Company registration number 13390239 (England and Wales)
ST MICHAELS UK PROPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ST MICHAELS UK PROPCO LIMITED
COMPANY INFORMATION
Directors
Nicola Caroline Barker
Gary Alexander Neville
Sebastiano Robert Vittorio D'avanzo
(Appointed 29 April 2024)
Company number
13390239
Registered office
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
Auditor
Deloitte LLP
PO Box 403
Gaspe House
66-72 Esplanade
St Helier
Jersey
JE2 3QT
ST MICHAELS UK PROPCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 16
ST MICHAELS UK PROPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their report and the financial statements of St Michaels UK Propco Limited (the "company") for the year ended 31 December 2023.

Principal activities

The principal activity of the company is property development.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Charles Darrel Tutt
(Resigned 29 April 2024)
Nicola Caroline Barker
Gary Alexander Neville
Sebastiano Robert Vittorio D'avanzo
(Appointed 29 April 2024)
Auditor

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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:

 

 

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

ST MICHAELS UK PROPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The report was approved by the board of directors on ........................ and signed on behalf of the board by:
Nicola Caroline Barker
Gary Alexander Neville
Director
Director
18 September 2024
ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 3 -

Report on the audit of the financial statements

 

Opinion

In our opinion the financial statements of St Michaels UK Propco Limited (the 'company'):

 

We have audited the financial statements which comprise:

 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

 

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC’s') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 4 -
Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the FRC's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

 

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

 

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

 

We discussed among the audit engagement team including relevant internal specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our specific procedures performed to address are described below:

 

To mitigate the risk, we have engaged our valuation specialist to assess the appropriateness of the methodology applied, challenge management around the valuation’s inputs and assumptions, review the valuations in detail to accuracy of the computation of the fair value and discuss any significant judgements and assumptions in the valuation report with the management to consider whether they have been appropriately considered.

ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 5 -

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

 

In addition to the above, our procedures to respond to the risks identified included the following:

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

 

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

 

 

We have nothing to report in respect of these matters.

ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 6 -

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Siobhan Durcan, FCCA, ACA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
St Helier, Jersey
Date: 20 September 2024
ST MICHAELS UK PROPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
Period ended
from 1 July
Year ended
2021 to 31
31 December
December
2023
2022
Notes
£
£
Administrative expenses
12
(47,807)
(5,327,834)
Fair value gains/(losses) on investment property
4
4,182,253
-
Profit/(loss) before taxation
4,134,446
(5,327,834)
Tax on profit/(loss)
5
-
0
-
0
Profit/(loss) for the financial year/period
4,134,446
(5,327,834)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The company has no other recognised items of income and expenses other than the results for the year/period as set out above.

The notes on pages 10 to 16 form part of these financial statements.

ST MICHAELS UK PROPCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investment properties
6
67,900,000
32,936,926
Current assets
Debtors
8
3,786,209
2,120,356
Cash at bank and in hand
4,275,064
157,714
8,061,273
2,278,070
Creditors: amounts falling due within one year
9
(19,103,128)
(3,022,837)
Net current liabilities
(11,041,855)
(744,767)
Total assets less current liabilities
56,858,145
32,192,159
Creditors: amounts falling due after more than one year
10
(44,241,503)
(24,609,963)
Net assets
12,616,642
7,582,196
Capital and reserves
Called up share capital
11
13,810,030
12,910,030
Profit and loss reserves
(1,193,388)
(5,327,834)
Total equity
12,616,642
7,582,196

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

The financial statements were approved by the board of directors and authorised for issue on 18 September 2024 and are signed on its behalf by:
Nicola Caroline Barker
Gary Alexander Neville
Director
Director
Company Registration No. 13390239
ST MICHAELS UK PROPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 30 June 21 - unaudited
1
-
0
1
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
(5,327,834)
(5,327,834)
Issue of share capital
11
12,910,029
-
12,910,029
Balance at 31 December 2022
12,910,030
(5,327,834)
7,582,196
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
4,134,446
4,134,446
Issue of share capital
11
900,000
-
900,000
Balance at 31 December 2023
13,810,030
(1,193,388)
12,616,642
ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information

St Michaels UK Propco Limited (the "company") is a private company limited by shares incorporated in England and Wales. The registered office is Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD.

1.1
Reporting period

In the prior year, the company had extended its accounting period to 18 months from June 2022 to December 2022, therefore the prior year comparative figures (including relevant notes) are not directly comparable with the results for the year ended 31 December 2023.

1.2
Statement of Compliance

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, except for investment properties which are valued at fair value. The principal accounting policies adopted are set out below.

1.3
Going concern

The financial statements have been prepared on a going concern basis.true

The directors are required to assess the Company’s ability to continue as a going concern and have assessed the Company’s financial position, including its ability to meet its day to day working capital and forecast cash flow requirements. The directors have prepared a forecast for the next 12 months from the date of approval of the financial statements, which demonstrates the ability of the company to further fund the delivery of its business plan. This assumption is based on the cash available in the company, the external financing that is available to be called upon, alongside the support from the shareholder up to the agreed funding levels and that this will not be recalled, which will finance the development and running costs. On this basis, the directors believe that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

The company made a profit of £4,134,446 (2022: loss of £5,327,834) and is in a net asset position of £12,616,642 (2022: net asset position of £7,582,196).

As at 31 December 2023, the balance of £44,241,503 owed to the external lender is to fall due on 20 January 2025 and the intention of the Directors is to exercise the extension of the loan as per the relevant provisions of agreement and process. Both the company and the lender fully expect the loan to be extended to 20 January 2026 as per the provisions of the Facility Agreement, due to the conditions for extension being met.

1.4
Investment properties

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.5
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.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.6
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.

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.

1.7
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.

1.8
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is offset against the loan interest paid and both are capitalised within the cost of the investment property.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Current tax

Tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account 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. There is no taxable profit during the period.

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 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. On this basis no deferred tax asset has been recognised in the period given the company will continue to make losses until the completion of the construction of the asset. 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 profit and loss account, 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.

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.

 

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Those estimates and assumptions include, but are not limited to, fair value of the investment property. The future value of the investment property could be impacted by a wide range of variables, such as changes in economic factors regionally, nationally and globally.

 

There are no critical accounting judgements.

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
ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
4
Other gains/(losses)
2023
2022
£
£
Fair value gains/(losses)
Gain on financial assets held at fair value through profit or loss
4,182,253
-
0
5
Taxation

A deferred tax liability on the investment property fair value adjustment of £4,182,253 (2022: £nil) has been provided at £1,045,563 (2022 : £nil). Netted against this is a deferred tax asset of £1,045,563 (2022: £nil) on the taxable losses. Total accumulated taxable losses are £6,766,907 (2022: £3,677,498) therefore there is an unrecognised deferred tax asset of £634,212 (2022: £919,375). This will be recognised at the point when recoverability is considered likely.

 

 

6
Investment property
2023
2022
£
£
Fair value
At 1 January
32,936,926
-
Additions
30,780,821
32,936,926
Revaluations
4,182,253
-
At 31 December
67,900,000
32,936,926

On 20 December 2021, the company acquired the leasehold interest in the property at Bootle Street, Manchester.

The company entered into a development management agreement with Relentless Management Services Limited ("the Development Manager") which governs the development of Phase 1 land for the Development Management fee.

Investment property is comprised of property which is being developed. Additions comprised of all expenditure incurred to bring the asset into its intended use. In line with accounting policy 1.4 the investment property has been stated at fair value.

An inspection of the properties valued the current fair value of the asset at £67.9m as at 31 December 2023. The investment property was valued at its fair value as at 31 December 2023, based on a valuation performed by a RICS registered valuers, an independent valuer with experience in the location and class of asset being valued. The investment property has been valued in accordance with guidance notes in the Appraisal and Valuation Manual of RICS. This is an internationally accepted basis of valuation.

7
Derivative
2023
2022
£
£
Carrying amount of financial assets
Derivative value at 1 January
1,785,780
-
Derivative purchase cost in period
-
1,927,000
Movement in fair value of derivative
(273,789)
(141,220)
Derivative value at 31 December
1,511,991
1,785,780
ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Derivative
(Continued)
- 14 -
The above amount is included within the amounts falling due after more than one year in note 8.

The derivative contract was entered into on 15 November 2022 and a premium of £1,927,000 was paid. The contract has a maturity date of January 15 2025. During the year amounts of £682,180 (2022: £18,440) were received and these amounts have been offset against the interest costs, which are capitalised and included within the cost of the investment property.

8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
7,574,218
5,634,576
Provision for unpaid share capital
(5,300,000)
(5,300,000)
2,274,218
334,576
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
1,511,991
1,785,780
Total debtors
3,786,209
2,120,356

Included within other debtors is £5.3m of deferred share capital relating to shares issued to Relentless Investments (SM) Limited. This consideration is deferred and conditional should there be a sale of shares in St Michaels UK Propco Limited or there is an asset sale of the phase 1 St Michaels development. The directors have assessed the likelihood of these conditions not being met and concluded that it is not yet probable and therefore have made a provision in respect of its recoverability.

9
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
8,821,572
916,345
Amounts owed to group undertakings (see note 15)
8,811,997
1,733,408
Taxation and social security
16,993
16,993
Other creditors
1,452,566
356,091
19,103,128
3,022,837
10
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
44,241,503
24,609,963
ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Creditors: amounts falling due after more than one year
(Continued)
- 15 -

Included within other creditors is a loan of £44,241,503 (2022: £24,609,963) provided by an external financial institution as agreed on 20 December 2021. The facility provided allows the company to draw down funds as the project progresses up to an amount of £73,923,127. Interest of 4.4% over SONIA bank rate is charged on the drawn amount. Interest of 1.9% is charged on the undrawn amount. The loan balance is stated including charges and fees added to the principal sum. The company has taken out an interest rate cap derivative against this loan. See note 7. The facility is secured by way of a charge registered at Companies House over the investment property. The loan is due for repayment on 20 January 2025 and this is disclosed further in note 1.3.

 

11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary Shares of £1 each
13,810,030
12,910,030
13,810,030
12,910,030

 

During the period 900,000 (2022 - 12,910,029) ordinary shares of £1 each were issued.

 

Included within share capital are 5,300,000 Ordinary shares of £1 each issued to Relentless Investments (SM) Limited, which remain unpaid. This amount has been provided for in the financial statements due to uncertainty regarding its recoverability (see note 8).

12
Administrative expenses
Period ended
from 1 July
Year ended
2021 to 31
31 December
December
2023
2022
£
£
Accountancy
16,700
2,750
Audit fees
30,000
25,000
Bank charges
232
84
Subscriptions
875
-
Provision for share capital not paid
-
5,300,000
47,807
5,327,834
13
Financial commitments, guarantees and contingent liabilities

At the balance sheet date the company had entered into contracts with Jacksons Row Developments Limited whereby amounts of £9.3m will become due should there be a sale of the shares in St Michaels UK Propco Limited or there is an asset sale of the phase 1 St Michaels development. The directors have assessed the likelihood that these conditions have not been met at the balance sheet date and unlikely to meet in the foreseeable future, hence only a contingent liability has been disclosed in the financial statements.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
14
Events after the reporting date

Since the balance sheet date there has been continuing progress with delivery and pre-letting of the property. At the date of signing the financial statements some 90% of the lettable area is contracted under a signed agreement for lease.

15
Related party transactions

Included within creditors is an amount of £8,811,997 (2022: £1,733,408) due to a shareholder of the company, St Michaels S.A.R.L.

 

Interest of £211,997 (2022:£33,408) was charged during the period and has been capitalised and included within the value of the investment property. The interest rate is determined by the management body of the lender based on a transfer pricing study, computed on a 360 day year and the actual number of days elapsed.

 

The loan has no fixed repayment date and is due for repayment on such a date as the lender and borrower may agree.

 

A development and asset management fee of £509,808, payable to Relentless Management Services Limited, has been capitalised to the cost of investment property. Relentless Management Services Limited is a related party due to a common director in the company and Relentless Management Services Limited.

16
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
30,000
25,000
17
Controlling party

The controlling party of St Michaels UK Propco Limited is St Michaels S.A.R.L. and its registered office is 2, Rue Edward Steichen, L-2540, Luxembourg.

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