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Registered number: 09920394










Hawthorn Leisure Scotco Limited








Unaudited

Directors' report and financial statements

For the Period Ended 26 May 2024

 
Hawthorn Leisure Scotco Limited
 

Company Information


Directors
A Clifford 
C Jowsey 
N Gray 




Registered number
09920394



Registered office
One St Peter's Square

Manchester

M2 3DE













 
Hawthorn Leisure Scotco Limited
 

Contents



Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 6


 
Hawthorn Leisure Scotco Limited
 

 
Directors' report
For the Period Ended 26 May 2024

The directors present their report and the financial statements for the period ended 26 May 2024.

Small companies provision statement

This report has been prepared in accordance with the small companies regime under Companies Act 2006, consequently no strategic report has been prepared.

Principal activity

The Company has been dormant since its incorporation on 17 Decemeber 2015.

Directors

The directors who served during the period were:

A Clifford 
C Jowsey  
N Gray 

Qualifying third party indemnity provisions

The directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force during the financial period and is currently in force at the date of the approval of the financial statements. The Group also purchased and maintained throughout the year financial year Directors’ and Officers’ liability insurance in respect of itself and directors.

Page 1

 
Hawthorn Leisure Scotco Limited
 

 
Directors' report (continued)
For the Period Ended 26 May 2024


Going concern

The Company is a member of the Admiral Taverns group of companies (the Group). A full list of the Group can be found in the accounts of PSSF Brady Holdings (UK) Limited as referred to in note 7. The Company has a cross guarantee arrangement in relation to the Group’s financing and therefore the Group position is relevant.
In assessing Going Concern the Directors have considered the limiting factors that may prevent them from supporting a going concern assumption for the Group. These are:
insufficient cash resources to pay creditors as and when they become due; and
an inability to meet certain financial covenants (the Leverage Test) in the Group’s amended loan facilities agreement with ICG, which could lead to an event of default which would trigger a demand for repayment of the Facility.

Cash Resources
As of 22nd November 2024, the Group had £20.8m of free cash and undrawn, committed credit facilities of £12.0m. The pub estates continue to trade well meeting management’s expectations and generating cash. Pub disposals remain on track and Management have yet to see any impact on pub values as a result of the UK’s Financial Crisis. The Group has hedged its own utility costs and over half its interest rate exposure under its debt facilities. The robust cash position is also supported by the large freehold asset base.
Leverage Test
The Leverage Test (a quarterly covenant test of the ratio of net debt to EBITDA over the preceding 12-month period) was reset in August 2021 as part of the extension of the existing facilities to fund the Hawthorn Acquisition. This included raised levels of covenant headroom and the addition of  certain Pandemic Protection clauses, suspending the leverage test in the event of further large scale, Government mandated closures of pubs and replacing it with a minimum liquidly requirement or maintaining at least £5m of liquid cash resources during the impacted period. The Group's forecasts show the Leverage Test is met.
Conclusion
The Directors have concluded that sufficient resources exist for the Group to meet its liabilities as they fall due for the twelve months from the date of approval of the accounts. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.


This report was approved by the board on 4 December 2024 and signed on its behalf.
 





N Gray
Director

Page 2

 
Hawthorn Leisure Scotco Limited
Registered number: 09920394

Balance sheet
As at 26 May 2024

26 May
28 May
2024
2023
Note
£000
£000

  

  

Total assets less current liabilities
  
 
-
 
-

  

Net assets
  
-
-


Capital and reserves
  

Called up share capital 
 5 
-
-

  
-
-


For the period ended 26 May 2024 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.

Members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

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.

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 December 2024.




N Gray
Director

The notes on pages 4 to 6 form part of these financial statements.

Page 3

 
Hawthorn Leisure Scotco Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

1.


General information

Hawthorn Leisure Scotco Limited is a limited liability company incorporated in England. The Registered Office is One St Peter's Square, Manchester, M2 3DE.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

 
2.2

Going concern

The Company is a member of the Admiral Taverns group of companies (the Group). A full list of the Group can be found in the consolidated accounts of PSSF Brady Holdco (UK) Limited as referred to in note 7. The Company has a cross guarantee arrangement in relation to the Group’s financing and therefore the Group position is relevant.
In assessing Going Concern the Directors have considered the limiting factors that may prevent them from supporting a going concern assumption for the Group. These are:
insufficient cash resources to pay creditors as and when they become due; and
an inability to meet certain financial covenants (the Leverage Test) in the Group’s amended loan facilities agreement with ICG, which could lead to an event of default which could trigger a demand for repayment of the Facility.

Cash Resources
As of 22nd November 2024, the Group had £20.8m of free cash and undrawn, committed credit facilities of £12.0m. The pub estates continue to trade well meeting management’s expectations and generating cash. Pub disposals remain on track and Management have yet to see any impact on pub values as a result of the UK’s Financial Crisis. The Group has hedged its own utility costs and over half its interest rate exposure under its debt facilities. The robust cash position is also supported by the large freehold asset base.
Leverage Test
The Leverage Test (a quarterly covenant test of the ratio of net debt to EBITDA over the preceding 12-month period) was reset in August 2021 as part of the extension of the existing facilities to fund the Hawthorn Acquisition. This included raised levels of covenant headroom and the addition of  certain Pandemic Protection clauses, suspending the leverage test in the event of further large scale, Government mandated closures of pubs and replacing it with a minimum liquidly requirement or maintaining at least £5m of liquid cash resources during the impacted period. The Group's forecasts show the Leverage Test is met.
Conclusion
The Directors have concluded that sufficient resources exist for the Group to meet its liabilities as they fall due for the twelve months from the date of approval of the accounts. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Page 4

 
Hawthorn Leisure Scotco Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

2.Accounting policies (continued)

  
2.3
Cash flow

The Company, being a qualifying entity which has been included in the Group’s consolidated financial statements that are publicly available, is exempt from the requirement to draw up a cash flow statement under FRS102.

  
2.4

Profit and loss account

The Company was dormant (within the meaning of section 480 of the Companies Act 2006) throughout the period and prior period.

3.

Employees

All staff are employed and remunerated by Admiral Taverns (Chester) Limited or Hawthorn Leisure Management Limited, fellow group companies.


4.


Directors' remuneration



The directors were paid in respect of their services to the group as a whole by a fellow group company,
Admiral Taverns (Chester) Limited, £1,405,000 (2023 - £1,508,000).


5.


Share capital

26 May
28 May
2024
2023
£000
£000
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
-
-

The share has attached to it full voting, dividend and capital distribution (including on winding up) rights; it does not confer any rights of redemption.



6.


Related party transactions

The company has taken advantage of the exemption not to disclose transactions with other wholly owned members of the PSSF Brady Holdco (UK) Limited group.
There are no other related party transactions requiring disclosure in the financial statements.

Page 5

 
Hawthorn Leisure Scotco Limited
 

 
Notes to the financial statements
For the Period Ended 26 May 2024

7.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is Hawthorn Leisure Limited, a company incorporated in the United Kingdom.
The Company’s ultimate parent undertaking and controlling party is PSSF Brady (Cayman) Limited, an entity incorporated in the Cayman Islands.
The group financial statements of the AT Brady Holdings Limited group incorporated in the United Kingdom, being the smallest consolidated financial statements including the results of the Company, will be available to the public and may be obtained from the registered office of AT Brady Holdings Limited at Milton Gate, 60 Chiswell Street, London EC1Y 4AG.
The group financial statements of the PSSF Brady Holdco (UK) Limited group, incorporated in the United Kingdom, being the largest consolidated financial statements including the results of the Company, will be available to the public and may be obtained from the registered office of PSSF Brady Holdco (UK) Limited at 65 Grosvenor Street, London, England, W1K 3JH.

Page 6