Company registration number 12231287 (England and Wales)
BARENTZ FINCO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BARENTZ FINCO UK LIMITED
COMPANY INFORMATION
Directors
K W F Doorman
B J Osnabrug
Company number
12231287
Registered office
22a St James's Square
London
SW1Y 4JH
Auditor
Moore (South) LLP
Suite 3, Second Floor
Friary Court
13-21 High Street
Guildford
Surrey
GU1 3DG
BARENTZ FINCO UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 20
BARENTZ FINCO UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
The principal activity of Barentz Finco UK Limited (The “Company”) continued to be that of a holding company. The Company and its subsidiaries (The “Group), act as a distributor for products and ingredients to the pharmaceutical, personal care, animal nutrition and human nutrition industries as well as the distribution of Department of Health prescription products
The Company made a loss of £(81)K in the year (2022: loss £(17)K). The current year loss was mainly driven by dividends from its subsidiaries offset by interest payable on 3rd Party loans. As at the balance sheet date the Company had net assets of £9.1m (2022: £9.2m).
The directors are satisfied with the Company results for the period.
Principal risks and uncertainties
The Directors are aware of their responsibility for managing risks, which are regularly reviewed at Board level to ensure that risk management is being implemented and monitored effectively.
The Company does not trade but is exposed to risks associated with the performance of the companies in which it holds investments and the performance of companies from which it is owed receivables. If the performance of the company's investments deteriorates then it may have to recognise an impairment in the value of the investment. Similarly, if the Company believes a receivable is not recoverable it may have to recognise an impairment.
Key performance indicators
The directors have deemed the key performance indicators of the Company to be Profit after tax and net assets. The directors have determined these to be key performance indicators of the Company due to its nature as a holding company with the principal activity of holding investments.
In the current year the Company made a loss of £(81)K (2022: Loss £(17)K), while net assets fell to at £9.1m (2022: £9.2m).
Other information and explanations
The directors expect the activities for Barentz Finco UK Limited will continue in the new financial year.
BARENTZ FINCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement by Directors in relation to Performance of their Statutory Duties in accordance with Section 172 of the Companies Act 2006
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision-making. While discharging their duties, Section 172 requires the Directors to consider amongst other matters:
The likely consequences of any decision in the long term
The interests of the company’s employees
The need to foster the company’s business relationships with suppliers, customers and others
The impact of the company’s operations on the community and the environment
The desirability of the company maintaining a reputation for high standards of business conduct and the need to act fairly
As a holding company with no employees, and the decisions of which have minimal impact on the community and the environment, the Directors consider points (b) and (d) to be irrelevant to the Company. A statement detailing how the Directors have regard for parts (a), (c) and (e) of Section 172 of the Companies Act 2006 is set out below.
The Directors of the Company are fully aware of the requirement for them to act in a way that they believe, in good faith, would be most likely to promote the long term success of the Company for the benefit of its stakeholders. In the performance of its duty to promote the success of the Company, the Board has regard to a number of matters, including considering the impact of the Company’s activities on its shareholders and subsidiaries, the likely consequence of any decisions in the long term, compliance with Group policies and listening to the views of the Group’s key stakeholders to build trust and ensure it fully understands the potential impacts of the decisions it makes.
As a holding company, The Company’s primary relationships are with its subsidiaries and associated entities. The Company maintains strong relationships with its external service providers and advisers and holds itself to a high standard of professional conduct. As a holding company, the Company’s key suppliers are tax advisers and audit services who are required to confirm to the Company on an annual basis that they remain independent.
As Directors our intention is to behave responsibly, ensuring management operate the business with integrity and in accordance with the high standards of conduct and governance expected of a business such as ours. Our intention is to work with other businesses that share our values.
The Directors are responsible for ensuring that the activities of the Company are conducted in compliance with the law and applicable governance and regulatory authorities. The Directors actively promotes a corporate culture that is based on ethical values and behaviours.
The Directors ensure that the financial statements give a true and fair view of the state of affairs of the Company.
K W F Doorman
Director
24 September 2024
2024-09-24
BARENTZ FINCO UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company is that of a holding company.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
K W F Doorman
B J Osnabrug
Auditor
The auditor, Moore (South) LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
The Company is a holding company and as such has no trading activity and consumed less than 40,000kWh of energy during the period and hence information on the Company’s carbon emissions and energy consumption during the year as well as energy efficiency activities specific to the company have not been disclosed.
The group headed by this company though is considered to be a large group and the following analysis of emissions, energy consumption or energy efficiency activities relates to the group headed by this company.
Energy consumption
kWh
Aggregate of energy consumption in the year
208,488
Emissions of CO2 equivalent
Metric tonnes
Metric tonnes
Scope 1 - direct emissions
- Gas combustion
3.00
- Fuel consumed for owned transport
40.00
43.00
Scope 2 - indirect emissions
- Electricity purchased
24.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
13.00
Total gross emissions
80.00
Intensity ratio
Tonnes of CO2 per employee
1.4
Quantification and reporting methodology
The analysis follows the 2019 HM Government Environmental Reporting Guidelines. It was calculated using the GHG Reporting Protocol – Corporate Standard and using the 2023 UK Government’s Conversion Factors for Company Reporting.
BARENTZ FINCO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.
Measures taken to improve energy efficiency
The Group headed by this Company has continued to encourage staff to use video conferencing where possible for meetings to reduce the need for travel. Additionally, the Group has continued to encourage employees with a company car to switch to alternatives such as electric or hybrid cars. Furthermore, subsidiaries within the Group have moved to a more energy efficient office.
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.
On behalf of the board
K W F Doorman
Director
24 September 2024
BARENTZ FINCO UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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.
BARENTZ FINCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BARENTZ FINCO UK LIMITED
- 6 -
Opinion
We have audited the financial statements of Barentz Finco UK Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
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.
BARENTZ FINCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BARENTZ FINCO UK LIMITED
- 7 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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 strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.
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 Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
BARENTZ FINCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BARENTZ FINCO UK LIMITED
- 8 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant from the perspective of the financial statements are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with responsibility for ensuring legal and regulatory compliance is adhered to and considered the internal controls in place to mitigate identified risks. Management override of controls was identified as a significant fraud risk from our assessment.
We assessed the control environment, documenting the systems, controls and processes adopted and undertook an assessment of risks identified in designing our audit approach, which incorporated a combination of tests of controls, analytical review and substantive procedures involving tests of transactions and balances. Any irregularities noted were discussed with management and those charged with governance and we obtained additional corroborative evidence as required.
In response to the risk of fraud due to management override, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify any unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of bias;
reviewed transactions with related parties, in particular the management charges and transactions with group entities;
reviewed the disclosures within the financial statements to ascertain whether they meet the requirements of the accounting standards and relevant legislation.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material mis-statements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
BARENTZ FINCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BARENTZ FINCO UK LIMITED
- 9 -
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Christopher Goodwin (Senior Statutory Auditor)
For and on behalf of Moore (South) LLP
25 September 2024
Chartered Accountants
Statutory Auditor
Suite 3, Second Floor
Friary Court
13-21 High Street
Guildford
Surrey
GU1 3DG
BARENTZ FINCO UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Administrative expenses
(57,914)
(75,740)
Interest receivable and similar income
4
3,659,350
2,579,294
Interest payable and similar expenses
5
(3,682,156)
(2,520,668)
Loss before taxation
(80,720)
(17,114)
Tax on loss
6
Loss for the financial year
(80,720)
(17,114)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BARENTZ FINCO UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
7
42,318,499
42,318,499
Current assets
Debtors falling due after more than one year
9
8,395,291
8,395,291
Debtors falling due within one year
9
1,252,249
864,363
Cash at bank and in hand
4,848
36,365
9,652,388
9,296,019
Creditors: amounts falling due within one year
10
(6,871,166)
(6,490,237)
Net current assets
2,781,222
2,805,782
Total assets less current liabilities
45,099,721
45,124,281
Creditors: amounts falling due after more than one year
11
(35,952,415)
(35,896,255)
Net assets
9,147,306
9,228,026
Capital and reserves
Called up share capital
12
135,392
135,392
Share premium account
13,403,855
13,403,855
Profit and loss reserves
(4,391,941)
(4,311,221)
Total equity
9,147,306
9,228,026
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
K W F Doorman
Director
Company registration number 12231287 (England and Wales)
BARENTZ FINCO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
135,392
13,403,855
(4,294,107)
9,245,140
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(17,114)
(17,114)
Balance at 31 December 2022
135,392
13,403,855
(4,311,221)
9,228,026
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(80,720)
(80,720)
Balance at 31 December 2023
135,392
13,403,855
(4,391,941)
9,147,306
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
Barentz Finco UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 22a St James's Square, London, SW1Y 4JH.
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.
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. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Barentz Finco UK Limited is a wholly owned subsidiary of Barentz Holding BV and the results of Barentz Finco UK Limited are included in the consolidated financial statements of Barentz Holding BV which are publicly available. The registered office address is Saturnsstrat 15, 2132 HB Hoofdorp, The Netherlands.
1.2
Business combinations
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Going concern
The company has support from its parent company and at the time of approval of the financial statements, the directors have a reasonable expectation the the company will have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparation of these financial statements.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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.
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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.
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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
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.
There are no judgements or estimates that are required to be disclosed.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
2
2
4
Interest receivable and similar income
2023
2022
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
3,270,000
2,195,000
Interest receivable from group companies
387,886
383,895
Bank interest received
1,464
399
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
5
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
3,392,856
2,227,560
Interest payable to group undertakings
289,300
293,108
3,682,156
2,520,668
6
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(80,720)
(17,114)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(18,969)
(3,252)
Tax effect of income not taxable in determining taxable profit
(768,450)
(417,050)
Unutilised tax losses carried forward
317,419
Group relief
470,000
380,000
Deferred tax not recognised on unused losses
40,302
Taxation charge for the year
-
-
7
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
42,318,499
42,318,499
8
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Subsidiaries
(Continued)
- 18 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Forum Product Holdings Limited
Part Second Floor, The Omnibus Building, Lesbourne Road, Reigate, Surrey, RH2 7LD
Holding Company
Ordinary
100.00
-
Forum Health Products Limited
As above
Distribution of pharmaceutical products
Ordinary
0
100.00
Barentz UK Limited
As above
Distribution of pharmaceutical products and nutrition ingredients
Ordinary
0
100.00
Barentz Ireland Limited
Block S, Grants View, Greenogue Business Park, Rathcoole, County Dublin, Ireland
Distribution of pharmaceutical and nutrition ingredients
Ordinary
0
100.00
NK Chemicals (Europe) Limited
United Kingdom
Dormant
Ordinary
100.00
-
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Forum Product Holdings Limited
2,217,486
3,268,946
Forum Health Products Limited
1,669,177
935,791
Barentz UK Limited
17,869,901
4,864,560
Barentz Ireland Limited
3,401,299
1,525,721
NK Chemicals (Europe) Limited
Quantum Generics Limited, Forum Products (Ireland) Limited and Forum Bioscience Holdings Limited have been dissolved during the financial year
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,252,249
864,363
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
8,395,291
8,395,291
Total debtors
9,647,540
9,259,654
10
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
5,786,000
5,786,000
Other creditors
1,085,166
704,237
6,871,166
6,490,237
11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
35,952,415
35,896,255
The loan has a 7 year term with an interest rate of 6 month SONIA plus 5%. It is secured by a charge over the shares of the company.
12
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary euro of 1 cent each
16,000,000
16,000,000
135,392
135,392
13
Financial commitments, guarantees and contingent liabilities
A standard multilateral bank guarantee was held by NatWest Bank PLC with Barentz UK Limited, Forum Products Holdings Limited, and Forum Health Products Limited.
A charge is held by Wilmington Trust (London) Limited, who hold a charge over the shares of a subsidiary company.
BARENTZ FINCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
14
Events after the reporting date
Subsequent to the balance sheet date, the company passed a resolution to reduce the value of the share premium account to £Nil.
Since the balance sheet, the company has paid dividends to the value of £16,000,000 and received dividends to the value of £19,719,030.
15
Parent company
The company's immediate parent undertaking is Barentz Midco BV, a company registered in the Netherlands. The results of Barentz Finco UK Limited are included in the consolidated financial statements of Barentz Holding BV.
The company's ultimate parent undertaking is Rivage Jersey Holding Limited, a company based in Jersey
The ultimate parent entity is the Sixth Cinven Fund, a limited partnership which is registered in Guernsey. The partnership is managed by Cinven Capital Management (VI) General Partner Limited, a company incorporated in Guernsey, which is considered to be the ultimate controlling party.
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