Company registration number 13390239 (England and Wales)
ST MICHAELS UK PROPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ST MICHAELS UK PROPCO LIMITED
COMPANY INFORMATION
Directors
Nicola Caroline Barker
Gary Alexander Neville
Sebastiano Robert Vittorio D'avanzo
(Appointed 29 April 2024)
Company number
13390239
Registered office
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
Auditor
Deloitte LLP
Gaspe House
66-72 Esplanade
St Helier
Jersey
JE2 3QT
ST MICHAELS UK PROPCO LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 16
ST MICHAELS UK PROPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their report and the financial statements of St Michaels UK Propco Limited (the "company") for the year ended 31 December 2024.

Principal activities

The principal activity of the company is property development.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Charles Darrel Tutt
(Resigned 29 April 2024)
Nicola Caroline Barker
Gary Alexander Neville
Sebastiano Robert Vittorio D'avanzo
(Appointed 29 April 2024)
Auditor

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". 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:

 

 

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

ST MICHAELS UK PROPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
The report was approved by the board of directors on ........................ and signed on behalf of the board by:
Nicola Caroline Barker
Gary Alexander Neville
Director
Director
15 May 2025
ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 3 -

Report on the audit of the financial statements

 

Opinion

In our opinion the financial statements of St Michaels UK Propco Limited (the ‘company’):

 

We have audited the financial statements which comprise:

 

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

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's 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 Financial Reporting Council’s (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 financial statements are 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.

 

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.

ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 4 -
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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’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, 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 and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

 

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

 

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.

 

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

 

 

To mitigate the risk, we have engaged our valuation specialist to assess the appropriateness of the methodology applied, challenge management around the valuation’s inputs and assumptions, review the valuations in detail to accuracy of the computation of the fair value and discuss any significant judgements and assumptions in the valuation report with the management to consider whether they have been appropriately considered.

ST MICHAELS UK PROPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ST MICHAELS UK PROPCO LIMITED
- 5 -

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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 making 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:

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

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 any material misstatements in the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

 

We have nothing to report in respect of these matters.

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.

Siobhan Durcan, BA, ACA, FCCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
St Helier, Jersey
Date: 16 May 2025
ST MICHAELS UK PROPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Administrative expenses
12
(60,562)
(47,807)
Interest receivable and similar income
94
-
Fair value gains on investment property
4
1,078,004
4,182,253
Profit before taxation
1,017,536
4,134,446
Tax on profit
5
-
0
-
0
Profit for the financial year
1,017,536
4,134,446

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The company has no other recognised items of income and expenses other than the results for the year as set out above.

The notes on pages 9 to 16 form part of these financial statements.

ST MICHAELS UK PROPCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment properties
6
102,620,000
67,900,000
Current assets
Debtors
8
561,448
3,786,209
Cash at bank and in hand
1,537,797
4,275,064
2,099,245
8,061,273
Creditors: amounts falling due within one year
9
(91,085,067)
(19,103,128)
Net current liabilities
(88,985,822)
(11,041,855)
Total assets less current liabilities
13,634,178
56,858,145
Creditors: amounts falling due after more than one year
10
-
0
(44,241,503)
Net assets
13,634,178
12,616,642
Capital and reserves
Called up share capital
11
13,810,030
13,810,030
Profit and loss reserves
(175,852)
(1,193,388)
Total equity
13,634,178
12,616,642

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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:
Nicola Caroline Barker
Gary Alexander Neville
Director
Director
Company Registration No. 13390239
ST MICHAELS UK PROPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
12,910,030
(5,327,834)
7,582,196
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
4,134,446
4,134,446
Issue of share capital
11
900,000
-
900,000
Balance at 31 December 2023
13,810,030
(1,193,388)
12,616,642
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
1,017,536
1,017,536
Balance at 31 December 2024
13,810,030
(175,852)
13,634,178
ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

St Michaels UK Propco Limited (the "company") is a private company limited by shares incorporated in England and Wales. The registered office is Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD.

1.1
Statement of Compliance

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, except for investment properties which are valued at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on a going concern basis.true

The directors are required to assess the company’s ability to continue as a going concern and have assessed the company’s financial position, including its ability to meet its day to day working capital and forecast cash flow requirements. The directors have prepared a forecast for the next 12 months from the date of approval of the financial statements, which demonstrates the ability of the company to further fund the delivery of its business plan. This assumption is based on the cash available in the company and the external financing that is available to be called upon. Refinancing of the external finance took place on 13 February 2025 and this provided immediate cash to cover the associated refinance costs, a contribution to the remaining capital expenditure and a liquidity buffer to meet any other costs until rental income starts to build. The new facility also allows for drawdowns on the loan to cover further expenditure as needed.

Practical Completion was achieved on 6 February 2025. The building was fully let ahead of Practical Completion and so the leases which are in place will commence. There are various tenant rent free periods in place at the start of the leases but some cash income will be generated within the next 12 months. As the rent free periods elapse, the rental income will increase gradually to the point where it covers ongoing interest costs. Until this point is reached, the external finance facilities will support the company's cash flow needs as necessary. On this basis, the directors believe that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.

The company made a profit of £1,017,536 (2023: £4,134,446) and is in a net asset position of £13,634,178 (2023: £12,616,642).

1.3
Investment properties

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss. Letting fees are initially included within the cost of the investment property and then amortised over the lease term. Investment property shall be derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

1.4
Borrowing costs

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.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

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

 

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

 

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow 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.

1.7
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.

1.8
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is offset against the loan interest paid and both are capitalised within the cost of the investment property.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Tax payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. There is no taxable profit during the period.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. On this basis no deferred tax asset has been recognised in the period given the company will continue to make losses until the completion of the construction of the asset. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

 

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Those estimates and assumptions include, but are not limited to, fair value of the investment property. The future value of the investment property could be impacted by a wide range of variables, such as changes in economic factors regionally, nationally and globally.

 

There are no critical accounting judgements.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
3
Employees

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

2024
2023
Number
Number
Total
-
0
-
0
4
Other gains
2024
2023
£
£
Fair value gains
Gain on investment property held at fair value through profit or loss
1,078,004
4,182,253
5
Taxation

A deferred tax liability on the total investment property fair value gains to date of £5,260,257 (2023: £4,182,253) has been provided at £1,315,064 (2023 : £1,045,563). Netted against this is a deferred tax asset of £1,315,064 (2023: £1,045,563) on the taxable losses. Total accumulated taxable losses are £7,892,844 (2023: £6,766,907) therefore there is an unrecognised deferred tax asset of £658,147 (2023: £634,212). This will be recognised at the point when recoverability is considered likely.

6
Investment property
2024
2023
£
£
Fair value
At 1 January
67,900,000
32,936,926
Additions
33,641,996
30,780,821
Revaluations
1,078,004
4,182,253
At 31 December
102,620,000
67,900,000

On 20 December 2021, the company acquired the leasehold interest in the property at Bootle Street, Manchester.

The company entered into a development management agreement with Relentless Developments Limited ("the Development Manager") which governs the development of Phase 1 land for the Development Management fee.

Investment property is comprised of property which is being developed. Additions comprised of all expenditure incurred to bring the asset into its intended use. In line with accounting policy 1.3 the investment property has been stated at fair value. Included within the value of the investment property are letting fees of £861,524 (2023: £284,053) which have been capitalised and are to be amortised over the lease term.

Borrowing costs of £6,206,439 (2023: £3,343,225) have been capitalised during the year.

An inspection of the properties valued the current fair value of the asset at £102.62m as at 31 December 2024. The investment property was valued at its fair value as at 31 December 2024, based on a valuation performed by a RICS registered valuers, an independent valuer with experience in the location and class of asset being valued. The investment property has been valued in accordance with guidance notes in the Appraisal and Valuation Manual of RICS. This is an internationally accepted basis of valuation.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Investment property
(Continued)
- 13 -

On 6 February 2025 the property achieved practical completion and therefore the leases relating to rental income commenced.

7
Derivative
2024
2023
£
£
Carrying amount of financial assets
Derivative value at 1 January
1,511,991
1,785,780
Movement in fair value of derivative
(1,274,966)
(273,789)
Derivative value at 31 December
237,025
1,511,991
The above amount is included within other debtors in note 8.

The derivative contract was entered into on 15 November 2022 and a premium of £1,927,000 was paid. During the year amounts of £1,587,664 (2023: £682,180) were received and these amounts have been offset against the interest costs, which are capitalised and included within the cost of the investment property. The contract matured post year end on 15 January 2025. On 21 February 2025 two new derivative contracts were entered into. A premium of £1,044,000 was paid on one contract and a premium of £323,000 was paid on the other contract. Both contracts mature in February 2028.

8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
5,861,448
7,574,218
Provision for unpaid share capital
(5,300,000)
(5,300,000)
561,448
2,274,218
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
-
0
1,511,991
Total debtors
561,448
3,786,209

Included within other debtors is £5.3m of deferred share capital relating to shares issued to Relentless Investments (SM) Limited. This consideration is deferred and conditional should there be a sale of shares in St Michaels UK Propco Limited or there is an asset sale of the phase 1 St Michaels development. The directors have assessed the likelihood of these conditions not being met and concluded that it is not yet probable and therefore have made a provision in respect of its recoverability.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
447,967
8,821,572
Amounts owed to group undertakings (see note 15)
20,323,388
8,811,997
Taxation and social security
-
0
16,993
Other creditors
70,313,712
1,452,566
91,085,067
19,103,128

Included within other creditors is a loan of £67,527,152 (2023: £44,241,503 shown as due in greater than one year) provided by an external financial institution as agreed on 20 December 2021. The facility provided allows the company to draw down funds as the project progresses up to an amount of £73,923,127. Interest of 4.4% over SONIA bank rate is charged on the drawn amount. Interest of 1.9% is charged on the undrawn amount. The loan balance is stated including charges and fees added to the principal sum. The company has taken out an interest rate cap derivative against this loan. See note 7. The facility is secured by way of a charge registered at Companies House over the investment property. Since the balance sheet date the existing loan has been settled in full as part of a refinance and a new loan was taken out. This has been disclosed further in note 14.

10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
-
0
44,241,503

 

11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary Shares of £1 each
13,810,030
13,810,030
13,810,030
13,810,030

During the prior year 900,000 ordinary shares of £1 each were issued. No shares have been issued during the current year.

 

Included within share capital are 5,300,000 Ordinary shares of £1 each issued to Relentless Investments (SM) Limited, which remain unpaid. This amount has been provided for in the financial statements due to uncertainty regarding its recoverability (see note 8).

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
12
Administrative expenses
2024
2023
£
£
Accountancy
22,000
16,700
Audit fees
37,291
30,000
Bank charges
428
232
Subscriptions
589
875
Sundry expenses
254
-
60,562
47,807
13
Financial commitments, guarantees and contingent liabilities

At the balance sheet date the company had entered into contracts with Jacksons Row Developments Limited whereby amounts of £9.3m will become due should there be a sale of the shares in St Michaels UK Propco Limited or there is an asset sale of the phase 1 St Michaels development. The directors have assessed the likelihood that these conditions have not been met at the balance sheet date and unlikely to meet in the foreseeable future, hence only a contingent liability has been disclosed in the financial statements.

14
Events after the reporting date

On 6 February 2025 the property achieved practical completion and therefore the leases relating to rental income commenced.

 

On 13 February 2025 the company refinanced its external funding facilities. As part of this refinance, existing loans of £68,676,600 were settled in full and replaced with new loans for an amount of £79,452,847. The new facilities allow the company to borrow up to an amount of £100,772,500. Blended interest of 3.27% above SONIA is charged on the new loans.

 

On 13 February 2025 19.3m fully paid ordinary shares were issued as consideration for the capitalisation of the entirety of the outstanding aggregate principal amounts of £19.3m under the interest bearing loans between St Michaels S.A.R.L. and St Michaels UK Propco Limited.

 

On 21 February 2025 two new derivative contracts were entered into. A premium of £1,044,000 was paid on one contract and a premium of £323,000 was paid on the other contract. Both contracts mature in February 2028.

ST MICHAELS UK PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
15
Related party transactions

Included within creditors due within one year is an amount of £20,323,388 (2023: £8,811,997) due to a shareholder of the company, St Michaels S.A.R.L. £1,797,338 of this loan has no fixed repayment date and is due for repayment on such a date as the lender and borrower may agree. £18,526,050 of this loan has a repayment date of 15 February 2032 but has been classified as due within one year based on a termination clause in the loan agreement. Interest of £811,391 (2023: £211,997) was charged during the year on this loan and has been capitalised and included within the value of the investment property. The interest rate is determined by the management body of the lender based on a transfer pricing study, computed on a 360 day year and the actual number of days elapsed.

 

A development and asset management fee of £509,804 (2023: £509,808), payable to Relentless Developments Limited, has been capitalised to the cost of investment property. Relentless Developments Limited is a related party due to a common director in the company and Relentless Developments Limited.

16
Controlling party

At the balance sheet date the immediate parent undertaking is St Michaels UK Propco Limited is St Michaels S.A.R.L. and its registered office is 2, Rue Edward Steichen, L-2540, Luxembourg.

 

On 13 February 2025 following a share reorganisation the immediate parent undertaking became St Michaels PledgeCo Limited and its registered office is Duo, Level 6, 280 Bishopsgate, London, United Kingdom, EC2M 4RB.

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