Company Registration No. 12239421 (England and Wales)
CI GGL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CI GGL LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
CI GGL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
41,239,403
35,850,551
Current assets
-
-
Creditors: amounts falling due within one year
6
(113,754)
(33,782,760)
Net current liabilities
(113,754)
(33,782,760)
Total assets less current liabilities
41,125,649
2,067,791
Capital and reserves
Called up share capital
7
33,732,250
10
Profit and loss reserves
7,393,399
2,067,781
Total equity
41,125,649
2,067,791

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 25 September 2024 and are signed on its behalf by:
J Goldstein
Director
Company Registration No. 12239421
CI GGL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
10
18,322,872
18,322,882
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(16,255,091)
(16,255,091)
Balance at 31 December 2022
10
2,067,781
2,067,791
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
5,325,618
5,325,618
Conversion of loan to shares
7
33,732,240
-
33,732,240
Balance at 31 December 2023
33,732,250
7,393,399
41,125,649
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

CI GGL Limited is a private company limited by shares incorporated in England and Wales. The registered office was changed to 72 Welbeck Street, London, United Kingdom, W1G 0AY on 1 May 2024 (previously 116 Upper Street, London, England N1 1QP).

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 except for certain financial instruments included at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the company will be able to meet itstrue

liabilities as and when they fall due for the foreseeable future.

 

During the year, £33,732,240 of the amount owing to CH Capital A Holdings LLC, and included in creditors as at 31 December 2022, was converted to equity resulting in a reduced liability payable. Cain RE LLC, CH Capital A Holdings LLC’s parent company, has agreed to provide £80,000 for support of ongoing expenses during the period to 30 September 2025.

 

The directors therefore consider it appropriate to prepare the company's accounts on a going concern basis.

 

1.3
Fixed asset investments

Investments comprise investments in unquoted equity instruments which are initially measured at transaction price excluding transaction costs and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised through the profit and loss.

1.4
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.

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.

CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors and amounts owed to group companies 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
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.

1.6
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.

CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
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.

Accounting Policy for investments carried at fair value

Under FRS 102, if an investment can be measured reliably then measurement at fair value through profit and loss account can be adopted as the accounting policy. The fair value of unquoted investments is determined in accordance with the International Private Equity and Venture Capital Valuation Guidelines by using the aggregate of the valuations derived from the application of publicly quoted valuation ratios relevant to asset driven businesses for comparable quoted companies, to the asset base of the investment entity. The directors consider that the application of a liquidity discount to the comparables used in the fair value calculation is not appropriate on the basis of the size and market presence of the invested entity, the size of the company’s holding and its influence exercised (through various rights) and on the basis that the average of the range of comparables, applied in the valuation, reflects an implicit discount to the closest comparable identified by the company’s valuation experts.

 

 

The relevant ratios include:

• Price/Tangible Book Value;

• Price/ Book Value;

• Enterprise Value/Assets

 

A +/- 10% fluctuation in the valuation metrics applied to the underlying assets of the invested entity would result in a +/- £4.1m variance in the fair value of the investment.

Due to the financial, economic and geopolitical factors impacting the financial markets, It is reasonably possible that outcomes within the next financial year could be materially different from those calculated on the above assumptions. This could result in a material adjustment to the carrying amount of the investment.

 

3
Employees

The average monthly number of persons (including directors) employed by the company during the period was nil (2022 - nil).

4
Fixed asset investments
2023
2022
£
£
Unlisted investments
41,239,403
35,850,551

Fixed asset investments comprise an investment in a private limited company, purchased in 2019. The acquisition was funded by an inter-company indebtedness of the same amount. During the year ended 31 December 2023, this debt was converted to 33,732,240 Ordinary shares with a par value of £1.

CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Unlisted investments
£
Cost or valuation
At 1 January 2023
35,850,551
Increase in value of shares as a result of buyback
1,359,831
Valuation changes
4,029,021
At 31 December 2023
41,239,403
Carrying amount
At 31 December 2023
41,239,403
At 31 December 2022
35,850,551
5
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
41,239,403
35,850,551
6
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
82,314
33,757,500
Accruals and deferred income
31,440
25,260
113,754
33,782,760

As referred to in Note 5, an intercompany liability of £40.3m was created on the purchase by the company of an investment in an unlisted entity on 24 October 2019. This was interest free and repayable on demand. Since 2019, a total of £6.6m of the liability was repaid, with the remaining balance of £33.7m being converted to equity on 11 July 2023.

 

7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
33,732,250
10
33,732,250
10

On 11 July 2023, 33,732,240 Ordinary shares with a par value of £1 were issued to CH Capital A Holdings LLC. The shares issued were fully paid, with the consideration being satisfied by way of the remaining balance of the intercompany liability created on 2019 being released.

CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
8
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 Carolyn Hazard.
The auditor was HW Fisher LLP.
9
Parent undertakings

The immediate parent undertaking is CH Capital A Holding LLC, an entity incorporated in Delaware, with a registered address of 767 Fifth Avenue, 17th Floor, New York, NY 10153, United States of America.

 

In 2023, the ultimate controlling parties were Mr T.L. Boehly and Mr J.S. Goldstein.

 

The largest group in which results of the company are consolidated is that headed by Eldridge Industries, LLC of 600 Steamboat Road, Greenwich, Connecticut, 06830, USA. The financial statements of these entities are not publicly available. The smallest group in which they are consolidated is that headed by Cain RE LLC, with a registered office address of 767 Fifth Avenue, 17th Floor, New York, NY 10153, United States of America. The financial statements of this entity are not publicly available.

 

 

 

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