Company registration number 10840167 (England and Wales)
COOPER COATED COIL INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
COOPER COATED COIL INVESTMENTS LIMITED
COMPANY INFORMATION
Directors
K D Tranter
N D Templeton-Ward
R A Babington
Company number
10840167
Registered office
4 Steelpark Trading Estate
Steelpark Way
Wolverhampton
WV11 3BF
Auditor
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
First Floor
Two Chamberlain Square
Birmingham
B3 3AX
COOPER COATED COIL INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 12
Statement of comprehensive income
13
Balance sheet
14
Statement of changes in equity
15
Notes to the financial statements
16 - 24
COOPER COATED COIL INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
The company is the intermediate holding company in the Cooper Coated Coil Holdings Group.
In order to preserve the working capital position of the Company’s trading business, the Board secured agreement from its majority shareholder to pause payment of the interest on the outstanding acquisition debt from 1st July 2023 until 30th June 2025. In addition to this, the Company has reviewed its cost structure and put in place a cost reduction plan that took effect in Q4 2024.
During the current year, the Company carried out a revaluation of the carrying value of its trading business, Cooper Coated Coil Limited. This resulted in an impairment from £6.667M to £12 which is a non-cash adjustment to the balance sheet.
Principal risks and uncertainties
The management of the business and the nature of the company's strategy are subject to a number of risks.
The directors have set out below the principal risks facing the business.
The directors are of the opinion that a thorough risk management process is adopted which involves the formal review of all the risks identified below. Where possible, processes are in place to monitor and mitigate such risks.
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The directors have prepared forecasts and are satisfied that the company has adequate resources, notwithstanding the current net liability position of the company. The company does not have access to funds except to the extent of its available cash balances and via other group companies and so it is dependent on those group companies for future financial support, for example to pay administrative fees and interest on behalf of the company and to repay any group balances, should payment be requested in excess of the company's available cash balances.
Interest rate risk
The company finances its operations through loans arrangements. The company's exposure to interest rate fluctuations on its borrowings is managed by the use of fixed rate facilities.
Future Developments
In December 2024 the loan notes as referred to in note 16 were delisted from the International Stock Exchange and the terms of the loan notes were amended to extend the repayment date to 31 March 2026. The shareholders have committed to investing an additional £500k of loan notes, with the first payment of £250k being received on 19 December 2024.
This report was approved by the board on 3 February 2025 and signed on its behalf.
K D Tranter
Director
COOPER COATED COIL INVESTMENTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Results and dividends
The loss for the year, after taxation, amounted to £420,813 (2022 - £4,289,158).
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 D Tranter
N D Templeton-Ward
R A Babington
Directors indemnity insurance
The company provides indemnity for its directors (to the extent permitted by law), in respect of liabilities which could occur as a result of their office. This indemnity does not provide cover should a director be proved to have acted fraudulently or dishonestly. This indemnity was in place throughout the financial year, and at the date of signing.
Financial instruments
The company finances its operations through capital investment and day-to-day through the use of operational bank accounts. The company makes use of financial instruments principally through its operational bank accounts. The directors' objectives are to retain sufficient liquid funds to enable the company to meet its day to day requirements as they fall due and to maximise returns on surplus funds where possible. The company has limited exposure to foreign exchange risk at present and therefore does not operate any foreign currency bank accounts. The company's funds are held primarily in short term deposit accounts. The directors believe that this gives the flexibility to release cash resources at short notice and allows the company to take advantage of changing economic conditions as they arise.
Auditor
In accordance with the company's articles, a resolution proposing that Forvis Mazars LLP be reappointed as auditor of the company will be put at a General Meeting.
Going concern
The Company has net current liabilities of £7,468,571 as at 31 December 2023 (2022: £7,296,875). The Company has net liabilities of £11,906,916 as at 31 December 2023 (2022: £4,818,889). The Company is therefore dependent upon support from its ultimate party (Mobeus Equity Partners IV LLP). In light of the net liability position within Cooper Coated Coil Investments Limited as at 31 December 2023, Mobeus Equity Partners IV LLP confirms its ongoing support to Cooper Coated Coil Investments Limited for a period of at least 12 months from the date of signing the financial statements for the year ended 31 December 2023. The directors of the Company are also directors of the immediate parent company (Cooper Coated Coil Holdings Limited). The directors of the Company have concluded that the going concern basis is appropriate based on the financial forecasts of the group and the ultimate controlling party (Mobeus Equity Partner IV LLP) confirming financial support to the Company.
COOPER COATED COIL INVESTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
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.
This report was approved by the board on
3 February 2025
03 February 2025
and signed on its behalf.
K D Tranter
Director
COOPER COATED COIL INVESTMENTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
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.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 5 -
Opinion
We have audited the financial statements of Cooper Coated Coil Investments Limited (the ‘company’) for the period ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and notes to the financial statements, 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 FRS 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 202and of its loss for the period 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. Our audit procedures to evaluate the directors’ assessment of the company's ability to continue to adopt the going concern basis of accounting included but were not limited to:
Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the company’s ability to continue as a going concern;
Obtaining an understanding of the relevant controls relating to the directors’ going concern assessment;
Making enquiries of the directors to understand the period of assessment considered by them, the assumptions they considered and the implication of those when assessing the company’s future financial;
Challenging the appropriateness of the directors’ key assumptions in their cash flow forecasts, as described in note 1.2, by reviewing supporting and contradictory evidence in relation to these key assumptions and assessing the directors’ consideration of severe but plausible scenarios. This included assessing the viability of mitigating actions within the directors’ control;
Testing the accuracy and functionality of the model used to prepare the directors’ forecasts;
Assessing the historical accuracy of forecasts prepared by the directors;
Engaging in regular discussions with the directors regarding the status of negotiations in respect of new financing options;
Considering the consistency of the directors’ forecasts with other areas of the financial statements and our audit; and
Evaluating the appropriateness of the directors’ disclosures in the financial statements on going concern.
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.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 6 -
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters in forming our opinion above, together with an overview of the principal audit procedures performed to address each matter and our key observations arising from those procedures. The matters set out below are in addition to going concern which, as set out in the “Conclusions relating to going concern” section above, was also identified as a key audit matter.
Key audit matter
How our scope addressed this matter
Listed loan notes
The company issued loan notes with a nominal value of £11.445million on 28 July 2017. On 19 October 2017, the loan notes were listed on The International Stock Exchange. As at the period end, the remaining value of the loan notes repayable is £4.189million.
Due to the listed status and significant value of these loan notes recognised within creditors as at 31 December 2023, as well as the covenants attached to these loan notes, this is deemed to be a key audit matter.
Our audit procedures included, but were not limited to:
We obtained signed copies of the loan note agreements and assessed whether the company was in compliance with the associated covenants.
We considered whether management’s conclusion that the loan notes are basic financial instruments is appropriate, and assessed whether the accounting treatment is consistent with that conclusion.
We tested, on a sample basis, the deferred loan issue costs to assess whether deferral was appropriate.
We obtained a direct confirmation of the balance at 31 December 2023 from the lender.
We also confirmed the closing balance as at 31 December 2023 on the International Stock Exchange.
Our observations
We have not identified any breaches of the covenants attached to the loan notes from the work performed. In addition to this, we have not identified any breaches of The International Stock Exchange listing rules.
We concur with management’s assessment that the loan notes meet the criteria of basic financial instruments under FRS 102.
Based on our audit procedures, we consider that the deferred loan issue costs were appropriately deferred.
We agree with the year-end liability value presentation as due after more than 1 year and the disclosure in note 16 of the financial statements with a repayment date of 31 March 2026.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 7 -
Impairment of investments
The company holds an investment in a subsidiary with a carrying value of £12 at 31 December 2023 with a £6.667million impairment in the current year. This is held at cost less accumulated impairment.
The directors conducted an exercise at year-end to determine whether the investment in subsidiary should be subject to a full impairment review, based on whether an indicator of impairment is identified.
Where an impairment indicator was identified, the directors carried out a full impairment review by assessing the net assets of the investment by using a discounted cash flow model.
Given the significant carrying value of the investment at the start of the year on the balance sheet, the current economic conditions and the judgements required in forming the assumptions applied by the directors in impairment reviews, we identified the impairment of investment as a key audit matter.
We made enquiries with management to understand the process they undertook to identify indicators of impairment and, to corroborate this process, we compared the carrying value of the investment to the net assets of the related underlying business.
In relation to the impairment review undertaken by directors, we:
reperformed the calculations in the impairment model to ensure they were mathematically accurate;
reviewed the most recent financial statements of the underlying business;
considered and challenged the sensitivity of the model and assumptions, with the key assumption being the sales growth;
engaged our internal valuation expert to review the discounted cash flow by challenging the assumptions used and the WACC applied; considered whether the model and approach used by the directors was appropriate, via consulting with our internal impairment team and requesting the model be subsequently updated; and
Performed a review of post year end actual figures compared to the forecasted figures used in the model to assess their accuracy
Our observations
From the audit procedures carried out, we established that the carrying value of investments was appropriate following the recognition of the £6.667 million impairment charge.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 8 -
Going concern
The company is in a net current liability position at the year end.
The company also holds an investment within Cooper Coated Coil Limited. This subsidiary has experienced decreased revenue and was loss making in the year.
Given the fundamental nature of going concern on the financial statements we have identified going concern as a key audit matter.
The directors believe the company is a going concern due to future forecasts and support from the primary shareholder.
We held discussions with management to understand the process they performed to conclude the company is a going concern and, to corroborate this process, we undertook the following audit procedures:
Review and challenge of management forecasts for a 12 month period from the date of the financial statements being signed for the company.
Review and challenge of management forecasts for a 12 month period from the date of the financial statements for the trading subsidiary company (Cooper Coated Coil Limited).
Reviewed covenants at year end to ensure compliance.
Assessed and challenged potential operational risks impacting the business including worldwide affairs.
Obtained written letter of support from the primary shareholder and obtained evidence of the financial capability of the shareholder to provide the support.
Our observations
From the audit procedures carried out and the written support of the primary shareholder, we are satisfied that the company is a going concern.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 9 -
Out application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall materiality
£100,583
How we determined it
1.5% Total Assets excluding current year impairment charge
Rational for benchmark
We consider total assets net of current year impairment charge to be an appropriate benchmark for a non-trading holding company whose primary activity is the holding of loan notes and investments in subsidiaries.
Performance materiality
Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole.
We set performance materiality at £80,466 which represents 80% of overall materiality, based on factors such the entity's transactions being transparent and few in number.
Reporting threshold
We agreed with the directors that we would report to them misstatements identified during our audit above £3,017 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the directors made subjective judgements, such as making assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of a risk assessment, our understanding of the company, its environment, controls and critical business processes, to consider qualitative factors in order to ensure that we obtained sufficient coverage across all financial statement line items.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 10 -
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
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.
Matters on which we are required to report by exception
In 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.
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 by the company, or returns adequate for our audit have not been received from branches not visited by us; or
the company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 4, 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.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 11 -
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as: tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to: posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to investments, and significant one-off or unusual transactions.
Our procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
COOPER COATED COIL INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COOPER COATED COIL INVESTMENTS LIMITED
- 12 -
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 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 members as a body for our audit work, for this report, or for the opinions we have formed.
Paul Kurowski (Senior statutory auditor)
For and on behalf of Forvis Mazars LLP
4 February 2025
Chartered Accountants
Statutory Auditor
First Floor
Two Chamberlain Square
Birmingham
B3 3AX
COOPER COATED COIL INVESTMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
Administrative expenses
(811,813)
(249,938)
Other operating income
3
816,000
816,000
Impairment in investment
4, 10
(6,667,214)
(4,455,631)
Operating loss
5
(6,663,027)
(3,889,569)
Interest payable and similar expenses
8
(425,000)
(399,589)
Loss before taxation
(7,088,027)
(4,289,158)
Tax on loss
9
Loss for the financial year
(7,088,027)
(4,289,158)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 16 to 24 form part of these financial statements.
COOPER COATED COIL INVESTMENTS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
10
12
6,667,226
Current assets
Debtors
13
2,625
2,625
Cash at bank and in hand
35,652
21,258
38,277
23,883
Creditors: amounts falling due within one year
14
(7,506,848)
(7,320,758)
Net current liabilities
(7,468,571)
(7,296,875)
Total assets less current liabilities
(7,468,559)
(629,649)
Creditors: amounts falling due after more than one year
15
(4,438,357)
(4,189,240)
Net liabilities
(11,906,916)
(4,818,889)
Capital and reserves
Called up share capital
17
1
1
Profit and loss reserves
(11,906,917)
(4,818,890)
Total equity
(11,906,916)
(4,818,889)
The notes on pages 16 to 24 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 3 February 2025 and are signed on its behalf by:
K D Tranter
Director
Company registration number 10840167 (England and Wales)
COOPER COATED COIL INVESTMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(529,732)
(529,731)
Year ended 31 December 2022:
Loss and total comprehensive income
-
(4,289,158)
(4,289,158)
Balance at 31 December 2022
1
(4,818,890)
(4,818,889)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(7,088,027)
(7,088,027)
Balance at 31 December 2023
1
(11,906,917)
(11,906,916)
The notes on pages 16 to 24 form part of these financial statements.
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
1
Accounting policies
Company information
Cooper Coated Coil Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4 Steelpark Trading Estate, Steelpark Way, Wolverhampton, WV11 3BF.
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 unless otherwise specified within these accounts. 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’: 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 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.
Cooper Coated Coil Investments Limited is a subsidiary of Cooper Coated Coil Holdings Limited and the results of Cooper Coated Coil Investments Limited are included in the consolidated financial statements of Cooper Coated Coil Holdings Limited which are available from its registered office, 4 Steelpark Trading Estate, Steelpark Way, Wolverhampton, WV11 3BF, United Kingdom.
1.2
Going concern
The Company has net current liabilities of £7,468,571 as at 31 December 2023 (2022: £7,296,875). The Company has net liabilities of £11,906,916 as at 31 December 2023 (2022: £4,818,889). The Company is therefore dependent upon support from its ultimate party (Mobeus Equity Partners IV LLP). In light of the net liability position within Cooper Coated Coil Investments Limited as at 31 December 2023, Mobeus Equity Partners IV LLP confirms its ongoing support to Cooper Coated Coil Investments Limited for a period of at least 12 months from the date of signing the financial statements for the year ended 31 December 2023. The directors of the Company are also directors of the immediate parent company (Cooper Coated Coil Holdings Limited). The directors of the Company have concluded that the going concern basis is appropriate based on the financial forecasts of the group and the ultimate controlling party (Mobeus Equity Partner IV LLP) confirming financial support to the Company.true
1.3
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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.
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 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.
Debtors
Short term debtors are measured at transaction price, less any impairment.
Creditors
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
1.6
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.
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.7
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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 the Statement of Comprehensive Income.
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.
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.
Loan notes
In determining the applicable accounting treatment of the loan notes, management has carefully considered the key substantive features of the loan notes and have concluded that they meet the 'basic' financial instruments criteria as defined within FRS 102. As a consequence, the loan notes are held at amortised cost.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Management has considered whether there are any indicators of impairment by carefully reviewing the carrying value of the investments in comparison to the net assets, current and forecasted profitability of the relevant subsidiaries. Management has deemed there to be an impairment against the investment balances as detailed within note 10.
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
3
Other operating income
2023
2022
£
£
Management charge income from group undertakings
816,000
816,000
4
Exceptional items
2023
2022
£
£
Expenditure
Impairment on investments
6,667,214
4,455,631
5
Operating loss
Audit fees and non-audit fees are borne by a subsidiary company (Cooper Coated Coil Management Limited).
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Directors
3
3
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
133,333
150,000
Social security costs
17,145
20,481
150,478
170,481
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
133,333
150,000
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on convertible loan notes
425,000
399,589
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
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
(7,088,027)
(4,289,158)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(1,772,007)
(814,940)
Tax effect of expenses that are not deductible in determining taxable profit
1,666,804
846,570
Unutilised tax losses carried forward
105,203
Group relief
(31,630)
Taxation charge for the year
-
-
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
11
12
6,667,226
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 & 31 December 2023
11,122,857
Impairment
At 1 January 2023
4,455,631
Impairment losses
6,667,214
At 31 December 2023
11,122,845
Carrying amount
At 31 December 2023
12
At 31 December 2022
6,667,226
During the year an assessment was performed over investments held. The investment held directly is within Cooper Coated Management Limited, they subsequently hold an investment in Cooper Coated Coil Limited. A discounted cashflow has been performed which identified an impairment was required of £6,667,214.
11
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Cooper Coated Coil Management Limited
4, Steelpark Trading Estate, Steelpark Way, Wolverhampton, WV11 3BF, United Kingdom
Ordinary
91.45
-
Cooper Coated Coil Limited
4, Steelpark Trading Estate, Steelpark Way, Wolverhampton, WV11 3BF, United Kingdom
Ordinary
-
91.45
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)
£
£
Cooper Coated Coil Management Limited
(5,392,835)
(6,706,787)
Cooper Coated Coil Limited
1,295,214
(6,553,395)
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
12
Financial instruments
2023
2022
£
£
Financial assets
Financial assets measured at fair value
35,652
21,258
Carrying amount of financial liabilities
Financial liabilities measured at amortised cost
11,901,437
11,472,382
Financial liabilities measured at amortised cost comprise trade creditors and invoiced interest amounts owed to the ultimate controlling party, accruals and deferred income, amounts owed to group undertakings, and loan notes.
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Prepayments and accrued income
2,625
2,625
14
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
4,304
52,366
Amounts owed to group undertakings
7,437,776
7,218,776
Taxation and social security
43,768
37,616
Accruals and deferred income
21,000
12,000
7,506,848
7,320,758
15
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
16
4,189,240
4,189,240
Accruals and deferred income
249,117
4,438,357
4,189,240
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
16
Loans and overdrafts
2023
2022
£
£
Other loans
4,189,240
4,189,240
Payable after one year
4,189,240
4,189,240
The loan notes were issued on 28 July 2017 for an initial 5-year period, repayable in full on 28 July 2022. The terms of the loan notes were amended to extend the repayment date to 31 March 2026. The interest rate associated to the loan notes is 9% per annum, payable monthly in arrears. After the second anniversary of the issuance of the notes on 28 July 2019, an additional 1% per annum is being accrued on the value of the notes outstanding at the time. The interest rate payments were paused on a roll up basis by agreement from 30 June 2023 until 20 July 2025. On 19 October 2017 the loan notes were listed on The International Stock Exchange. In December 2024 the loan notes were delisted from the International Stock Exchange and shareholders introduced £250k in the form of a loan note.
17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
18
Financial commitments, guarantees and contingent liabilities
The company and certain fellow group companies have entered into cross guarantee agreements in relation to banking facilities with RBS Invoice Finance Limited and in relation to Mobeus Equity Partners IV LLP (ultimate controlling party) holding £4,189,240 (2022: £4,189,240) of loan notes issued by the company.
19
Events after the reporting date
In December 2024 the loan notes as referred to in note 16 were delisted from the International Stock Exchange and the terms of the loan notes were amended to extend the repayment date to 31 March 2026. The shareholders have committed to investing an additional £500k of loan notes, with the first payment of £250k being received on 19 December 2024.
20
Related party transactions
Where available, the Company has taken the exemption in FRS102 section 33 not to disclose transactions with the other qualifying group companies. The Company recognised management charge income of £816,000 (2022: £816,000) during the year from a subsidiary company, Cooper Coated Coil Management Limited. The Company incurred management charge expenditure of £600,000 (2022: £Nil) during the year from a subsidiary company, Cooper Coated Coil Limited.
As at 31 December 2023 Mobeus Equity Partners IV LLP held £4,189,240 (2022: £4,189,240) of loan notes issued by Cooper Coated Coil Investments Limited. Interest amounts owed to Mobeus Equity Partners IV LLP and included within creditors on 31 December 2023 were £249,177 (2022: £36,096). During the year, the interest charges accrued on the amounts owed to Mobeus Equity Partners IV LLP was £425,000 (2022: £399,589). During the year, interest payments on the amounts owed to Mobeus Equity Partners IV LLP were £211,919 (2022: £397,466).
COOPER COATED COIL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
21
Ultimate controlling party
The immediate and ultimate parent undertaking is Cooper Coated Coil Holdings Limited, a company incorporated in the United Kingdom. Cooper Coated Holdings Limited is the smallest and largest company that prepares consolidated accounts that includes the Company. Copies of the consolidated accounts can be obtained from Cooper Coated Coil Holdings Limited, 4 Steelpark Trading Estate, Steelpark Way, Wolverhampton, WV11 3BF, United Kingdom.
The ultimate controlling party of Cooper Coated Coil Investments Limited is considered to be Mobeus Equity Partners IV LLP, a Limited Liability Partnership registered in the United Kingdom, by virtue of their 81.39% (2022: 81.39%) shareholding in Cooper Coated Coil Holdings Limited.
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