Company Registration No. 09061854 (England and Wales)
Plum Tower Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
Plum Tower Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
Plum Tower Limited
Statement of financial position
As at 31 December 2023
1
2023
2022
Notes
$
$
$
$
Fixed assets
Investments
4
59,326,669
64,339,639
Current assets
Debtors
6
504,386
504,386
Cash at bank and in hand
630,395
621,522
1,134,781
1,125,908
Creditors: amounts falling due within one year
7
(314,032)
(235,204)
Net current assets
820,749
890,704
Net assets
60,147,418
65,230,343
Capital and reserves
Called up share capital
8
53,078,038
53,078,038
Profit and loss reserves
9
7,069,380
12,152,305
Total equity
60,147,418
65,230,343
The director of the company has elected not to include a copy of the income statement 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 and signed by the director and authorised for issue on 29 October 2024.
Michael Conboy
Director
Company Registration No. 09061854
Plum Tower Limited
Notes to the financial statements
For the year ended 31 December 2023
2
1
Accounting policies
Company information
Plum Tower Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, United Kingdom, EC4V 4BE.
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 US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
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 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
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’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 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.
Plum Tower Limited is a wholly owned by Luxor Capital Partners Offshore Master Fund, LP and the results of Plum Tower Limited are included in the consolidated financial statements of Luxor Capital Partners which are available from Luxor Capital Group, LP, 1114 Avenue of the Americas FL28, New York, NY 10036-0072.
1.2
Going concern
The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus he continues to adopt the going concern basis of accounting in preparing the financial statements.
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
3
1.3
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.
Investments in subsidiaries and associates are all held at cost less impairment in the separate financial statements of the company.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.4
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.
1.5
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 statement of financial position 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, 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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
4
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. The impairment loss is recognised in profit or loss.
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.
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.
1.6
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.7
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 income statement 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.
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
5
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.
1.8
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
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment on investment
The company had a $64,339,639 brought forward investment in Plum Tower A Inc, as described in notes 4 and 5. This investment was impaired during the year to $59,326,669, recognising the impairment loss of $5,012,970 in the statement of profit or loss. This impairment of the investment is a key judgement area in these accounts.
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
6
3
Employees
The average monthly number of persons employed by the company during the year was:
2023
2022
Number
Number
Total
4
Fixed asset investments
2023
2022
$
$
Shares in group undertakings and participating interests
59,326,669
64,339,639
Movements in fixed asset investments
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023 & 31 December 2023
64,339,639
Impairment
At 1 January 2023
-
Impairment losses
5,012,970
At 31 December 2023
5,012,970
Carrying amount
At 31 December 2023
59,326,669
At 31 December 2022
64,339,639
5
Subsidiaries
These financial statements are separate company financial statements for Plum Tower Limited.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Country of incorporation (or residence)
Proportion of ownership interest (%)
Proportion of voting power held (%)
Nature of business
Plum Tower A Inc.
United States of America
99
99
Investment company
Plum Tower A LP
Unites States of America
99
99
Investment partnership
Plum Tower LP
Unites States of America
99
99
Investment partnership
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
6
Debtors
2023
2022
Amounts falling due within one year:
$
$
Amounts owed by group undertakings
504,386
504,386
7
Creditors: amounts falling due within one year
2023
2022
$
$
Amounts owed to group undertakings
236,961
186,663
Accruals and deferred income
77,071
48,541
314,032
235,204
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of £1 each
31,688,151
31,687,751
53,078,038
53,078,038
9
Profit and loss reserves
2023
2022
$
$
At the beginning of the year
12,152,305
(57,141)
(Loss)/profit for the year
(5,082,925)
69,109,151
Dividends declared and paid in the year
-
(98,585,000)
Share redemption or reduction
41,685,295
At the end of the year
7,069,380
12,152,305
10
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:
Lucy Brennan
Statutory Auditors:
Saffery LLP
Date of audit report:
31 October 2024
11
Related party transactions
Plum Tower Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
11
Related party transactions (continued)
8
The company is a wholly owned member of Luxor Capital Partners, LP, and as such has taken advantage of the exemption permitted by section 33 'Related Party Disclosures', not to provide disclosures of transactions entered into with other wholly-owned members of the group.
During the prior period, Plum Tower A Inc declared dividends of $101,350,000, of this balance $500,000 was retained by Plum Tower A LP, which owed these funds to Plum Tower Limited along with $4,386 of withholding tax.
At the year ended 31 December 2023, $504,386 was still owed by Plum Tower A LP to Plum Tower Limited (2022: $504,386) from the transaction which occurred in the prior period.
12
Ultimate controlling party
The director does not consider there to be an ultimate controlling party.