Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31true2023-01-01falseBusiness support and consultancy services.22truetrue 07844808 2023-01-01 2023-12-31 07844808 2022-01-01 2022-12-31 07844808 2023-12-31 07844808 2022-12-31 07844808 2022-01-01 07844808 c:Director2 2023-01-01 2023-12-31 07844808 d:CurrentFinancialInstruments 2023-12-31 07844808 d:CurrentFinancialInstruments 2022-12-31 07844808 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 07844808 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 07844808 d:ShareCapital 2023-12-31 07844808 d:ShareCapital 2022-12-31 07844808 d:ShareCapital 2022-01-01 07844808 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 07844808 d:RetainedEarningsAccumulatedLosses 2023-12-31 07844808 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 07844808 d:RetainedEarningsAccumulatedLosses 2022-12-31 07844808 d:RetainedEarningsAccumulatedLosses 2022-01-01 07844808 c:OrdinaryShareClass1 2023-01-01 2023-12-31 07844808 c:OrdinaryShareClass1 2023-12-31 07844808 c:OrdinaryShareClass1 2022-12-31 07844808 c:FRS102 2023-01-01 2023-12-31 07844808 c:Audited 2023-01-01 2023-12-31 07844808 c:FullAccounts 2023-01-01 2023-12-31 07844808 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 07844808 c:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 07844808 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 07844808
















CIBUS EUROPE LIMITED




FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023
































 
CIBUS EUROPE LIMITED
REGISTERED NUMBER: 07844808

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
259,231
219,983

Cash at bank and in hand
 5 
46,617
52,320

  
305,848
272,303

Creditors: amounts falling due within one year
 6 
(211,630)
(186,208)

Net current assets
  
 
 
94,218
 
 
86,095

Total assets less current liabilities
  
94,218
86,095

  

Net assets
  
94,218
86,095


Capital and reserves
  

Called up share capital 
 7 
1
1

Profit and loss account
  
94,217
86,094

  
94,218
86,095


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





Cibus Europe BV
Director

Date: 25 September 2024

The notes on pages 4 to 10 form part of these financial statements.

Page 1

 
CIBUS EUROPE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
1
86,094
86,095



Loss for the year
-
(406,874)
(406,874)


Contributions by and distributions to owners

Capital contribution
-
414,997
414,997


At 31 December 2023
1
94,217
94,218


The notes on pages 4 to 10 form part of these financial statements.

Page 2

 
CIBUS EUROPE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Restated Profit and loss account
Restated Total equity

£
£
£

At 1 January 2022
1
79,078
79,079



Profit for the year
-
939
939


Contributions by and distributions to owners

Capital contribution
-
6,077
6,077


At 31 December 2022
1
86,094
86,095


The notes on pages 4 to 10 form part of these financial statements.

Page 3

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Cibus Europe Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Salt Quay House, 4 North East Quay, Sutton Harbour, Plymouth, PL4 0BN, United Kingdom.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company has generated a loss after tax of £406,874 in the current year (2022: restated profit of £939), this includes current and prior year share-based payment expenses of £414,997 (2022: £6,077) which have been funded by capital contributions from the ultimate parent entity. Excluding these transactions, the Company made a profit after tax of £8,123 (2022: £7,016). At the year end date the Company had net current assets of £94,218 (2022: £86,095). 
The Company is reliant on management charge income charged to its parent undertaking Cibus Europe BV to cover the operational costs associated with the business, as no external revenue is generated.
Due to the financial position of Cibus Inc Group (ultimate controlling party), a material uncertainty in respect of going concern was presented in the December 2023 Group Financial Statements and the Directors do not consider the position to have sufficiently improved in the period to date. Without continued support, the UK Company would be unable to continue to operate. The Directors have therefore concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern.

Page 4

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 5

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Pensions

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

  
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 6

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Employees

The average monthly number of employees, including directors, during the year was 2 (2022: 2).


4.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
259,230
219,982

Other debtors
1
1

259,231
219,983



5.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
46,617
52,320

46,617
52,320



6.


Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£
£

Trade creditors
8,700
4,811

Amounts owed to group undertakings
175,171
160,397

Corporation tax
784
1,736

Other taxation and social security
10,129
10,014

Accruals and deferred income
16,846
9,250

211,630
186,208


Page 7

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Share capital

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1 (2022: 1) Ordinary share of £1.00
1
1



8.


Share-based payments

During the year ended 31 December 2023 a share-based payment expense of £2,545 was recognised in relation to restricted shares granted by the ultimate parent company Cibus Global, LLC to one of the employees of the Cibus Europe Limited. This relates to 391,067 restricted stock units awarded between 2019 and 2021 with vesting periods of between 1 and 3 years. 237,834 restricted stock units had vested before 1 January 2023, 41,187 vested in the year and the remaining 112,046 were cancelled and reissued as restricted share awards in the new ultimate parent Cibus Inc. as a result of a merger with Calyxt Inc. on 31 May 2023. This also resulted in a capital contribution of £2,545 by Cibus Global, LLC.

The estimated fair value of these stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:

Weighted average share price - $0.08585
Exercise price - $0.08585
Risk free interest rate - 1.11%
Expected volatility - 70.05%
Expected term - 6.08 years

On 31 May 2023 the ultimate parent Cibus Inc. granted awards of Class A restricted stock to one of the employees of the Cibus Europe Limited. 29,989 restricted stock awards were issued at a fair market value of $31.50 per share (the listed share price on the grant date). The restricted stock awards have a vesting period of between 6 months and 3 years, with 16,413 vested in the year leaving a balance of 13,576 restricted stock awards unvested at the year-end.

The share-based payment resulted in a charge of £412,452 and matching capital contribution by Cibus Inc. being recognised in the financial statements for the year.
Page 8

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Prior year adjustment

The 2022 Statement of Comprehensive Income has been updated to include recognition of a share-based payment expense of £6,077 in relation to restricted shares granted by the ultimate parent company Cibus Global LLC to one of the employees of the Cibus Europe Limited. This relates to 391,067 restricted stock units awarded between 2019 and 2021 with vesting periods of between 1 and 3 years. 138,986 restricted stock units had vested before 1 January 2022, 98,848 vested in 2022 leaving a balance of 153,233 restricted stock units unvested at the year-end. This has also resulted in a capital contribution of £6,077 by Cibus Global, LLC.
The estimated fair value of these stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
 
Weighted average share price - $0.08585
Exercise price - $0.08585
Risk free interest rate - 1.11%
Expected volatility - 70.05%
Expected term - 6.08 years


10.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,321 (2022: £1,321).


11.


Related party transactions

As the company is a wholly owned subsidiary of Cibus Inc, the company has taken advantage of the exemption contained in section 33.1A of FRS 102, and not disclosed transactions or balances with wholly owned subsidiaries which form part of the group. 


12.


Controlling party

The company's ultimate controlling party is Cibus Inc. The registered office is Cibus Inc, 6455 Nancy Ridge Drive, San Diego 92121, United States, USA. 

Page 9

 
CIBUS EUROPE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on continued Group support and due to the financial position of the Group has concerns regarding the ability of the Group to provide sufficient support. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 25 September 2024 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.

 
Page 10