MBC Bondco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, EC2N 2AX.
The company's immediate parent company is Weston Importers Limited, incorporated and registered in Scotland, which owns 100% of the Company's share capital. It's registered office is C/O Brodies LLP Capital Square, 58 Morrison Street, Edinburgh, Scotland, EH3 8BP.
The ultimate parent company of the group is Marfrig Global Foods S.A, a company incorporated and registered in Brazil. Marfrig Global Foods S.A. is listed on the Brazilian stock exchange.
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 £.
This company is a qualifying entity for the purposes of FRS 101, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements, as permitted by FRS 101 paragraph 8:
The requirement of IAS 1 'Presentation of Financial Statements' paragraph 38 relating to the presentation of share capital;
The requirements of IAS 1 'Presentation of Financial Statements' paragraph 111 and IAS 7 'Statement of Cash Flows';
The requirement of IFRS 7 'Financial Instruments: Disclosures' relating to the disclosure of financial instruments and the nature and extent of risks arising from such instruments;
The requirement of IAS 8 'Accounting Policies, Change in Accounting Estimates and and Errors';
Disclosures of the effect of future accounting standards, amendments, and interpretations in issue but not yet effective;
The requirement of IFRS 13 'Fair Value Measurement' paragraph 91 to 99 relating to the fair value measurement disclosures of financial assets and financial liabilities that are measured at fair value;
The requirement of IAS 24 'Related Party Disclosures' paragraph 17 and 18A relating to the disclosure of key management personnel compensation, and relating to the disclosure of related party transactions entered into between the Company and other wholly-owned subsidiaries of the group.
The financial statements of the company are consolidated in the financial statements of Marfrig Global Foods S.A. These consolidated financial statements are available from its website www.marfrig.com.br/en.
Basic financial assets, which include trade and other receivables 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.
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, which include trade and other payables are classified as debt and are initially recognised at fair value 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 payables 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 payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Defined benefit pension scheme
Pension costs in respect of defined benefit schemes are charged to the statement of comprehensive income on a systematic basis based on actuarial calculations. Amounts charged are calculated using the following rates:
Current service cost - Discount rate at the start of the year
Interest cost - Discount rate at the start of the year
Expected return on assets - Expected rate of return at the start of the year
Past service costs are recognised in the statement of comprehensive income on a straight line basis over the period in which increases in benefit vest.
Assets in the scheme are measured at their fair value at the balance sheet date. Defined benefit liabilities are measured on an actuarial basis using the projected unit method. The assets and liabilities of the scheme are subject to a full actuarial valuation by an external professionally qualified actuary triennially and are reviewed annually by the actuary and updated to reflect current conditions.
Any shortfall in the value of the scheme assets compared to the present value of the scheme liabilities is recognised as a liability. A surplus is not recognised as an asset in the balance sheet as it may only be refunded after the purchase by the fund of annuities for all member in the pension scheme.
Actual gains and losses that arise on the valuation of the scheme's assets and liabilities are released to the statement of comprehensive income.
The Plan is closed to future accrual, hence, there is no cost of accrual included within the defined benefit cost.
The scheme administrator has confirmed that the final remaining lump sum amount due to the last ex-member has been settled and there are no further member’s with defined benefit obligations remaining within the Plan.
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 and the disclosure of contingent 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 directors consider that the following estimates and judgements are likely to have the most significant effect on amounts recognised in the financial statements.
The company operates a defined benefit pension scheme which is closed to future accrual of benefits for members. The estimation of the employee benefit cost and future scheme liabilities requires the use of actuaries and the determination of appropriate assumptions such as discount rates and expected future rates of return as set out in note 11.
The company has no employees and makes no payment to directors.
As a result of taking the decision to voluntarily liquidate the Company following the period end, all operations of MBC Bondco Limited are considered to be classified as discontinued in the period ended 7 January 2024.
The company operates a defined benefit plan in the UK. A full actuarial valuation was carried out at 31 March 2017 and the results have been updated to 7 January 2024 by a qualified actuary, independent of the scheme's sponsoring employer.
The schedule of contributions dated (i.e. signed by the trustees on) 13 May 2009 states that the company will pay amounts into the scheme equal to the Pensions Protection Fund Levy. Management and administration expenses are payable in addition as and when they are due. No contribution was required during the period.
During the period, a final lump sum payments was made to the members by the trustees. The scheme administrator has confirmed that there are no further member’s with defined benefit obligations remaining within the Plan. Therefore there are no defined benefit obligations at the period end and hence, no actuarial assumptions are required at the period end for the purpose of calculating the defined benefit obligation.
The actuary has computed the following information about the financial position of the scheme as at 7 January 2024:
Assumed life expectations on retirement at age 65:
Amounts recognised in the income statement
Amounts taken to other comprehensive income
The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:
Movements in the present value of defined benefit obligations
The defined benefit obligations arise from plans funded as follows:
Movements in the fair value of plan assets
Fair value of plan assets at the reporting period end
None of the fair values of the assets shown above include a direct investment in the company's own financial instruments or any property occupied by, or other assets used by, the company.
The company's authorised share capital is 1 ordinary shares of £1 each. All of these shares are allotted and fully paid.
The following describes the nature and purpose of each reserve within equity:
Reserves Description and purpose
Share capital Nominal value of share capital subscribed for.
Share premium Amount paid for the Company’s shares in excess of the aggregate
nominal share value.
Capital redemption Non-distributable reserve and presents paid up share capital.
reserve
Retained earnings All other net gains and losses and transactions with owners not recognised
elsewhere.
The company has reduced it's total share capital from £769,459 to £1 by cancelling the following:
- £49,999 in the share capital account by cancelling 49,999 ordinary shares of £1 each;
- £613,682 in share premium account of the company by reducing the share premium account to £nil; and
- £105,777 in capital redemption account of the company by reducing the capital redemption account to £nil.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Emphasis of matter - going concern
Following the period end, the directors have taken the decision to liquidate the Company. As at the date of the directors report the formal liquidation process has yet to commence. However, it is the view of management that the Company will no longer be a going concern for the foreseeable future.
The company has taken advantage of the exemptions contained in FRS 101, "Reduced Disclosure Framework" not to disclose transactions with its parent undertakings and any group company on the grounds that it is a 100% owned subsidiary and the consolidated financial statements of Marfrig Global Foods S.A., in which the company is included, are publicly available.
There are no other transactions with related parties such as are required to be disclosed under FRS 101.