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Amethyst UK Top Holding Limited
Registered number: 12430422
Directors' report and
unaudited financial statements
For the year ended 31 December 2024
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AMETHYST UK TOP HOLDING LIMITED
COMPANY INFORMATION
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AMETHYST UK TOP HOLDING LIMITED
CONTENTS
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Statement of Comprehensive Income
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Statement of Financial Position
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Notes to the Financial Statements
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AMETHYST UK TOP HOLDING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the unaudited financial statements of Amethyst UK Top Holding Limited (the 'Company') for the year ended 31 December 2024.
The Company is dormant and has not traded during the year ended 31 December 2024.
The directors who served during the year and up to the date of this report were:
S A Doroszkowski (resigned 31 October 2024)
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G Shetty (appointed 4 March 2024)
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A E B Nelson (appointed 29 November 2024)
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S H Carre (appointed 29 November 2024)
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Directors' responsibilities statement
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The directors are responsible for preparing the Directors' Report and the unaudited 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 director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the loss of the Company for that period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; 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 to 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.
The directors are of the opinion that the Company will continue as a going concern and the financial statements for the year to 31 December 2024 reflect this going concern basis. Whilst this company is not expected to trade in the coming year, the directors do not intend to wind up the Company in the next twelve months and it will remain dormant for the foreseeable future. The Company will be supported via parental support.
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AMETHYST UK TOP HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
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On 22 April 2025, the Amethyst Group extended an existing loan facility with Ares Management Limited and borrowed 30 million Euros under committed facilities in order to finance the acquisition of the Centre de Radiotherapie et D'Oncologie de Moyenne Garibbe by Amethyst France in a transaction that was completed on 28 February 2025. The charge includes fixed charges, floating charges, negative pledge clauses and is held over the assets of the Company.
Furthermore, in an agreement that was signed on 25 April 2025, the shareholders of the Company's parent, Amethyst Top BV, agreed to sell 100% of the equity in the Group to funds controlled by Fremmen Capital. At the date of this report, the transaction remains subject to customary closing conditions which are expected to be satisfied in the coming months.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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AMETHYST UK TOP HOLDING LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF AMETHYST UK TOP HOLDING LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024
In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes from the Company's accounting records and from information and explanations you have given to us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.
Respective responsibilities of directors and accountants
You have acknowledged on the balance sheet for the year ended 31 December 2024 your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and profit or loss. You consider that the Company is exempt from the statutory requirement for an audit for the year.
This report is made solely to the Board of Directors of Amethyst UK Top Holding Limited, as a body, in accordance with the terms of our engagement letter . Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of Directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of Directors, as a body, for our work or for this report.
We have not been instructed to carry out an audit or review of the financial statements of Amethyst UK Top Holding Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
Forvis Mazars LLP
Chartered Accountants
2nd Floor
6 Sutton Plaza
Sutton Court Road
Sutton
Surrey
SM1 4FS
21 July 2025
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AMETHYST UK TOP HOLDING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has not traded during the year or the preceding financial year. During these periods, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
The notes on pages 6 to 11 form part of these financial statements.
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AMETHYST UK TOP HOLDING LIMITED
REGISTERED NUMBER: 12430422
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Investments in subsidiaries
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Debtors: Amounts falling due within one year
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Creditors: Amounts falling due within one year
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For the year ended 31 December 2024 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006.
Members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 6 to 11 form part of these financial statements.
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Amethyst UK Top Holding Limited (the 'Company') is a private company limited by shares incorporated in England and Wales. The registered number of the Company is 12430422. Its registered office is 42-43 Queen Square, London, England, WC1N 3AJ.
The Company is dormant and has not traded during the year ended 31 December 2024.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements have been presented in Pounds Sterling as this is currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The directors are of the opinion that the Company will continue as a going concern and the financial statements for the year to 31 December 2024 reflect this going concern basis. Whilst this company is not expected to trade in the coming year, the directors do not intend to wind up the Company in the next twelve months and it will remain dormant for the foreseeable future. The Company will be supported via parental support.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Debtors: Amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Creditors: Amounts falling due within one year
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Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Financial instruments are recognised in the Company's Statement of Financial Position 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 other receivables, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the assets original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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The Company has no employees other than the directors (2023: 2 directors), who did not receive any remuneration (2023: £nil).
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Amethyst Radiotherapy UK Holding Limited
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42-43 Queen Square, London, England, WC1N 3AJ
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42-43 Queen Square, London, England, WC1N 3AJ
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*Medical Equipment Solutions Limited
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42-43 Queen Square, London, England, WC1N 3AJ
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*The Thornbury Radiosurgery Centre Limited
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42-43 Queen Square, London, England, WC1N 3AJ
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42-43 Queen Square, London, England, WC1N 3AJ
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* These entities are indirectly held through the investment in Amethyst Radiotherapy UK Holding Limited.
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Allotted, called up and fully paid
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1 (2023: 1) Ordinary share of £1
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The Company has one class of ordinary shares; each share carries one voting right per share but no right to fixed income.
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On 29 April 2024 a charge was registered by Ares Management Limited over the Company. The charge included fixed charges, floating charges, negative pledge clauses and was held over the assets of the Company.
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Related party transactions
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The Company has taken advantage of the exemption from disclosing related party transactions undertaken between wholly owned members of the Group that have been concluded under normal market conditions.
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AMETHYST UK TOP HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 22 April 2025, the Amethyst Group extended an existing loan facility with Ares Management Limited and borrowed 30 million Euros under committed facilities in order to finance the acquisition of the Centre de Radiotherapie et D'Oncologie de Moyenne Garibbe by Amethyst France in a transaction that was completed on 28 February 2025. The charge includes fixed charges, floating charges, negative pledge clauses and is held over the assets of the Company.
Furthermore, in an agreement that was signed on 25 April 2025, the shareholders of the Company's parent, Amethyst Top BV, agreed to sell 100% of the equity in the Group to funds controlled by Fremmen Capital. At the date of this report, the transaction remains subject to customary closing conditions which are expected to be satisfied in the coming months.
Amethyst Top B.V. (a company registered in the Netherlands) is the immediate and ultimate parent company. The registered address of the immediate and ultimate parent undertaking is Spicalaan 39, 2132 JG Hoofddorp, the Netherlands.
The smallest and largest group into which the entity is consolidated is Amethyst Top B.V., a company registered in the Netherlands. Copies of the accounts for Amethyst Top B.V. are available to the public and may be obtained from Spicalaan 39, 2132 JG Hoofddorp, the Netherlands.
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