate sources of funding totrue meet any future investments and to pay its expenses, and is well placed to manage its business risk successfully.
As a consequence of the above, the directors have a reasonable expectation that the Company has adequate resources and procedures in place to manage its business risks for the foreseeable future. Accordingly, the Company has adopted the going concern basis in the preparation of the financial statements.
1.4
Equity settled options
Equity settled options are initially recognised at fair value at the date the contract is entered into. Subsequent to initial recognition, the equity settled options are maintained at their initial fair value on the basis that these are options over a fixed number of shares on a fixed-for-fixed basis.
A gain or loss will be recorded on disposal of the derivatives based on the proceeds received less the initial fair value.
1.5
Fixed asset investments
The Company evaluates the carrying value of investments in each financial period to determine if there has been an impairment in value, which would result in the inability to recover the carrying amount. When it is determined that the carrying value exceeds the recoverable amount, the excess is written off to the income statement.
1.6
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.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.7
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 statement of financial position 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.
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.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Foreign currency translation
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences are recognised in the statement of comprehensive income within ‘Finance income’ or ‘Finance costs’.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
1.11
Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration expenses such as marketing expenses, leasing fees, professional fees, service charge expenses, legal fees, management fees, advisory fees and other operating expenses.
1.12
Share capital consists of ordinary shares which are classified as equity when there is no obligation to transfer cash or other assets.
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
The Company has no employees. The Directors received no remuneration from the Company in respect of qualifying services rendered during the period under review.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
4
Finance income
2023
€
Finance income includes the following:
Finance income on loan (interest)
2,528,862
Finance income on loan (original issue discount)
521,278
Amortised loan fees
257,664
3,307,804
5
Finance costs
2023
€
Finance costs includes the following:
Finance costs
2,968,018
Amortised loan fees
257,664
3,225,682
6
Taxation
2023
€
Current tax
UK corporation tax on profits for the current period
8,198
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
2023
€
Profit before taxation
43,145
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
8,198
Taxation charge
8,198
With effect from 1 April 2023 the rate of corporation tax has increased from 19% to 25% in the event taxable profits exceed £50,000. As the profits for the financial year is under £50,000 the rate of 19% still applies.
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
7
Equity settled share options
2023
€
Fair value
At 31 December 2023
7,297,889
Equity settled share options comprise of 'warrants' issued by Prosolia Internacional S.L. which can be exercised in exchange for an issuance of 338,828 Class B Shares in Prosolia Internacional S.L. for €1 per share, representing 10% of the fully diluted share capital of Prosolia Internacional S.L. at the time of grant. Certain restrictions apply to when the warrants may be exercised during a period of up to 21 July 2031.
8
Debtors: amounts falling due after more than one year
2023
€
Loan facility receivable from Prosolia Internacional SLU:
Principal
61,098,616
Prepaid fees
2,687,537
Finance income on loan (original issue discount)
521,278
64,307,431
On 2nd July 2023, the Company entered into a loan agreement with Prosolia Internacional, S.L. for a commitment of €145,000,000. The loan has been recorded as being issued at a discount equal to the value of the warrants received for no consideration when entering into the loan. The discount is equal to $7,297,889 which will be amortized over the term of the loan. The interest rate consists of 5% cash paid and 3% paid in kind, received on a quarterly basis.
9
Debtors
2023
Amounts falling due within one year:
€
Interest and commitment fee receivable
52,047
Prepaid loan fees related to Prosolia Internacional SLU
577,299
629,346
10
Creditors: amounts falling due within one year
2023
€
Interest payable regrouping the cash, PIK and commitment fees payable
86,310
Prepaid loan fees
577,299
Corporation tax
8,198
Other creditors
482,830
Accrued expenses
3,844
1,158,481
EIG TURIA HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
11
Creditors: amounts falling due after more than one year
2023
€
Principle loan payable
68,378,224
Prepaid loan fees to shareholder loan
2,687,537
71,065,761
On 18 July 2023, the Company entered into an loan agreement with EIG Fund XVIII Holdings-A (Offshore), L.P. and EIG Bandelier Partners, L.P. for a commitment of EUR 140,000,000 and EUR 5,000,000 respectively. The interest rate is 4.84% cash paid and 3% PIK, plus a commitment fee of 1% on undrawn amounts, payable on a quarterly basis. The loan also has a profit participating return, payable on maturity or with the option to pay earlier, which is equal to the net profit of the company less the interest and commitment fees accrued on the loan facility with Prosolia Internacional S.L. The loan matures on 18 July 2029.
On 21 November 2023, EIG Fund XVIII Holdings-A (Offshore), L.P. transfered EUR 15,000,000 of its above commitment to EIG Sunsuper Co-Investment II, L.P.
As at year end, the following loan principal amount were outstanding:
EIG Fund XVIII Holdings - A (Offshore), L.P. EUR 59,943,410
EIG Bandelier Partners, L.P. EUR 2,357,870
EIG Sunsuper Co-Investment II, L.P. EUR 7,076,944
During the period, the Company has prepaid loan fees of €2,687,547 payable to Prosolia Internacional S.L.
12
Share capital
2023
2023
Ordinary share capital
Number
€
Issued and fully paid
Ordinary shares of €0.01 each
3,954,400
39,544
13
Parent company
The majority issued share capital of EIG Turia Holdings Limited is held by EIG Fund XVIII Holdings-A, L.P., a limited partnership established and registered in Delaware and is the ultimate parent undertaking and controlling party.
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