Company Registration No. 08758203 (England and Wales)
SOAR NEWCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
Affinia
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
SOAR NEWCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
SOAR NEWCO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022 unaudited
Notes
£
£
£
£
Fixed assets
Investments
4
-
0
5,702,366
Current assets
Debtors
5
3
-
0
Creditors: amounts falling due within one year
6
-
0
(7,279,911)
Net current assets/(liabilities)
3
(7,279,911)
Net assets/(liabilities)
3
(1,577,545)
Capital and reserves
Called up share capital
7
3
193,195
Share premium account
8
-
0
621,330
Other reserves
8
7
-
0
Profit and loss reserves
8
(7)
(2,392,070)
Total equity
3
(1,577,545)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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

The financial statements were approved by the board of directors and authorised for issue on 15 May 2025 and are signed on its behalf by:
P R Havenhand
Director
Company registration number 08758203 (England and Wales)
SOAR NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Soar Newco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Miller Court, Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors intend to liquidate this company within 12 months of the date of signing these financial statements. As such, the financial statements have been prepared on a basis other than going concern. The accounting policies have not been amended in any way.true

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

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

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

SOAR NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Judgements and key sources of estimation uncertainty

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.

 

No specific judgements or key sources of estimation uncertainty were identified.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was Nil (2022: Nil).

SOAR NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
4
Fixed asset investments
2023
2022 unaudited
£
£
Shares in group undertakings and participating interests
-
0
5,702,366
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
5,702,366
Additions
1,629,491
Capital contribution
4
Disposals
(7,331,861)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
5,702,366
5
Debtors
2023
2022 unaudited
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3
-
0
6
Creditors: amounts falling due within one year
2023
2022 unaudited
£
£
Amounts owed to group undertakings
-
0
7,279,911
7
Called up share capital
2023
2022 unaudited
2023
2022 unaudited
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 0.000001 each
3,074,107
193,160
3
193,160
Ordinary B Shares of 0.0000000001p each
34,836,500
34,836,500
-
0
35
37,910,607
35,029,660
3
193,195
SOAR NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Called up share capital
(Continued)
- 5 -

Both share classes have full voting rights, the rights to participate in a dividend, and the rights to participate in a distribution on winding up. the shares are not redeemable.

On 7 December 2023, £2,880,947 ordinary A shares of £1 each were issued at par.

 

On 7 December 2023, the nominal value of the ordinary A shares was reduced from £1 to £0.000001.

 

On 7 December 2023, the nominal value of the ordinary B shares was reduced from £0.000001 to £0.000000000001.

 

On 7 December 2023, the share premium account was reduced from £621,330 to £nil.

8
Reserves
Capital contribution

The capital contribution reserve comprises the cumulative effect of contributions made to the entity's capital from a related party, for which there is no corresponding liability due to the related party agreeing as such.

Profit and loss reserves

The profit and loss reserve comprises the cumulative effect of the total profits and losses at each year end, less any distributions made to shareholders.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw your attention to note 1.2 in the accounting policies section of the financial statements which explains the directors intend to liquidate this company within 12 months of the date of signing these financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is unmodified in this respect.

Other matter
In the previous accounting period the directors of the company took advantage of the audit exemption under S477 of the Companies Act. Therefore the comparative 2022 corresponding figures are unaudited.
Senior Statutory Auditor:
Michael Warman
Statutory Auditor:
Affinia (Chelmsford)
Date of audit report:
16 May 2025
SOAR NEWCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
10
Secured debts

JPMorgan Chase Bank currently hold a fixed and floating charge over the assets and undertakings of the Company.

11
Related party transactions

The company has taken advantage of exemptions available under FRS 102 not to disclose related party transactions with wholly owned subsidiaries.

12
Ultimate controlling party

At the reporting date control of the company is held by NSM UK Holdings Ltd, a company registered in England & Wales. Subsequent to the year the immediate parent undertaking changed to Riser Interco LLC, a company incorporated in the US with the registered office 555 North Lane, Suite 6060, Conshohocken, Pennsylvania 19428, USA.

 

The financial statements of the company are consolidated in the financial statements of Riser Holdings LP, a company incorporated in the US with the registered office 520 Madison Avenue, New York, NY 10019. This represents the smallest group of undertakings for which consolidated financial statements are prepared. The consolidated financial statements are available from its registered office.

 

At the reporting date the Company's ultimate parent undertaking is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US with the registered office Corporation Trust Center 1209 Orange St, Wilmington, DE. This represents the largest group of undertakings for which consolidated financial statements are prepared.

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