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Registration number: 13707224

Rubicone Bidco Limited

Annual Report and Financial Statements

for the Year Ended 31 August 2024

 

Rubicone Bidco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11 to 17

 

Rubicone Bidco Limited

Company Information

Directors

D R John

J J Vellacott

Registered office

Unit 5 Vision Court
Caxton Place
Pentwyn
Cardiff
CF23 8HA

Bankers

HSBC Bank PLC
56 Queen Street
Cardiff
CF10 2PX

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Rubicone Bidco Limited

Strategic Report for the Year Ended 31 August 2024

The directors present their strategic report for the year ended 31 August 2024.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show an operating profit of £1,582 (2023 - loss of £34,931). At 31 August 2024, the company had net liabilities of £37,291,575 (2023 - £21,726,084). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Details of principal risks and uncertainties, key performance indicators and financial instruments are disclosed in the group financial statements of the company's ultimate parent company, Rubicone Topco Limited.

Approved by the Board on 28 February 2025 and signed on its behalf by:


D R John
Director

 

Rubicone Bidco Limited

Directors' Report for the Year Ended 31 August 2024

The directors present their report and the financial statements for the year ended 31 August 2024.

Directors of the company

The directors who held office during the year were as follows:

D R John (appointed 2 February 2024)

J J Vellacott

K L Cook (resigned 2 February 2024)

Future developments

The directors continue to pursue opportunities to grow the business, in particular through the acquisition and development of new sites to expand the Group’s offering of high quality care and education services.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 28 February 2025 and signed on its behalf by:


D R John
Director

 

Rubicone Bidco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Rubicone Bidco Limited

Independent Auditor's Report to the Members of Rubicone Bidco Limited

Opinion

We have audited the financial statements of Rubicone Bidco Limited (the 'company') for the year ended 31 August 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 August 2024 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Rubicone Bidco Limited

Independent Auditor's Report to the Members of Rubicone Bidco Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was 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:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those 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.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Rubicone Bidco Limited

Independent Auditor's Report to the Members of Rubicone Bidco Limited

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

28 February 2025

 

Rubicone Bidco Limited

Profit and Loss Account for the Year Ended 31 August 2024

Note

2024
 £

2023
 £

Turnover

-

-

Administrative expenses

 

(6,783)

(10,795)

Exceptional items

3

8,365

(24,136)

Operating profit/(loss)

1,582

(34,931)

Net change in fair value of financial instrument

 

(725,790)

(538,992)

Other interest receivable and similar income

4

4,500,795

5,656,166

Interest payable and similar charges

5

(19,386,800)

(21,628,153)

Loss before tax

 

(15,610,213)

(16,545,910)

Taxation

9

44,722

397,580

Loss for the financial year

 

(15,565,491)

(16,148,330)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

 

Rubicone Bidco Limited

(Registration number: 13707224)
Balance Sheet as at 31 August 2024

Note

2024
 £

2023
 £

Fixed assets

 

Investments

10

55,789,443

55,789,443

Current assets

 

Debtors: Amounts falling due within one year

11

749,760

1,174,982

Debtors: Amounts falling due after more than one year

11

97,678,088

143,919,557

Cash at bank and in hand

 

150

150

 

98,427,998

145,094,689

Creditors: Amounts falling due within one year excluding loans and borrowings

12

(718,300)

(65,318)

Net current assets excluding loans and borrowings

 

97,709,698

145,029,371

Loans and borrowings falling due within one year

 

-

(28,100,176)

Net current assets

 

97,709,698

116,929,195

Total assets less current liabilities

 

153,499,141

172,718,638

Creditors: Amounts falling due after more than one year

12

190,790,716

194,444,722

Long term liabilities

 

190,790,716

194,444,722

Capital and reserves

 

Called up share capital

14

9,554

9,554

Share premium reserve

945,865

945,865

Profit and loss account

(38,246,994)

(22,681,503)

Shareholders' deficit

 

(37,291,575)

(21,726,084)

Total capital, reserves and long term liabilities

 

153,499,141

172,718,638

Approved and authorised by the Board on 28 February 2025 and signed on its behalf by:
 


D R John
Director

 

Rubicone Bidco Limited

Statement of Changes in Equity for the Year Ended 31 August 2024

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2023

9,554

945,865

(22,681,503)

(21,726,084)

Loss for the year

-

-

(15,565,491)

(15,565,491)

At 31 August 2024

9,554

945,865

(38,246,994)

(37,291,575)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 September 2022

9,554

945,865

(6,533,173)

(5,577,754)

Loss for the year

-

-

(16,148,330)

(16,148,330)

At 31 August 2023

9,554

945,865

(22,681,503)

(21,726,084)

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 5 Vision Court
Caxton Place
Pentwyn
Cardiff
CF23 8HA

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Rubicone Topco Limited.

The financial statements of Rubicone Topco Limited may be obtained from Companies House.

Going concern

Notwithstanding the net liability position shown on the balance sheet, the financial statements have been prepared on the going concern basis. The directors have considered the forecast cash flows and the cash requirements of the business in their assessment of going concern. The company also repaid circa £50m of bank loans during the year using intragroup loans advanced, following the sale of certain of the group's subsidiaries. As a result of this assessment it was concluded that the cash requirements of the business for the 12 months from signing will be met through a combination of operational cash flows and intragroup loans and thus the business is deemed to operate as a going concern.

Exemption from preparing group accounts

The financial statements contain information about Rubicone Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group.

The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Rubicone Topco Limited.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Exceptional items

2024
 £

2023
 £

Exceptional (income)/expenses

(8,365)

24,136

Exceptional items in the current year consist of non-recurring write backs.

Exceptional items in the prior year consisted of non-recurring legal and professional fees.

 

4

Other interest receivable and similar income

2024
£

2023
£

Group interest receivable

4,500,795

5,656,166

 

5

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

13,287,238

15,040,034

Finance costs adjacent to interest

1,430,976

2,351,859

Group interest payable

4,668,586

4,236,260

19,386,800

21,628,153

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

 

6

Staff numbers

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Directors

2

3

 

7

Directors' remuneration

Directors' remuneration has been borne by a related party.

 

8

Auditors' remuneration

Auditors' remuneration has been borne by a related party.

 

9

Taxation

Tax charged/(credited) in the profit and loss account

2024
£

2023
£

Deferred taxation

Arising from origination and reversal of timing differences

(44,722)

(397,580)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 21.5%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(15,610,213)

(16,545,910)

Corporation tax at standard rate

(3,902,553)

(3,557,371)

Effect of expense not deductible in determining taxable profit (tax loss)

181,446

963,399

Deferred tax expense from unrecognised tax loss or credit

762,594

-

Deferred tax credit from unrecognised temporary difference from a prior period

(5,656)

-

Tax decrease from effect of unrelieved tax losses carried forward

-

(293,560)

Tax increase arising from group relief

2,919,447

2,489,952

Total tax credit

(44,722)

(397,580)

Deferred tax

Deferred tax assets and liabilities

2024

Asset
£

Losses carried forward

442,302

442,302

2023

Asset
£

Losses carried forward

293,560

Short term timing differences

104,020

397,580

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

 

10

Investments

2024
£

2023
£

Investments in subsidiaries

55,789,443

55,789,443

Subsidiaries

£

Cost and carrying amount

At 1 September 2023 and at 31 August 2024

55,789,443

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Orbis Education and Care Topco Limited

Ordinary

100%

100%

 

England and Wales

     

Shine Bidco Limited

Ordinary

100%

100%

 

England and Wales

     

The principal activity of both Orbis Education and Care Topco Limited and Shine Bidco Limited is that of holding companies.

 

11

Debtors

Note

2024
 £

2023
 £

Other debtors

 

8,945

348,757

Derivative financial instruments

13

298,513

428,645

Deferred tax assets

9

442,302

397,580

Amounts owed by group undertakings

 

97,678,088

143,919,557

 

98,427,848

145,094,539

Less non-current portion

 

(97,678,088)

(143,919,557)

Total current trade and other debtors

 

749,760

1,174,982

Details of non-current trade and other debtors

£97,678,088 (2023 - £143,919,557) of amounts owed to group undertakings is classified as non current.

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

 

12

Creditors

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

13

-

28,100,176

Trade creditors

 

-

16,240

Derivative financial instrument

13

595,658

-

Accrued expenses

 

122,642

49,078

 

718,300

28,165,494

Due after one year

 

Loans and borrowings

13

91,937,130

112,812,649

Amounts owed to group undertakings

 

98,853,586

81,632,073

 

190,790,716

194,444,722

 

13

Loans and borrowings

2024
£

2023
£

Current loans and borrowings

Bank borrowings

-

28,100,176

2024
£

2023
£

Non-current loans and borrowings

Bank borrowings

91,937,130

112,812,649

The bank loans are secured by a debenture over the assets and undertakings of each company in the group.

Current bank borrowings in the prior year (excluding capitalised debt costs of £1,035,398) represented capital and interest in relation to a bridging facility comprising capital of £24,500,000 and accrued interest totalling £4,635,574). Interest accrued at between 9% and 11% plus SONIA. The bridging loans were repaid in full in December 2023.

Borrowings due after one year include:

• £11,000,000 super senior loan and £4,250,000 balance on a revolving credit facility are both repayable on 30 November 2027. Interest accrues at a margin between 3.00% and 3.75% plus SONIA, with margin being variable based on leverage. During the year, the £4,250,000 revolving credit facility balance was repaid early.
• Senior loans totalling £99,500,000 are repayable on 30 November 2028. Interest accrues at a margin between 6.25% and 7.25% plus SONIA, with margin being variable based on leverage. During the year, £17,500,000 of this was repaid early.

As at 31 August 2024, outstanding bank loans (excluding capitalised debt costs of £1,801,474 (2023 - £2,972,749) totalled £93,738,604 (2023 - £143,885,574). During the year, the company repaid a proportion of its bank loans, following the sale of certain of the group's subsidiaries.

The company had an interest rate cap with a nominal value of £74,000,000 which expired on 1 December 2023. The hedge was a cap on SONIA at 3.00%. As at 31 August 2024, the fair value of the hedge was a gain of £nil (2023 - £428,645) with a debit recognised in the profit and loss account of £428,645 (2023 - £538,992).

During the year, the company took out a floored interest rate collar with a nominal value of £90,000,000 which expires on 28 February 2027. This includes a cap on SONIA at 5.500%, a sold floor on SONIA at 3.283% and a bought back floor on SONIA at 1.3807%. As at 31 August 2024, the cap was a gain of £185,722 recognised within debtors, the bought back floor was a gain of £112,791 recognised within debtors and the sold floor was a loss of £595,658 recognised within creditors. The net of these is a debit that has been recognised in the profit and loss accounts of £297,145.

 

Rubicone Bidco Limited

Notes to the Financial Statements for the Year Ended 31 August 2024

 

14

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £0.01 each

955,419

9,554

955,419

9,554

       
 

15

Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.

 

16

Parent and ultimate parent undertaking

The company's immediate parent is Rubicone Finco Limited, incorporated in England and Wales.

 The ultimate parent is Rubicone Topco Limited, incorporated in England and Wales.