Company registration number 09713404 (England and Wales)
PLJ MEZZ HOLDCO UK LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PLJ MEZZ HOLDCO UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
PLJ MEZZ HOLDCO UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
1
1
Current assets
Debtors
5
51,691,174
42,673,159
Creditors: amounts falling due within one year
6
(109,376,222)
(100,358,207)
Net current liabilities
(57,685,048)
(57,685,048)
Net liabilities
(57,685,047)
(57,685,047)
Capital and reserves
Called up share capital
258
258
Share premium account
3,314,074
3,314,074
Other reserves
13,055
13,055
Profit and loss reserves
(61,012,434)
(61,012,434)
Total equity
(57,685,047)
(57,685,047)

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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 directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 25 March 2025 and are signed on its behalf by:
Mr D P Berman
Director
Company registration number 09713404 (England and Wales)
PLJ MEZZ HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

PLJ Mezz Holdco UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 843 Finchley Road, London, NW11 8NA.

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 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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The company balance sheet is disclosing net liabilities of £57.7m which is supported by the subordinated intercompany loans referred to in note true7 to the financial statements. These intercompany loans are supported by the ultimate shareholders through the holding company structure.

 

It is not expected that these loans will be repayable in full due to the extent of the net liabilities referred to above. The shareholders are aware of this fact but consider that the extent of repayments can be maximised by continuing to trade as a going concern while the remaining units are sold.

 

This process is expected to take at least 12 months from the date of approval of these accounts. Accordingly the shareholders do not intend to call for repayment of those on demand loans in the event that the bank loans are repaid, except to extent surplus funds are available for partial repayment.

 

Consequently, the accounts are prepared on a going concern basis despite the balance sheet position.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

PLJ MEZZ HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
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.

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 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.

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.

2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The directors have not had to make any significant judgements in preparing the financial statements.

PLJ MEZZ HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 4 -
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.

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year concerns the valuation of the London property development which forms the inventory included the company's assets at the reporting date.

 

The property development was completed in December 2018. It had become clear to the directors that due to cost overruns and negative movements in the high end London property market that at that point the capitalised cost of the development was likely to exceed its net realisable value and was therefore likely to be impaired. A professional valuation was sought in October 2018 and an impairment of £23,163,943 was recorded at 31 December 2018. As part of a refinancing process with the company's third party lender, DB Bank UK Limited, CBRE were engaged to undertake a second professional valuation of the development during 2020.

 

The unsold units were valued at £87,850,000 in October 2020. Once adjusted for actual outcomes on subsequent sales, the value of the inventory at 31 December 2020 was assessed to be £88,750,950 and an impairment charge of £3,590,441 was recorded to write the inventory down to that value as at 31 December 2020.

 

During 2022 and in 2023/4 through to the reporting date, it has generally been observed that units are selling at prices above the October 2020 CBRE valuation. Management do not therefore believe there to be any indication of a further impairment at 31 December 2022. Cumulative impairment charges recorded to date amount to £26,754,384.

 

Given the nature of this estimate, it is likely the actual outcome will not equal this cumulative impairment estimate. There is therefore a risk that the actual value of the inventory may be higher or lower than the £60,550,451 recorded in the company's current assets at the year end.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
-
0
-
0
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
1
1
PLJ MEZZ HOLDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
51,687,322
42,669,307
Other debtors
3,852
3,852
51,691,174
42,673,159
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
22,423
22,423
Amounts owed to group undertakings
31,266
31,266
Other creditors
109,322,533
100,304,518
109,376,222
100,358,207
7
Related party transactions

Included in amounts owed by group undertaking is loan principal of £75,154,623 (2022 - £67,102,824 ) which attracts interest at 12% p.a Accrued interest rolled up into the principal on 1 January each year. The loan is repayable on demand, subject to the condition that the borrower must first repay the bank loan. The balance at the year end also includes accrued interest for the year of £9,018,015 (2022 - £8,051,799)

 

Also included in amounts owed by group undertaking is an interest free loan of £28,438,206 (£2022-£28,438,206). The loan also repayable on demand, subject to the condition that borrower must first repay the bank loan.

 

Cumulative provision for impairment totalling £60,923,522 (2022 - £60,923,522) have been recorded against the bank loan.

 

PLJ Chelsea S.a.r.l. has historically provided various working capital loans to the company. At the year end, the principal outstanding on these loans was £75,150,124 (2022 - £67,098,325). Interest is charged at 12% p.a. on the principal, with accrued interest rolled up into the principal on 1 January each year. At the year end, accrued interest amounted to £9,018,015 (2022 - £8,051,799 ). The loan and interest is unsecured and repayable on demand (subject to the condition the company must first repay the bank loan).

 

Golden Line SA has historically provided various working capital loans to the company. At the year end, the principal outstanding on these loans was £25,123,875 (2022 - £25,123,875). The loan is interest free, unsecured and repayable on demand (subject to the condition the company must first repay the bank loan).

 

LJ Management (IOM) Limited invoiced the company £Nil (2022 - £7,597) during the year for support services provided. A balance of £22,423 (2022 - £22,423) was outstanding at the year end and included in trade creditors. A significant shareholder in PLJ Chelsea S.a.r.l. has an indirect significant shareholding in LJ Management (IOM) Limited.

 

AlTi RE Limited, has historically incurred expenditure on behalf of the company. A balance of £13,826 (2022 - £13,826) is included in other creditors at the year end. A significant shareholder in PLJ Chelsea Sarl has an indirect significant interest in AITi RE Limited.

2023-12-312023-01-01falsefalsefalse25 March 2025CCH SoftwareCCH Accounts Production 2024.300No description of principal activityMr D BermanA VinsonPark LimitedWhitebridge LimitedMr R Burton097134042023-01-012023-12-31097134042023-12-31097134042022-12-3109713404core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109713404core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3109713404core:CurrentFinancialInstruments2023-12-3109713404core:CurrentFinancialInstruments2022-12-3109713404core:ShareCapital2023-12-3109713404core:ShareCapital2022-12-3109713404core:SharePremium2023-12-3109713404core:SharePremium2022-12-3109713404core:OtherMiscellaneousReserve2023-12-3109713404core:OtherMiscellaneousReserve2022-12-3109713404core:RetainedEarningsAccumulatedLosses2023-12-3109713404core:RetainedEarningsAccumulatedLosses2022-12-3109713404bus:Director12023-01-012023-12-31097134042022-01-012022-12-3109713404core:WithinOneYear2023-12-3109713404core:WithinOneYear2022-12-3109713404bus:PrivateLimitedCompanyLtd2023-01-012023-12-3109713404bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109713404bus:FRS1022023-01-012023-12-3109713404bus:AuditExempt-NoAccountantsReport2023-01-012023-12-3109713404bus:Director22023-01-012023-12-3109713404bus:Director32023-01-012023-12-3109713404bus:Director42023-01-012023-12-3109713404bus:Director52023-01-012023-12-3109713404bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP