The directors present the strategic report for the year ended 31 March 2024.
South Tees Site Company (STSC) Limited was incorporated on 12 October 2016 following a report produced by the Health & Safety executive for BEIS which flagged several public health, safety and environmental risks at the steelworks site.
The STSC transitioned into local control under South Tees Development Corporation (STDC) on 8 October 2020. This followed a successful Compulsory Purchase Order (CPO) process, in April 2020, that enabled STDC to acquire all the relevant land assembly interests in the site now known as Teesworks.
The purpose of the acquisition of STSC was as follows: -
• To provide leadership and governance ensuring the company has processes, procedures, and competence to deliver safe and effective delivery of services to STDC in support of delivering its key objectives .
• To provide leadership and governance for all EHSS matters across the STDC Group; and
• To provide efficient and effective site/estate management services to all customers.
The wider responsibilities of the Teesworks site were to enable STDC to deliver its core objective, which was to regenerate the Teesworks site, driving forward its redevelopment to create jobs, secure investment and transform the region. This objective of the Teesworks site has always had two key phases of activity identified since before the CPO process began, namely: -
• Phase 1 - site decontamination (including removal of COMAH status), demolition and remediation; and
• Phase 2 - site infrastructure and development to secure inward investment.
During the reporting period, the company has ensured the health and safety of its employees, contractors, other site residents and visitors to site. It has ensured that the environment has been carefully managed and adherence to environmental permits. STSC and STDC have worked together, executing a programme of site investigations, providing support to potential investors and demolition works and assisting in the execution of the masterplan for the site.
Significant progress was made during the period on phase 1 and ongoing work to decontaminate and remediate the land, now Teesworks, has reached such an advanced stage that the functions of STSC are deemed not to be required for a further 12 months and as a result the organisation will be wound up. As such, the directors have not prepared the financial statements on a going concern basis.
Community and Environment
Sustainability is core to our strategy, we are committed to achieving Net Zero ahead of the government target of 2050. We are building sustainability and low carbon solutions into all our future infrastructure works and construction projects. We continue to focus on renewable energy.
Regulatory environment
We are subject to regulation by three regulatory bodies: Environment Agency, the Health and Safety Executive and the Competent Authority for the control of Major Accident Hazards. STSC has ensured full legal compliance with the three appropriate regulatory bodies. However, as previously reported, on 19th September 2019, there was an incident during the preparation for the demolition at South Bank Coke Ovens. Regrettably two contractors lost their lives in the incident. The cause of the incident continues to be investigated and the results of the investigation are not known at this time. Costs have been incurred since the incident however, the full financial implication of the incident is unknown at this time, consequently no provision or contingent liability has been made.
Future developments
South Tees Site company continues to provide support at the Teesworks site as the site transitions to Phase 2 being site infrastructure and development to secure inward investment. The requirements of STSC are reducing as the site is remediated and developed. As a result, a rundown process continues. Going forward a reduced number of employees will remain to support the remaining services and compliant responsibilities on the site. As a result, STSC are deemed not to be required for a further 12 months and as a result the organisation will be wound up. As such, the directors have not prepared the financial statements on a going concern basis.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company finances its activities with a combination of agreed business case funding with government and cash and short-term deposits. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the company's operating activities.
Price risk, credit risk, liquidity risk and cash flow risk
Cash flow and liquidity risk is the risk that a company's available cash will not be sufficient to meet its financial obligations. The company actively manages its cash flow position including collection of debts and timely payment of creditors. This, coupled with the strong cash position of the Company is deemed sufficient to minimise the Company's exposure to cash flow and liquidity risk.
Foreign exchange risk refers to the potential for loss from exposure to foreign exchange rate fluctuations. Company policies are aimed at minimising this risk. The company does not consider that it is materially exposed to foreign exchange risk.
Credit risk is the risk that one party of a financial instrument will cause a financial loss for the other party by failing to discharge its obligation. Company policies are aimed at minimising such losses and require customers to satisfy credit worthiness procedures prior to acceptance of contracts. The company does not consider that it is materially exposed to credit risk.
Price risk is the risk that changes in utility prices have the potential to impact on the profitability of the company. The company does not consider that it is materially exposed to price risk.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The South Tees Site Company (STSC) Limited was incorporated on 12 October 2016 by the Department of Business, Energy and Industrial Strategy, with responsibilities over managing the health, safety, security and environmental risks inherent on the former Redcar steelworks site. In October 2020 the STSC transitioned into local control under the South Tees Development Corporation following the acquisition of the outstanding land on the site. Due to the progress of the phase 1 activity on the site, now Teesworks, in decontamination, demolition and remediation, considerable hazards previously on-site have been removed. As such, the functions of the South Tees Site Company in keep-safe and security are not required beyond the next 12 months and as such the company will therefore be wound up. Negative reserves will be consolidated into the parent company. The company has made the decision to stop trading and will transfer the remaining business to a fellow subsidiary company within 12 months of the signing of these financial statements. Therefore the directors consider it inappropriate to prepare the financial statements on a going concern basis and have prepared the financial statements on a breakup basis as set out under the basis of preparation (Note 1.2).
We have audited the financial statements of South Tees Site Company Limited (the 'company') for the year ended 31 March 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Emphasis of matter - Financial statements prepared on a basis other than going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
• Reviewing minutes of meetings of those charged with governance;
• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the field in which the client operates, we identified the following areas as those most likely to have a material impact on the financial statements: Health and Safety; employment law (including the Working Time Directive); anti-bribery and corruption; and compliance with the UK Companies Act.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
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.
The income statement has been prepared on the basis that all operations are continuing operations.
South Tees Site Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is Teesside Airport Business Suite, Teesside International Airport, Darlington, DL2 1NJ.
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 £.
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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Tees Valley Combined Authority. These consolidated financial statements are available from its registered office, Tees Valley Combined Authority, Cavendish House, Teesdale Business Park, Stockton on Tees, Tees Valley, TS17 6QY.
As set out in the Directors' Report, due to the company ceasing to trade the directors have decided to prepare the financial statements on a basis other than that of a going concern. The financial statements have been prepared on a break-up basis at the year end. In adopting the break-up basis at the year end the following policies and procedures were implemented: - all assets have been disclosed at the value at which they are expected to be realised; and - all liabilities reflect the full amount at which they are expected to materialise.
The South Tees Site Company (STSC) Limited was incorporated on 12 October 2016 by the Department of Business, Energy and Industrial Strategy, with responsibilities over managing the health, safety, security and environmental risks inherent on the former Redcar steelworks site. In October 2020 the STSC transitioned into local control under the South Tees Development Corporation following the acquisition of the outstanding land on the site. Due to the progress of the phase 1 activity on the site, now Teesworks, in decontamination, demolition and remediation, considerable hazards previously on-site have been removed. As such, the functions of the South Tees Site Company in keep-safe and security are not required beyond the next 12 months and as such the company will therefore be wound up. Negative reserves will be consolidated into the parent company. The company has made the decision to stop trading and will transfer the remaining business to a fellow subsidiary company within 12 months of the signing of these financial statements. Therefore the directors consider it inappropriate to prepare the financial statements on a going concern basis and have prepared the financial statements on a breakup basis as set out under the basis of preparation.
The company recognises revenue from the following major sources: Government grants for revenue purposes from Tees Valley Combined Authority are recognised as income over the period in which the company recognises the related costs for which the grant was intended to fund, making neither profit or loss in accordance with FRS 102.
Contracts with customers comprise of contracts to manage site assets in the form of a management agreement for services including electricity and site security. This contract revenue is recognised in accordance with FRS 102. The company acts as principal as it controls the site and all activities and hence revenue is recorded as the gross amount billed.
The contract is cancellable with notice of not less than one year. Following the year end contracts will either be cancelled or novation will occur with other Tees Valley Combined Authority group members. Other revenue is recognised when goods or services are provided in accordance with the purchase order received from the customer or with written instructions received from an authorised customer.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
The directors do not consider there to be any judgements, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
No remuneration was paid to the directors in the current or prior year. The directors have been remunerated by other Tees Valley Combined Authority group companies.
The amount of impairment loss included in profit or loss is £264,714 (2023 - £86,176).
The company operates a defined contribution pension scheme. Contributions totalling £23,578 (2023 - £19,937) were payable to the scheme at the end of the year and are included in creditors.
An incident during the preparation for the demolition at South Bank Coke Ovens occurred in 2019. The Health and Safety Executive (HSE) has concluded its investigation, and the matter has been referred to the HSE’s Legal Services Division. As of the date of signing these accounts, no formal legal proceedings have commenced, and no conclusions have been reached. Due to the uncertainty surrounding the outcome, it is not possible to determine the likelihood, timing, or amount of any potential fine. Therefore, no provision has been recognised in the financial statements. Should the HSE pursue legal action, any resulting fine could have a material impact on the company’s financial position. The directors will continue to monitor the situation and reassess the need for a provision as more information becomes available.
The majority of the company's staff were transferred from SSI UK in Liquidation in a TUPE-like arrangement. An enhanced payment in lieu of notice terms were offered to those staff members who remained committed to the company throughout its liquidation, and this will be honoured under contractual arrangements upon the successful decommissioning of the site and its subsequent sale to STDC. There is a potential maximum outflow of £nil (2023: £191,964) as at the year end, as all impacted staff have now left the company. The prior year balance was dependent upon the staff remaining and the successful decommissioning of the site; if staff resigned from their post, they did not receive the enhanced terms. Consequently, the timing and amount were uncertain, and hence no provision was recorded in the prior year.