Company Registration No. 09613652 (England and Wales)
TG ACQUISITIONS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TG ACQUISITIONS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
TG ACQUISITIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
292,179
226,957
Investment properties
5
70,000,000
80,000,000
70,292,179
80,226,957
Current assets
Debtors
6
1,524,200
1,082,067
Cash at bank and in hand
1,922,910
884,827
3,447,110
1,966,894
Creditors: amounts falling due within one year
7
(2,657,417)
(1,709,424)
Net current assets
789,693
257,470
Total assets less current liabilities
71,081,872
80,484,427
Creditors: amounts falling due after more than one year
8
(2,899,674)
(112,303,017)
Net assets/(liabilities)
68,182,198
(31,818,590)
Capital and reserves
Called up share capital
10
123,074,496
4,100,100
Capital contribution
92,390
92,390
Profit and loss reserves
(54,984,688)
(36,011,080)
Total equity
68,182,198
(31,818,590)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 30 August 2024 and are signed on its behalf by:
J J Cornaby
Director
Company Registration No. 09613652
TG ACQUISITIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Own shares
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
4,100,100
92,390
(7,097,903)
(2,905,413)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(28,913,177)
(28,913,177)
Balance at 31 December 2022
4,100,100
92,390
(36,011,080)
(31,818,590)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(18,973,608)
(18,973,608)
Issue of share capital
10
118,974,396
-
-
118,974,396
Balance at 31 December 2023
123,074,496
92,390
(54,984,688)
68,182,198
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
TG Acquisitions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Stockwell House, 13 High Street, Bruton, Somerset, BA10 0AB.
1.1
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 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, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The company has the financial support of the ultimate parent company for a period of at least twelve months from the date oftrue the approval of these financial statements. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives when brought into use.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, 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
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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
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 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.
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 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.
1.9
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases, with the exception of leases relating to investment property, which are all classified as finance leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Fair value of investment properties
Investment properties are valued at fair value with changes in fair value being recognised in the profit and loss account. The fair value of the investment properties have been arrived at on the basis of a valuation carried out in March 2024 by Knight Frank Chartered Surveyors. The directors do not consider there to be any material changes to the fair value of the investment properties from the balance sheet date and March 2024 when the valuation took place and therefore believe the fair value of the investment properties recognised in the accounts is not materially misstated. Making this assessment requires judgements to be made by the directors by reference to market conditions
3
Employees
There were no employees in the current or comparative period.
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
226,957
Additions
65,222
At 31 December 2023
292,179
Depreciation and impairment
At 1 January 2023 and 31 December 2023
Carrying amount
At 31 December 2023
292,179
At 31 December 2022
226,957
At the year end, no fixtures and fittings had been brought into use.
5
Investment property
2023
£
Fair value
Restated as at 1 January 2023
80,000,000
Additions
9,438,596
Revaluations
(19,438,596)
At 31 December 2023
70,000,000
Investment property comprises commercial and residential property under development in Mayfair, London. The fair value of the investment property has been arrived at on the basis of a valuation carried out at 31 March 2024 by Knight Frank Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors believe that this is in line with the valuation at 31 December 2023.
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Premises deposit
343,710
342,708
Amounts owed by group undertakings
50,000
Other debtors
753,839
437,229
Prepayments and accrued income
376,651
302,130
1,524,200
1,082,067
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Obligations under finance leases
9
195,000
178,189
Trade creditors
808,768
282,081
Other creditors
450,218
Accruals and deferred income
1,653,649
798,936
2,657,417
1,709,424
8
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Obligations under finance leases
9
2,899,674
3,931,864
Amounts owed to group undertakings
108,371,153
2,899,674
112,303,017
On 31 May 2023, long term amounts due to group undertakings totalling £113,271,153 were converted to fully paid preference shares. In addition to this, on 30 June 2023, the associated interest of £703,243 was converted to fully paid preference shares.
9
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
195,000
178,189
In two to five years
780,000
780,000
In over five years
23,862,857
14,036,208
24,837,857
14,994,397
Less: future finance charges
(21,743,183)
(10,884,344)
3,094,674
4,110,053
On 15 May 2023, the company entered into a revised head lease for investment property recognised in the accounts with a term of 128 years. The finance lease represents ground rent payable on the lease. The lease is on a fixed payment basis, subject to periodic review; no arrangements have been entered into for contingent rental payments. The finance lease obligation is calculated using the the incremental borrowing rate of 6.4%, which is based on borrowing rates available to other group members.
There are restrictions in place over the use and operations at the building including certain structural changes.
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,100,100
4,100,100
4,100,100
4,100,100
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
118,974,396
-
118,974,396
-
Preference shares classified as equity
118,974,396
-
Total equity share capital
123,074,496
4,100,100
On 31 May 2023, 113,281,153, £1 preference shares were issued at par as part of a debt to equity conversion, whereby loans due from parent undertakings were converted from loan balances to equity. All shares are fully paid.
On 30 June 2023, 703,243, £1 preference shares were issued at par as part of a debt to equity conversion, whereby accrued interest on loans due from group undertakings was converted from loan balances to equity. All shares are fully paid.
On 17 November 2023, 2,500,000, £1 preference shares were issued at par and fully paid.
On 7 December 2023, 2,500,000, £1 preference shares were issued at par and fully paid.
Ordinary shares have full voting, dividend and distribution rights. Preference shares do not confer the right to vote or receive dividends, however they will be paid in priority on the event of liquidation.
11
Audit report information
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.
The senior statutory auditor was Russell Nathan.
The auditor was HW Fisher LLP.
12
Capital commitments
Amounts contracted for but not provided in the financial statements:
2023
2022
£
£
Contracted for but not provided in these financial statements
3,469,950
-
TG ACQUISITIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
13
Parent company
The immediate parent company is TGA Holding Limited, a company incorporated in Jersey. The directors consider there to be no single ultimate controlling party.
The smallest and largest group into which this entity is consolidated is Elidalbo AG, with a registered address of Bahnhofstrasse, 10 Zug, 6300, CH. The group financial statements are not publically available.
14
Prior period adjustment
Investment property includes a head lease under finance lease, and the head lease is included in the overall fair value consideration of the investment property. In the prior year an amount of £3,887,233 for the head lease was incorrectly included in addition to the overall fair value of the investment property. A prior year adjustment has been made to remove this additional amount.
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Fixed assets
Investment properties
83,887,233
(3,887,233)
80,000,000
Capital and reserves
Profit and loss
(32,123,847)
(3,887,233)
(36,011,080)
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2022
£
£
£
Amounts written off investments
(26,582,428)
(3,887,233)
(30,469,661)
Loss for the financial period
(25,025,944)
(3,887,233)
(28,913,177)
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