Company registration number 14043090 (England and Wales)
PITTSHANGER BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PITTSHANGER BIDCO LIMITED
COMPANY INFORMATION
Directors
M Beadle
F Blackwell
F Cattani
K Herbert
K Higgs
T Kilby
(Appointed 1 November 2023)
M Viccars
(Appointed 6 October 2023)
Crooklets LLP
(Appointed 25 March 2024)
Company number
14043090
Registered office
Happy Days Nurseries
Chapel Town
Summercourt
Newquay
Cornwall
TR8 5YA
Auditor
Azets Audit Services
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
PITTSHANGER BIDCO LIMITED
CONTENTS
Page
Directors' report
1
Statement of financial position
2
Statement of changes in equity
3
Notes to the financial statements
4 - 11
PITTSHANGER BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of Pittshanger Bidco Limited ("the Company") is that of an intermediate holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M Beadle
F Blackwell
F Cattani
M I Goddard
(Resigned 25 March 2024)
K Herbert
K Higgs
I Sanders
(Resigned 6 October 2023)
T Kilby
(Appointed 1 November 2023)
M Viccars
(Appointed 6 October 2023)
Crooklets LLP
(Appointed 25 March 2024)
Future developments
The directors intend to continue the development of the Company's principal activities and are confident of the future financial performance of the Company.
Auditor
Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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 all 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.
Small companies exemption
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The directors have also taken advantage of the small companies exemption provided by Section 414B of the Companies Act 2006 not to provide a Strategic Report.
On behalf of the board
T Kilby
Director
21 January 2025
PITTSHANGER BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
7,579,821
7,579,821
Current assets
Debtors
6
14,718,248
6,415,892
Creditors: amounts falling due within one year
7
(1,487,833)
(1,467,321)
Net current assets
13,230,415
4,948,571
Total assets less current liabilities
20,810,236
12,528,392
Creditors: amounts falling due after more than one year
8
(20,829,930)
(12,522,740)
Net (liabilities)/assets
(19,694)
5,652
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(19,794)
5,552
Total equity
(19,694)
5,652
The notes on pages 4 to 11 form part of these financial statements.
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
See note 12 for details regarding the restatement.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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 21 January 2025 and are signed on its behalf by:
T Kilby
Director
Company Registration No. 14043090
PITTSHANGER BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
100
100
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
5,552
5,552
Balance at 31 December 2022
100
5,552
5,652
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(25,346)
(25,346)
Balance at 31 December 2023
100
(19,794)
(19,694)
The notes on pages 4 to 11 form part of these financial statements.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
Pittshanger Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Happy Days Nurseries, Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA.
1.1
Accounting convention
Basis of preparation
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.
Exemption from preparing consolidated financial statements
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 is therefore exempt from the requirement to prepare consolidated financial statements.
Pittshanger Bidco Limited is a wholly owned subsidiary of Pittshanger Holdco Limited and the results of Pittshanger Bidco Limited are included in the consolidated financial statements of Pittshanger Holdco Limited which are available from Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The Company is part of the Happy Days Nursery Group of companies, headed by Pittshanger Holdco Limited. The Company, through the Group has access to finance facilities provided by the owner Zetland Capital, which can be drawn down to support the Group’s acquisition strategy and to fund working capital needs. These facilities have a final repayment date of July 2027.
The Company has received a commitment from the parent company that it will continue to provide financial support to the company, if required for a period of at least 12 months from the approval of these financial statements. In addition, confirmation has been received that intercompany loan balances will not be recalled unless sufficient liquidity exists.
As at the reporting date the Company had net current assets of £13,230,415 (2022 (as restated): net current assets of £4,948,571), including £1,471,719 (2022: £1,356,903) due to Group undertakings. As part of their assessment, the directors have reviewed the financial projections and facilities available to satisfy themselves that there is sufficient cash and headroom on loan covenants to support the going concern basis.
Based on this review the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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 the statement of comprehensive income.
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.
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’ 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 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.
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.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
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.
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 income statement, 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.
1.8
Interest income is recognised in the statement of comprehensive income using the effective interest method.
1.9
Finance Costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
1.10
The company has taken advantage of the exemption available under the terms of Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned members within the group.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Recoverability of assets - investments
The recoverable amount of investments is considered relative to the individual performance of the entities to which the investments relate. The value of investments at year end is £7,579,821 (2022 (as restated): £7,579,821) and is stated after an impairment of £Nil (2022: £Nil).
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
8
4
Fixed asset investments
2023
2022
as restated
£
£
Investment in subsidiaries
7,579,821
7,579,821
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Subsidiaries
(Continued)
- 8 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Happy Days Consultancy Limited
England
Management services in the childcare sector
Ordinary
-
100.00
Happy Days South West Limited
England
Operation of childcare facilities
Ordinary
-
100.00
Happy Days Day Nurseries Limited
England
Operation of childcare facilities
Ordinary
-
100.00
The Hollies Nursery Limited
England
Operation of childcare facilities
Ordinary
-
100.00
Yew Tree Nursery Limited
England
Operation of childcare facilities
Ordinary
-
100.00
H. Days Holdings Limited
England
Operation of childcare facilities
Ordinary
100.00
-
Registered office addresses (all UK unless otherwise indicated):
England
Happy Days Nurseries Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA
6
Debtors
2023
2022
as restated
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
14,717,430
6,415,792
Other debtors
818
100
14,718,248
6,415,892
Amounts owed by group undertakings falling due after more than one year includes a loan note amounting to £13,775,014 (2022: £12,528,292). This amount is unsecured, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid.
A portion of the loan note was recorded as an investment where it extinguished debt as part of the acquisition.
A further loan facility of £60,000,000 is made available which, at the period end, the total capital drawn and interest accrued amounted to £6,831,542 (2022: £Nil). This amount is secured by fixed and floating charges over the undertaking, all property and all assets present and future of the group undertaking and their relevant subsidiaries, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid.
See note 12 for details regarding the restatement.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
as restated
£
£
Amounts owed to group undertakings
1,471,719
1,356,903
Other creditors
16,114
110,418
1,487,833
1,467,321
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
See note 12 for details regarding the restatement.
8
Creditors: amounts falling due after more than one year
2023
2022
as restated
£
£
Other creditors
20,829,930
12,522,740
Other creditors falling due after more than one year of £20,829,930 (2022: £12,522,740) relates to an interest bearing loan agreement provided by a related party. This amount is unsecured, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid. See note 10 for further details.
See note 12 for details regarding the restatement.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Gary Tamkin.
The auditor was Azets Audit Services.
10
Related party transactions
Zetland Capital Partners LLP
Zetland Capital Partners LLP is a non-wholly owning, indirect shareholder of the company.
On 25 July 2022, the company entered into an interest bearing loan agreement with Zetland Capital Partners LLP with an aggregate principal amount of up to £72,000,000. This amount is unsecured, interest bearing at 10% per annum and has a final repayment date for capital and accrued interest of July 2027. Interest payable is calculated on a quarterly basis and compounded annually, where unpaid. At the period end, capital drawn and interest accrued amounted to £20,829,930 (2022: £12,522,740).
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
11
Parent company
The ultimate and immediate parent company is Pittshanger Holdco Limited, a company registered in England and Wales. The registered office is Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA. Pittshanger Holdco Limited is the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements can be obtained from the registered office.
The directors of Pittshanger Holdco Limited consider the ultimate controlling entity to be Zetland Special Situations Fund II SICAV-RAIF. registered in Luxembourg.
PITTSHANGER BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
12
Prior period adjustment
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Fixed assets
Investments
1,467,321
6,112,500
7,579,821
Current assets
Debtors due within one year
12,739,800
(6,323,908)
6,415,892
Creditors due within one year
Other creditors
(2,201,469)
734,148
(1,467,321)
Creditors due after one year
Loans and overdrafts
(12,000,000)
(522,740)
(12,522,740)
Net assets
5,652
-
5,652
Capital and reserves
Total equity
5,652
-
5,652
Transfer of ownership
In the prior year, as part of the acquisition the existing shareholder loan was settled. As a result, the represented consideration has been included in the cost of investment from debtors due within one year.
Accrued interest on borrowings
In the current year, the directors identified that certain amounts within other debtors falling due within one year as previously reported should have been reported as amounts owed to group undertakings falling due after more than one year at the prior statement of financial position date. As a result, an amount of £528,292 has been restated in the comparative amounts included in these financial statements. There was therefore no impact on the company’s profit after tax or retained earnings because of these restatements.
In the current year, the directors identified that certain amounts within other creditors falling due within one year as previously reported should have been reported as amounts owed to group undertakings falling due after more than one year at the prior statement of financial position date. As a result, an amount of £522,740 has been restated in the comparative amounts included in these financial statements. There was therefore no impact on the company’s profit after tax or retained earnings because of these restatements.
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