Registered number:
for the year ended
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AMS Holdco 1 Ltd
Company Information
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AMS Holdco 1 Ltd
Contents
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AMS Holdco 1 Ltd
Strategic Report
for the year ended 31 December 2023
The directors present the audited annual report and accounts for the year ending 31 December 2023.
The ultimate controlling party of AMS Holdco 1 Limited during the year was Mativ Holdings Inc.
AMS Holdco 1 Ltd is a holding company with ten directly owned subsidiaries within the Mativ Holdings Inc. Group of companies, a leading global performance materials company. The Company acts as an intermediate holding company within the Mativ Holdings Inc. Group of companies and has not traded during the period and there are no plans to do so in the immediate future. During the period, the Company made a loss before tax of £6,101k (2022: £8,155k). Management reviewed the carrying value of investments in subsidiaries and deemed no impairment was required (2022: £2,054k), with the carrying value remaining at £176,573k at 31 December 2023 (2022: £176,573k).
The Company is a wholly owned subsidiary within the group of Mativ Holdings Inc. The directors of Mativ Holdings Inc. manage the Group's risks at a Group level, rather than at an individual subsidiary level. The principal risks and uncertainties of Mativ Holdings Inc. which include those of the Company, are discussed in the business review in the Group’s annual report which does not form part of this report.
No KPIs have been used during the year as management deems metrics on non-trading companies to be not applicable.
The directors take their duties and responsibilities seriously when managing the company.
The following highlights how the directors have delivered against the requirements of Section 172 in the application of their duties: S172(1)(A) “The likely consequences on any decision in the long term” The company is a wholly owned subsidiary of Mativ Holdings Inc and all decisions of the company are aligned to the strategic priority of the Group which is ‘Finding ways to improve everyday life’. All decisions of the company are taken in line with our written policies, our Code of Conduct and Mativ Holdings' guiding principles which require that directors and employees demonstrate trust, respect and integrity in all that we do.
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AMS Holdco 1 Ltd
Strategic Report (continued)
for the year ended 31 December 2023
S172(1)(B) “The Interests of the Company’s employees”
Employees are a key stakeholder in the operations of the company and its greatest asset and this is reflected in the Mativ Values which each and every employee is tasked to drive and uphold. The Company does not have any direct employees, but wholly owns subsidiaries that do. Through the Group wide values below, the directors ensure consistency across these subsidiaries, to ensure the Company delivers against S172 requirements. Prioritize Safety We place the Health and Wellbeing of people and communities before everything else Be Curious We approach every day with an open mind to learn, improve and grow Have a Voice We speak up, openly debate in a respectful way and align on a path forward Win with Customers We go above and beyond to exceed the expectations of our customers Make it Happen We think big, act with intent and get results We harness direct engagement with our employees through a ‘culture of conversation’ which encourages honest conversations, diversity of thought, teamwork, creativity and innovation. A range of communication channels are used to keep employees informed of business performance, policy changes and people news including our company intranet, regular ‘Town Hall’ communications, social media, webinars, informal discussions together with videos and open question channels from the Group CEO. S172(1)(C) “The need to foster the Company’s business relationships with suppliers, customers and others” Key stakeholder relationships are primarily through subsidiaries of the Company. The Directors work with the subsidiaries in order to foster relationships with the below stakeholders: Customers Whether it is through technology, manufacturing or global capabilities, we are committed to connecting our strengths to those of our customers. We do this through direct engagement with our customers on a regular basis to understand their particular challenges and how we may be able to solve them. Also, as a Group, we conduct customer satisfaction surveys to understand our customers’ perceptions of how we are meeting their needs, together with attendance at trade shows and the development of specialised services to support business needs and partnerships. Suppliers Our key suppliers are an essential element of our supply chain and we have a Procurement function devoted to our engagement with suppliers, ensuring that we maintain direct engagement. Our attendance at Trade shows harnesses these relationships and we utilise questionnaires on materials and adherence to the Group’s Code for Responsible Procurement. Ultimate Parent The Company’s ultimate parent company was Mativ Holdings Inc. which is listed on the New York Stock Exchange (MATV). The interests of the Mativ Holdings Inc’s stockholders is paramount and our parent company has an Investor Relations function which communicates regularly with stockholders to keep them informed of progress. Government Subsidiaries undertakes meetings and engagement with local officials as required and ensures compliance with policy issues that impact our business and the community in which we operate.
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AMS Holdco 1 Ltd
Strategic Report (continued)
for the year ended 31 December 2023
S172(1)(D) “The impact of the Company’s operations on the community and the environment”
The impact of the Company on the environment and the community is primarily through subsidiaries. The Directors work with the subsidiaries in order have a positive impact, including the below: Community We are committed to building positive relationships with the communities in which we operate. Subsidiaries liaise with the Community and Parish Council as part of any planning permission for any new facility build and partnerships with the Environment Agency, River Aire Trust, Wild Trout Trust, Angling Society and local neighbours. Subsidiaries also supports several local charitable events. The Group has several relationships with global organisations, such as the Planet Water Foundation. Sustainability The Group has a long-standing commitment to environmental stewardship and sustainability, and we are committed to further integrating environmental principles into our strategies. S172(1)(E) “The desirability of the Company maintaining a reputation for high standards of business conduct” It is recognised by the directors that doing business the right way is key to long term success for the company and the company uses a number of measures to ensure compliance. The Group operates under a Code of Conduct which is Mativ Holdings Group’s guide to ethics and responsibilities in the workplace and outlines the requirements of every director and employee. Ethics are fundamental to all aspects of our business, both internally and externally, and it is the role of all employees, managers and leaders to apply these requirements to their jobs and for reporting any suspected violations of law or the Code. Regular updates and reminders of compliance requirements in the form of global emails are issued together with regular training updates. The Group also operates a whistleblowing policy which allows any individual to report any form of non-compliance anonymously. S172(1)(F) “the need to act fairly as between members of the Company” The company is held directly by a single member and has one ultimate parent company, Mativ Holdings Inc, headquartered in the USA and listed on the New York Stock Exchange. The directors consider courses of action that enable delivery of our strategic priorities taking into account the impact on the Mativ Holdings group of companies globally.
This report was approved by the board and signed on its behalf.
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AMS Holdco 1 Ltd
Directors' Report
for the year ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 loss for the year, after taxation, amounted to £6,101k (2022 - loss £8,288k).
Dividends paid during the period amounted to £Nil (December 2022: £260,712k) .
The directors who served during the year were:
The directors expect the performance to remain consistent with the period 31 December 2023 in the forthcoming year.
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
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AMS Holdco 1 Ltd
Directors' Report (continued)
for the year ended 31 December 2023
In March 2024, the indirect subsidiary, First Water Ramsbury Limited was disposed of.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd
We have audited the financial statements of AMS Holdco 1 Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 Auditors' 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.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
In our opinion, based on the work undertaken in the course of the 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.
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 or the Directors' report.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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AMS Holdco 1 Ltd
Independent Auditors' Report to the Members of AMS Holdco 1 Ltd (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, 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 members those matters we are required to state to them in an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Cheshire
SK1 3GG
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AMS Holdco 1 Ltd
Statement of Comprehensive Income
for the year ended 31 December 2023
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AMS Holdco 1 Ltd
Registered number: 12607049
Balance Sheet
as at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 20 form part of these financial statements.
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AMS Holdco 1 Ltd
Statement of Changes in Equity
for the year ended 31 December 2023
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
AMS Holdco 1 Limited is a private company limited by shares incorporated in England and Wales, registered number 12607049. The address of the registered office is 125 Old Broad Street, London, England, ECN 1AR. The principal activity is that of an intermediate holding company.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Mativ Holdings Inc. as at 31 December 2023 and these financial statements may be obtained from the company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA. or on the Mativ company website.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
At the year end, the company had net current liabilities of £321m (2022: £315m) and net liabilities of £145m (2022: £139m). Management has confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due.
As a result, the financial statements are prepared on a going concern basis.
The following new standards and amendments are effective for the period beginning 1 January 2023:
∙IFRS 17 Insurance contracts
∙Disclosure of Accounting policies (Amendments to IAS 1 Presentation of financial statements and IFRS Practice statement 2 Making materiality judgements)
∙Definition of Accounting estimates (Amendments to IAS 8 Accounting policies, Changes in accounting estimates and Errors)
∙Deferred tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12 Income taxes)
∙International Tax reform – Pillar 2 Model rules (Amendment to IAS 12 Income taxes).
None of these amendments had any impact on the company.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets
Financial assets and financial liabilities are initially measured at fair value.
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Financial liabilities
At amortised cost
The key sources of estimation, uncertainty and critical accounting judgements in applying the company’s policies are as follows: Carrying value of investments and subsidiary loan impairments The assessment of the discounted cash flows and the key inputs into the future forecasts for the investments involves the use of market participant discount rates calculated at a CGU level. This includes the addition of a premium to reflect the current size and market capitalisation of the Company and compares this to a set of relevant comparators. The cash flows used for these assessments have been calculated using a management approved forecast. Should these estimates vary, the profit or loss and balance sheet of the following years could be significantly impacted.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
7.Taxation (continued)
From 1 April 2023 the main rate of corporation tax increased to 25%. The 23.52% rate used above reflects 9 months of the new rate and 3 months of the previous rate of 19%.
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
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AMS Holdco 1 Ltd
Notes to the Financial Statements
for the year ended 31 December 2023
Share premium account
Profit and loss account
The Company's immediate parent Company is Mativ Luxembourg S.a.R.L., a company incorporated in Luxembourg.
The ultimate parent undertaking and controlling party is Mativ Holdings Inc., which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.
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