Company registration number 13322203 (England and Wales)
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
41,564
44,845
Current assets
Debtors
4
101,780
54,167
Cash at bank and in hand
5,178
43,597
106,958
97,764
Creditors: amounts falling due within one year
5
(156,571)
(147,089)
Net current liabilities
(49,613)
(49,325)
Net liabilities
(8,049)
(4,480)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(8,050)
(4,481)
Total equity
(8,049)
(4,480)

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 September 2024 and are signed on its behalf by:
R J Quelch
Director
Company Registration No. 13322203
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(10,233)
(10,232)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
5,752
5,752
Balance at 31 December 2022
1
(4,481)
(4,480)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(3,569)
(3,569)
Balance at 31 December 2023
1
(8,050)
(8,049)
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

NEOS SPV 1 LTD (formerly REKOM CARDIFF LTD) is a private company limited by shares incorporated in England and Wales. The registered office is Proud Mary, 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD.

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. 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:

 

 

The financial statements of the Company are consolidated in the financial statements of Rekom Group Holdings ApS. These consolidated financial statements are available from CVR, the Danish state’s master register of business information.

NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern

The financial statements have been prepared on a going concern basis.true

 

On 1 February 2024, the Company became part of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies as part of a pre-pack Administration deal following the CC STIM UK TOPCO LTD Group of companies entering into administration. As part of this process the directors prepared a detailed daily cashflow forecast to the end of 2025. The forecasting process included contingency plans and stress testing in case of negative budget deviations to ensure that the Company has sufficient resources to meet its liabilities as they fall due for a period of at least 12 months from the date of signing.

 

The cashflow forecast has been reviewed and adopted during the pre-pack Administration process.

 

As a part of the pre-pack transaction, CC STIM UK TOPCO LTD's funding partner rolled an existing 166m DKK of debt funding, that had been provided to the CC STIM UK TOPCO LTD Group of companies, into the new NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies. They also provided an additional 38m DKK of debt funding to the new group. The Company remains an obligor to that debt.

 

The loan agreement was due to expire in January 2025, however the lender has agreed to extend the expiry date to 1 December 2025 and has given the option to the Group for them to elect that any interest due between 1 February 2024 and 1 December 2025 can be paid in kind.

 

This, along with the support of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group, gives the Company sufficient resources to continue as a going concern. The Company has received a letter of support from all companies in the NEOS TOPCO LTD Group valid to 1 December 2025.

 

The directors are of the opinion that there are no other significant post period end developments that should be brought to the attention of the reader of these financial statements.

 

Based on these assessments, and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.

1.3
Turnover

Turnover is recognised as revenue net of value added tax recognised on sales.

Sale of goods and admission income are recognised when the significant risks and rewards of ownership of the goods or provision of services have passed to the buyer.

Admissions income is derived from admissions; room hire; machine income and other direct income to third parties.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Lease premiums represent cash premiums paid to landlords in respect of initiating new or assigned leases. They are recognised at cost and then amortised over the term of the lease.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Lease Premium
15 years straight line basis
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Impairment of fixed assets

At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible 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.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.

1.6
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.

1.7
Equity and reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deductions, net of tax, from the proceeds.

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

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter of the lease term and the asset's useful lives.

 

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term. Lease incentives are recognised over the lease term on a straight line basis.

NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -

Rental income is generated through the sublet of units within properties used by the REKOM Group for the purpose of trade. Where there are unutilised units in a property owned by the Group these are leased to third parties at market rent.

1.10

Trade and other debtors

Trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.

1.11

Trade and other creditors

Trade and other creditors are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors
3
3
3
Intangible fixed assets
Lease Premium
£
Cost
At 1 January 2023 and 31 December 2023
48,817
Amortisation and impairment
At 1 January 2023
3,972
Amortisation charged for the year
3,281
At 31 December 2023
7,253
Carrying amount
At 31 December 2023
41,564
At 31 December 2022
44,845
NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
101,780
54,167
5
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
-
0
19,736
Amounts owed to group undertakings
156,555
108,612
Taxation and social security
-
0
18,033
Other creditors
-
0
691
Accruals and deferred income
16
17
156,571
147,089
6
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.

Senior Statutory Auditor:
John Lindegaard
Statutory Auditor:
Krogh & Partners Ltd
7
Operating lease commitments
Lessee

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
Within one year
250,000
250,000
Between one and five years
1,058,333
1,033,333
In over five years
2,233,333
2,508,333
3,541,666
3,791,666
8
Financial commitments, guarantees and contingent liabilities

As at the year end, the Company had an intercompany guarantee in respect of borrowings in CC STIM UK TOPCO LTD by way of a fixed and floating charge over all assets of CC STIM UK TOPCO LTD and its subsidiaries. As at the year end, the total borrowings were £19,953,459 (2022 - £11,450,810).

NEOS SPV 1 LTD (FORMERLY REKOM CARDIFF LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
9
Related party transactions

The Company has taken advantage of the exemption not to disclose related party transactions with wholly owned subsidiaries within the group.

10
Ultimate controlling party

Following the Group restructure on 1 February 2024, the directors regard Skyvest Holdings ApS, a company incorporated in Denmark, as the ultimate controlling company.

 

NEOS HOLDCO LTD (formerly CC STORM UK HOLDCO LTD), a company incorporated in England and Wales, is the immediate parent company. The registered office of the immediate parent company is 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD. The registered office of the ultimate parent company is Skovly Mark 27, Øverød, 2840 Holte, Denmark.

 

The largest group in which the results for the year ended 31 December 2023 are consolidated is that headed by Rekom Group Holdings ApS. Copies of the group financial statements may be obtained from CVR, the Danish state's master register of business information.

 

11
Post balance sheet events

On 1 February 2024 CC STIM UK TOPCO LTD, the Company's ultimate parent company in the UK, went through a pre-pack administration. This resulted in the Company's ultimate parent company in the UK becoming NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD), following NEOS TOPCO LTD's bid offer being accepted by the administration.

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