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Registered number: 08363572










Intu Finance MH Limited










Annual report and financial statements

For the year ended 31 December 2023

 
Intu Finance MH Limited
 

Company Information


Directors
Miles Dunnett 
Russell Downs (appointed 27 September 2023)




Registered number
08363572



Registered office
2nd Floor
168 Shoreditch High Street

London

E1 6RA




Independent auditors
Cooper Parry Group Limited
Statutory Auditor

St James Building

79 Oxford Street

Manchester

M1 6HT





 
Intu Finance MH Limited
 

Contents



Page
Strategic report
 
 
1 - 2
Directors' report
 
 
3 - 5
Independent auditors' report
 
 
6 - 9
Statement of comprehensive income
 
 
10
Statement of financial position
 
 
11
Statement of changes in equity
 
 
12
Notes to the financial statements
 
 
13 - 21

 
Intu Finance MH Limited
 

Strategic report
For the year ended 31 December 2023

The directors submit their Strategic Report of lntu Finance MH Limited ('the Company') for the year ended 31 December 2023.

Principal Activities
 
The Company's principal activity is carrying out treasury activities for certain entities in the group of subsidiaries of Merry Hill Newco Limited. The treasury activities carried out by the Company include borrowing funds and advancing the net proceeds of such borrowings to entities related to the Merry Hill shopping centre.

Business review
 
The Company’s results and financial position for the year ended 31 December 2023 are set out in full in the Statement of comprehensive income, Statement of financial position, Statement of changes in equity and the notes to the financial statements.
The Company recorded a loss before tax of 32.5 million compared with a loss before tax of £257.4 million for the previous year. The loss for the year was principally due to the recognition of provisions totalling £31.7 million (2022: £264.7 million) for expected credit losses against amounts due from fellow group undertakings. Net liabilities at 31 December 2023 were £598.6 million compared with £566.1 million at 31 December 2022.
Given the straightforward nature of the business, the Company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business. The directors have considered the future activity of the business below and within the going concern section.

Future Developments and events after the reporting date
 
The Merry Hill Shopping Centre has continued its recent transformation notably with the opening in October 2024 of its new anchor tenant, Harvey Norman, and  XF Gym in the space previously occupied by Debenhams.  
The directors expect there to be continued downward pressure on net rental income in the short term, as historic over-renting is washed out through lease renewals, with a return to growth in the medium terms driven by increasing occupancy levels.  

Principal risks and uncertainties
 
Financing
The business has debt facilities which are due for repayment in December 2025, and are fully drawn. While the directors note that a minimum liquidity requirement remains in place as part of the lending agreement, they have a reasonable expectation, based on cashflow forecasts of the Merry Hill Limited Partnerships, of the Company's continued compliance with this covenant for at least 12 months from the date of signing of these financial statements.
The continued operation and development of Merry Hill is dependent on access to sufficient liquidity to fund the capital expenditure needed to attract and retain new tenants. A five year business plan setting out the funding requirements of the business is annually updated and approved by the shareholders. The business currently has sufficient cash available to fund its existing commitments, and is expected to generate sufficient additional cash going forward to fund future spending.
The debt facilities bear interest at a floating rate. Recent increases in interest rates will increase interest payable to a level which would severely restrict funds available for investment. An agreement was reached with the providers of the debt facilities to restrict interest payments to a maximum of £3 million per quarter, thereby ensuring that sufficient funds will be available to continue to roll out the capex programme.
The potential sale of non-core assets within the overall site offers the opportunity to generate additional liquidity, and the directors will continue to monitor this option.
 

 
Page 1

 
Intu Finance MH Limited
 

Strategic report (continued)
For the year ended 31 December 2023

Retail Environment
The trend from in-store to online shopping, will continue to exert downward pressure on rental income. To counter this, the business plan includes a re-balancing of the business towards the leisure market, which is expected to result in stabilised net operating income.
Operations
The main operational risk is health and safety, which is regularly monitored and subject to regular external assessments.


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



Russell Downs
Director

Date: 27 March 2025
Page 2

 
Intu Finance MH Limited
 

 
Directors' report
For the year ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

The company is incorporated and registered in England and Wales (company number 08363572). The company's registered office is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA.

Directors

The directors who served during the year and up to the date of approval of these financial statements were:

David Duggins (resigned 30 September 2023)
Miles Dunnett 
Russell Downs (appointed 27 September 2023)

Results and dividends

The loss for the year, after taxation, amounted to £32.5 million (2022: £257.4 million).

The directors do not recommend a dividend for the year (2022: £Nil).

Capital management

The directors consider the capital of the company to be the ordinary share capital of £1 (2022: £1). The management of this capital is performed itself.

Financial risk management

The company is exposed to a variety  of financial  risks arising from the company's operations being principally market risk (including interest rate risk), liquidity risk and credit risk.
Financial risk management is carried out by the Company itself acting through its Board of Directors, supported by Sovereign Land (Management) Limited and Savills plc, who act as asset manager and property manager, respectively.

Going concern

Full detail in respect of going concern is set out in note 2.3. 
Having carefully considered the Company's financial position and future prospects, the directors have formed the judgement that it is appropriate to prepare the financial statements on the going concern basis.

Qualifying third party indemnity provisions

A qualifying  indemnity  provision (as defined in S234 of the Companies Act 2006) was in force for the benefit of the directors of the company during the financial year and at the date of the approval of the financial statements. The company's ultimate parent, Merry Hill Newco Limited, maintains directors' and officers' insurance which is reviewed annually.

Matters covered in the Strategic report

The directors' have elected to disclose future developments and subsequent event disclosures within the Strategic Report. 



 

Page 3

 
Intu Finance MH Limited
 

 
Directors' report (continued)
For the year ended 31 December 2023

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Independent Auditors

The audit business of UHY Hacker Young Manchester LLP was acquired by Cooper Parry Group Limited on 30th September 2024.  UHY Hacker Young Manchester LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditorsCooper Parry Group Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Directors confirmations

the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company;
the strategic report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that they face; and
the financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's position and performance.

Page 4

 
Intu Finance MH Limited
 

 
Directors' report (continued)
For the year ended 31 December 2023

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





Russell Downs
Director

Date: 27 March 2025
Page 5

 
Intu Finance MH Limited
 

 
Independent auditors' report to the members of Intu Finance MH Limited
 

Opinion


We have audited the financial statements of Intu Finance MH Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 2023 and of its loss for the year 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.


Basis for opinion


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 Auditors' 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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements. The company is reliant on the Group for funding and this, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 


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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Page 6

 
Intu Finance MH Limited
 

 
Independent auditors' report to the members of Intu Finance MH Limited (continued)


Opinion 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 the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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, 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.


Page 7

 
Intu Finance MH Limited
 

 
Independent auditors' report to the members of Intu Finance MH Limited (continued)


Auditors' 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.


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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Identifying and assessing potential risks related to irregularities
 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:
 
the nature of the industry and sector, control environment and business performance;
any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance,
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.


As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. 
Our procedures to respond to risks identified included the following: 
 
review of the financial statement disclosures to underlying supporting documentation, 
review of correspondence, enquiries of management and evaluating whether there was evidence of bias by the director that represented a risk of material misstatement due to fraud, 
challenging assumptions and judgements made by management in their significant accounting estimates,
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management,
discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud.


Page 8

 
Intu Finance MH Limited
 

 
Independent auditors' report to the members of Intu Finance MH Limited (continued)


There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.


Use of our report
 

This report is made solely to the company's members 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.





Zoë Duffy BFP FCA (Senior statutory auditor)
for and on behalf of
Cooper Parry Group Limited
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT

27 March 2025
Page 9

 
Intu Finance MH Limited
 

Statement of comprehensive income
For the year ended 31 December 2023

2023
2022
Note
£m
£m

  

Administrative expenses
  
(1.0)
(1.2)

Expected credit losses on amounts owed by group undertakings
  
(31.7)
(262.4)

Operating loss
 4 
(32.7)
(263.6)

Finance income
 5 
31.1
21.8

Finance cost
 6 
(30.9)
(15.6)

Loss before tax
  
(32.5)
(257.4)

Tax on loss
 7 
-
-

Loss for the financial year
  
(32.5)
(257.4)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022: £NIL).

The notes on pages 13 to 21 form part of these financial statements.

Page 10

 
Intu Finance MH Limited
Registered number: 08363572

Statement of financial position
As at 31 December 2023

2023
2022
Note
£m
£m

  

Fixed assets
  

Current assets
  

Debtors: amounts falling due within one year
 8 
0.2
0.1

Cash at bank and in hand
  
27.1
29.5

  
27.3
29.6

Creditors: amounts falling due within one year
 9 
(625.9)
(120.3)

Net current liabilities
  
 
 
(598.6)
 
 
(90.7)

Total assets less current liabilities
  
(598.6)
(90.7)

  

Creditors: amounts falling due after more than one year
 10 
-
(475.4)

  
(598.6)
(566.1)

  

  

Net liabilities
  
(598.6)
(566.1)


Capital and reserves
  

Profit and loss account
 13 
(598.6)
(566.1)

  
(598.6)
(566.1)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Russell Downs
Director

Date: 27 March 2025

The notes on pages 13 to 21 form part of these financial statements.

Page 11

 
Intu Finance MH Limited
 

Statement of changes in equity
For the year ended 31 December 2023


Accumulated losses
Total equity

£m
£m


At 1 January 2022
(308.7)
(308.7)


Comprehensive income for the year

Loss for the year
(257.4)
(257.4)



At 1 January 2023
(566.1)
(566.1)


Comprehensive income for the year

Loss for the year
(32.5)
(32.5)


At 31 December 2023
(598.6)
(598.6)


The notes on pages 13 to 21 form part of these financial statements.

Page 12

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

1.


General information

Intu Finance MH Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at 2nd Floor, 168 Shoreditch High Street, London, E1 6RA. The Company's principal activity is set out in the strategic report on page 1.

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

These financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the Company operates. All amounts have been rounded to the nearest million, unless otherwise indicated.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Merry Hill Newco Limited as at 31 December 2023 and these financial statements may be obtained from 22 Grenville Street, St Helier, Jersey, JE4 8PX.

Page 13

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.3

Going concern

The principal activity of Intu Finance MH Limited (“the Company”) is the provision of financing to entities related to the Merry Hill shopping centre, including the MH Limited Partnerships (Nos. 1-6) (the “Limited Partnerships”). This is achieved by the issue of unsecured loans which had a carrying amount of £Nil at 31 December 2023 (2022: £Nil). Interest received from the Limited Partnerships in 2023 totalled £31.1m (2022: £21.8m). The Company itself is financed by way of loans due to a group of lenders, amounting in total to £491m at 31 December 2023 (2022: £475.4m). At as at 31 December 2023, the Company was in a net liability position of £598.6m (2022: £566.1m).
The Company relies on the receipt of interest payments from the Limited Partnerships on loans issued by the Company, in order to service interest payments on the Company’s external debt.  As a result, the Company’s ability to continue as a going concern is dependent on the Limited Partnerships’ ability to continue to pay interest amounts due to the Company.
The General Partner of the Limited Partnership have prepared a business plan, including detailed cash flow forecasts, for at least the 12-month period from the date of signing, including an assessment of the current and potential impact of presently extant macroeconomic factors, to ensure that the Partnership has the ability to make repayments as required to service the Partnership's loan financing. 
The General Partner of the Limited Partnership consider that the business plan and forecasts reflects a reasonable and objective assessment of the Merry Hill shopping centre business, including the ongoing impact of macro economic factors, with a number of precautionary mitigating actions outlined if required.
The General Partner of the Limited Partnership has stress tested their forecasts and considered worst case scenarios. Based on their review, the directors of the Partnership have a reasonable expectation that the Partnership has the ability to continue to make payments to Intu Finance MH Limited to at least the level required for that Company to have sufficient capability to make interest payments on the debt financing as they fall due.
The General Partners of the Limited Partnerships have also reviewed the cashflow and liquidity requirements of the entire Merry Hill Group (of which the Limited Partnerships are a part, and whose ultimate parent company is Merry Hill Newco Limited) for a period of at least 12 months from the date of signing. In performing the respective review, the General Partners also considered the following factors: 
• The existing economic environment being experienced at a macroeconomic level in the United Kingdom.
 
• The continued support of the Merry Hill Group’s bankers (who are also its shareholders).
There is substantial headroom over the liquidity covenant within the Group’s banking facility throughout the forecast period.  Should economic conditions worsen and the headroom reduced, the General Partners have the discretion to reduce or defer capital expenditure.  In addition, the General Partners believe that ongoing support from the banking syndicate (who are the ultimate shareholders of the Group), would result in the liquidity covenant being waived and/or interest payments reduced/deferred it should become necessary.
 
Page 14

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.3
Going concern (continued)

The Group’s debt facilities are due for repayment in full in December 2025, and the General Partners have concluded that it will not be possible to repay the debt at that date absent a sale of shopping centre. There is therefore a material uncertainty that casts significant doubt upon the Group’s (of which the Limited Partnership is part) ability to continue as a going concern and, therefore that it may be unable to realise its assets and discharge its liabilities in the ordinary course of business. Nevertheless, after making enquiries and considering the uncertainties described above, the General Partners have a reasonable expectation that the Limited Partnership will have adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the annual report and accounts.
These factors, both individually and in combination, place significant uncertainty on the Limited Partnership’s ability to make interest payments to the Company as they fall due, which in turn gives rise to uncertainty over the Company’s ability to service its debt financing arrangement for the foreseeable future. These factors therefore indicate that a material uncertainty exists which may cast significant doubt on the Company’s ability to meet its obligations as they fall due and continue as a going concern.

 
2.4

Interest income and expense

Interest income and expense is accrued on a time basis, by reference to the principal outstanding and the effective interest rate.

 
2.5

Borrowing

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Borrowings are recognised initially at their net proceeds on issue and subsequently carried at amortised cost. Any transaction costs and premiums or discounts are recognised over the contractual life using the effective interest rate method.
In the event of early repayment, all unamortised transaction costs are recognised immediately in the income statement.

 
2.6

Impairment of assets

The company's assets are reviewed at each balance sheet date to determine whether events or changes in circumstances exist that indicate their carrying amount may not be recoverable. If such an indication exists, the asset's recoverable amount is estimated. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. An impairment loss is recognised in the income statement for the amount by which the asset's carrying amount exceeds its recoverable amount. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows



Page 15

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.7

Debtors

Trade receivables are recognised initially at their transaction price and subsequently measured at amortised cost less loss allowance for expected credit losses.
When applying a loss allowance for expected credit losses, judgement is exercised as to the collectability of trade receivables and to determine if it is appropriate to impair these assets. When considering expected credit losses, management has taken into account days past due, credit status of the counterparty and historical evidence of collection

 
2.8

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits with banks, whether restricted or unrestricted and other short-term liquid investments with original maturities of three months or less.

 
2.9

Creditors

Creditors are recognised initially at fair value and subsequently measured at amortised cost.

  
2.10

Taxation

Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date.

  
2.11

Current/non-current classification

Current assets include assets held primarily for trading purposes, cash and cash equivalents, and assets expected to be realised in, or intended for sale or consumption within one year of the reporting date. All other assets are classified as non-current assets.
Current liabilities include liabilities held primarily for trading purposes, associated with assets held for sale and expected to be settled within one year of the reporting date. All other liabilities are classified as non-current liabilities. 

  
2.12

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

Page 16

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with the Company's accounting policies requires management to make judgements and use estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Although these judgements and estimates are based on management's best knowledge of the amount,  event or actions, actual results ultimately may differ from those estimates.
- critical accounting judgements
Going concern - when preparing the financial statements, management is required to make an assessment of the entity's ability to continue as a going concern and prepare the financial  statements on this basis unless it either intends to liquidate the entity or to cease trading or has no realistic  alternative  but to do so. As set out in the going concern section, there are events or conditions that indicate a material   uncertainty exists in  relation to going concern.
After reviewing the most recent projections and having carefully considered the material  uncertainty,  the directors have formed the judgement that it is appropriate to prepare the financial statements on the going concern basis.


4.


Operating loss

The operating loss for the year ended 31 December 2023 of £32.7m (2022: £263.6m) did not include auditor's remuneration of £10,500 (2022: £10,000) in respect of the audit of the financial statements, which was settled on behalf of the company by another group company and has not been recharged. 
No non-audit services were provided during the current or prior year.
The directors did not receive or waive any emoluments (2022: £Nil) in respect of their services to the company.
There were no employees during the year (2022: None).


5.


Finance income

2023
2022
£m
£m


Interest receivable from group companies
31.0
21.8

Other interest receivable
0.1
-


6.


Finance costs

2023
2022
£m
£m


Interest payable on bank loan
30.9
15.6
Page 17

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

7.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£m
£m


Loss on ordinary activities before tax
(32.5)
(257.4)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(7.6)
(49.3)

Effects of:


Other differences leading to an increase (decrease) in the tax charge
7.6
49.3

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


8.


Debtors

2023
2022
£m
£m


Other debtors
0.2
0.1

0.2
0.1


Loan due from group undertakings are unsecured, repayable on demand and bore an interest rate of LIBOR plus 1.75 per cent annum between 1 January 2017 and 19 July 2017 and at a rate of 4.016 per cent per annum thereafter (2022: 2.819 per cent). Loans due from group undertakings are stated net of a £869.6m (2022: £837.9m) loss allowance for expected credit losses.

Page 18

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

9.


Creditors: Amounts falling due within one year

2023
2022
£m
£m

Bank loans
491.0
-

Trade creditors
0.1
-

Amounts owed to group undertakings
128.1
115.7

Accruals and deferred income
6.7
4.6

625.9
120.3


Amounts due to group undertakings are unsecured and repayable on demand.  No interest is charged on these amounts.


10.


Creditors: Amounts falling due after more than one year

2023
2022
£m
£m

Bank loans
-
475.4

-
475.4


Page 19

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

11.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£m
£m

Amounts falling due within one year

Bank loans
491.0
-


491.0
-

Amounts falling due 1-2 years

Bank loans
-
475.4


-
475.4



491.0
475.4


The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value.
The principal is due for repayment in December 2025. Interest is payable at a margin of 1.75 per cent plus SONIA.
Included in the loans and borrowings liability at 31 December 2023 is £21.2m (2022: £19.9m) in relation to early termination penalties on previously held derivative financial instruments. These penalties have been capitalised as part of the total loan liability repayable. Interest accrues on the unpaid termination penalties at a rate of 2.75 per cent plus SONIA.
The bank loan is secured via fixed and floating charges over the assets of the Merry Hill Newco Limited group.
Page 20

 
Intu Finance MH Limited
 

 
Notes to the financial statements
For the year ended 31 December 2023

12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022: 1) Ordinary Shares share of £1.00
1.00
1.00



13.


Reserves

Profit and loss account

The Profit and loss account comprises all current and prior period retained profits and losses.


14.


Related party transactions

The company has applied to IAS 24 exemption not to disclose related party transactions.


15.


Controlling party

The ultimate parent company is Merry Hill Newco Limited, a company incorporated and registered in Jersey, copies of whose financial statements may be obtained from Merry Hill Newco Limited, 22 Grenville Street, St Helier, Jersey, JE4 8PX. 
The immediate parent company is Merry Hill Bidco Limited, a company incorporated and registered in Jersey, copies of whose financial statements may be obtained from Merry Hill Newco Limited, 22 Grenville Street, St Helier, Jersey, JE4 8PX. 

Page 21