Registration number:
Bricks Swansea PropCo Limited
for the Year Ended 31 December 2023
Bricks Swansea PropCo Limited
Contents
Company Information |
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Statement of Financial Position |
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Notes to the Financial Statements |
Bricks Swansea PropCo Limited
Company Information
Director |
P G Prickett |
Registered office |
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Auditors |
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Bricks Swansea PropCo Limited
(Registration number: 11489836)
Statement of Financial Position as at 31 December 2023
Note |
2023 |
2022 |
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Fixed assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
( |
( |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
100 |
100 |
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Retained earnings |
(26,888,223) |
(12,294,462) |
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Shareholders' deficit |
(26,888,123) |
(12,294,362) |
Approved and authorised by the
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Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency of the financial statements is Pound Sterling (£) rounded to the nearest Pound.
Disclosure of long or short period
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Going concern
Administration of Holding Company: On 28th January, 2025 the holding company, Redbookinternational Limited, entered into administration due to financial pressure and to streamline the group companies. The appointed administrators are Paul Davies and Sandra Mundy of James Cowper Kreston. The administration process is ongoing, and the administrators are working to realize the assets of the Group and settle its liabilities.
Sale of Subsidiaries: Subsequent to the year-end date, on 29th April, 2025, the administrators completed the sale of the company's subsidiaries, Bricks Leicester Capital Limited, Bricks Salford 2 Capital Limited, Bricks Swansea Capital Limited and LCA Capital Limited, including subsidiaries of these companies to Uniquarters Limited. The sale was part of the strategy to maximize returns to creditors. The financial impact of this transaction will be reflected in the next financial period.
The Management has assessed the implications of the sale on the Company’s ability to continue as a going concern and concluded that the going concern basis of preparation remains appropriate as at the date of approval of these financial statements.
Notwithstanding this assessment, the Director recognises that there are issues which indicates that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.
The company generated losses of £14,593,761 in the year ended 31 December 2023 and has net liabilities of £26,888,123 at 31 December 2023. The company doesn't generate sufficient income to be self-sufficient. As a result company is reliant on the on the financial support of its subsidiaries and ultimate parent company not recalling the loan due to it. The subsidiaries have material uncertainties with respect to going concern due to administration of immediate parent undertaking which has resulted in all the intercompany liabilities to ultimate parent undertaking recoverable on demand. There
is therefore a risk that such debts cannot be repaid on demand. The subsidiaries are cross-guarantor of loans
totaling £202.177m at 31 December 2023, which are either
overdue
or due
for
repayment
within
12
months
of signing
the
financial statements, and therefore the imminent repayment calls into question the ability of the subsidiaries to continue as a going concern should it be required to repay this loan.
Although
the
Director is
strongly of
the view
that subsidiaries
will
be
able
to
re‑finance
these
loans,
such
that
the company will
be
able
to
operate
as
a
going
concern,
he
recognises
that
the
issues
above
may
cast
significant
doubt
on the
ability
of
the
subsidiaries
to
provide
this
company
the
financial
support
referred
to
above.
Accordingly
significant doubt
exists
about
this
company's
ability
to
continue
as
a
going
concern and,
therefore,
that
it
may
be
unable
to realise
its
assets
and
discharge
its
liabilities
in
the
normal
course
of
business.
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Audit report
The name of the Senior Statutory Auditor who signed the audit report on
.........................................
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income 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 in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives.
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Investment property
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
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.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
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 income statement 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.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.
Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
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.
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
2 |
Accounting policies (continued) |
Financial instruments
Classification
Staff numbers |
The average number of persons employed by the company (including the director) during the year, was
Tangible assets |
Investment property |
Fixtures and fittings |
Total |
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Cost or valuation |
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At 1 January 2023 |
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Revaluations |
( |
- |
( |
Additions |
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- |
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At 31 December 2023 |
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Depreciation |
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At 1 January 2023 |
- |
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Charge for the year |
- |
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At 31 December 2023 |
- |
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Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
4 |
Tangible assets (continued) |
Interest capitalised as investment property totals as NIL (2022: £24.701m in assets under the course of construction). The historic cost of the property at the balance sheet date was £90,645,817 (2022: £90,645,817).
Investment property was valued on an open market basis on 05th September 2023 by the director.
The revaluation loss recognised on Investment property in the period was £1,927,307 (2022 - £5,905,817) and is included in administrative expenses in the income statement.
Revaluations are shown through the income statement and deferred tax is calculated on these as appropriate.Any unrealized gains/losses on the revaluation of properties are shown in a non-distributable reserve on the statement of financial position.
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
2023 |
2022 |
|
Furniture, fittings and equipment |
807,478 |
1,342,235 |
807,478 |
1,342,235 |
Investments |
2023 |
2022 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
Cost or valuation |
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At 1 January 2023 |
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Provision |
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At 1 January 2023 |
- |
At 31 December 2023 |
- |
Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
5 |
Investments (continued) |
Debtors |
Current |
Note |
2023 |
2022 |
Trade debtors |
- |
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Amounts owed by related parties |
- |
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Prepayments |
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Other debtors |
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Creditors |
Creditors: amounts falling due within one year
Note |
2023 |
2022 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Amounts owed to group undertakings |
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Accruals and deferred income |
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At 31 December 2023, there was a technical breach in the covenants of the loan and the loan was due to be repaid in October 2024. Extension is granted till August 2025 after year end date.
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
7 |
Creditors (continued) |
Creditors: amounts falling due after more than one year
Note |
2023 |
2022 |
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Due after one year |
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Loans and borrowings |
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Loans and borrowings |
Non-current loans and borrowings
2023 |
2022 |
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Finance lease liabilities |
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Current loans and borrowings
2023 |
2022 |
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Bank borrowings |
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Finance lease liabilities |
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Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
Obligations under leases and hire purchase contracts |
Finance leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
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Not later than one year |
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Later than one year and not later than five years |
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Deferred taxation |
2023 |
2022 |
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Capital gains |
(5,978,949) |
(5,836,449) |
(5,978,949) |
(5,836,449) |
Contingent Liabilities |
The company has cross‑guaranteed group borrowings, meeting the definition of a contingent liability as set out in FRS 102, totalling £202.177m (2022: £130.957m).
Related party transactions |
As permitted by FRS102, the company has taken advantage of the exemptions from disclosing the transactions entered into between wholly owned group companies and those group company transactions that have been done on an arm's length basis.
Relationship between entity and parents |
The parent of the largest group in which these financial statements are consolidated is
The address of Bricks Group Holdings Limited is:
Post balance sheet events |
Bricks Swansea PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
14 |
Post balance sheet events (continued) |
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Off-balance sheet arrangements |
Impairment of Assets
In 2020, assets under the course of construction were impaired by £6,711,348 to reduce their carrying value to the lower of the recoverable amount and cost. In 2021, the recoverable amount of the asset exceeded its impaired cost (plus additions in the year), and therefore the 2020 impairment was reversed. During the year ended 31 December 2022 the asset was completed and transferred to investment properties at cost. As at 31 December 2023, the investment property was revalued to fair value and reduction of £1,927,307.20.
Charges
There exists charges over the company’s assets in favour of Mount Street Mortgage Servicing Limited as follows:
- Fixed and floating charge with negative pledge relating to land to the rear of the former unigate site, Morfa road, Swansea as per supplemental security agreement dated 31st January 2023.
- Fixed charge with negative pledge relating to leasehold land at Morfa road, Swansea as per supplemental security agreement dated 31st March 2022.
- Fixed and floating charge with negative pledge relating to the freehold land known as 46-54 Morfa road, Swansea as per security agreement dated 25th March 2022.
There exists charges over the company’s assets in favour of Rs Lender Iii, S.a R.L. as follows:
- Fixed charge with negative pledge relating to land to the rear of the former unigate site, Morfa road, Swansea as per supplemental mortgage document dated 31st January 2023.
- Fixed and floating charge with negative pledge relating to land and buildings at Morfa road, Swansea as per supplemental debenture dated 25th March 2022.
- Fixed and floating charge with negative pledge relating to the development of property at King William Sreet, Salford and property at Morfar Road, Swansea as per security agreement dated 24th June 2019.