Company registration number 11682889 (England and Wales)
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
COMPANY INFORMATION
Directors
Mr J S Goldstein
Ms J Negron
(Appointed 20 June 2024)
Mr J N D Stelzer
(Appointed 27 January 2025)
Company number
11682889
Registered office
72 Welbeck Street
London
W1G 0AY
United Kingdom
Auditor
Ernst & Young LLP
144 Morrison Street
Edinburgh
EH3 8EX
United Kingdom
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 27
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present their strategic report for Cain PE (UK) Limited (the "Company") for the year ended 31 December 2024.

 

Principal activities

 

The Company’s principal activity is that of an investment holding entity which will invest in commercial business opportunities with the purpose of developing an investment portfolio. The Company’s investments are: Turin, Milan, Ryder, Ryder 2, Fusion, and Fitzrovia.

 

The Company’s investments trade primarily in the United Kingdom, but also have a presence in the United States of America, where Ryder and Ryder 2's subsidiaries operate venues.

 

Turin

Turin is the holding company for a chain of established Italian restaurants across the United Kingdom. As of 31 December 2024, the Company owns 90% of the share capital of Turin.

 

The Company made debt investments in Turin amounting to £nil (2023: £4,234,405). As of 31 December 2024, the Company holds an equity investment and a debt investment in Turin which were valued at £3,466,425 (2023: £22,168,199) and £30,378,723 (2023: £26,369,650) respectively.

 

In 2023, Rome, a subsidiary of Turin, entered a restructuring plan. As a result of the restructuring plan, the maturity of Turin's notes were extended from 16 December 2025 to 10 February 2027, and all of Rome's deferred consideration payables were forgiven. The forgiveness of Rome’s deferred consideration payables resulted in the Company’s assets and liabilities each being reduced by £422,774 in 2023.

 

Milan

Milan is the nominee of the Management Incentive Plan class of shares in Rome. Outside of statutory audit and taxation costs, Milan has no other business activity.

 

Ryder and Ryder 2

Ryder is the holding company for a chain of experiential leisure venues located in the United Kingdom and the United States of America. Ryder 2 is the subsidiary of Ryder and is the company under which the experiential leisure venues operate. The Company has invested in Ryder and Ryder 2.

 

In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital in Ryder 2 and share capital in Ryder, and the Company's equity investment in the preferred shares of Ryder was exchanged for ordinary shares in Ryder. As of 31 December 2024, the Company owns 89.5% (2023: 89.5%) of the share capital in Ryder and 19.1% (2023: 12%) of the share capital in Ryder 2.

 

In addition to the aforementioned capital raise, the Company made $9,500,000 (£7,573,719) of equity investments in Ryder 2 during 2023. In 2024, the Company made $18,778,814 (£14,742,461) of equity investments in Ryder 2. As of 31 December 2024, the Company’s equity investment in Ryder and Ryder 2 were valued at £24,196,654 (2023: £40,181,863) and£21,893,480 (2023: £18,062,569), respectively.

 

Fusion

Fusion is the holding company for a high-end Israeli-Asian fusion restaurant which was located in London. As of 31 December 2024, the Company owns 50% of the share capital of Fusion.

 

In 2023, the Company made £455,000 of debt investments in Fusion 2, a subsidiary of Fusion. In 2023, Fusion and Fusion 2 ceased operations. In 2024, the debt investments between the Company and Fusion 2 were forgiven. As of 31 December 2024, the Company’s equity investment in Fusion is valued at nil (2023: nil). In 2025, Fusion 2 entered into liquidation.

 

Fitzrovia

In 2024, Cain PE LLC contributed 0.01% of its ownership interest in Fitzrovia to the Company. The Company's ownership in Fitzrovia is secured by the lender to Fitzrovia's parent company. As of 31 December 2024, the Company's investment in Fitzrovia is valued at £nil.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Results and performance of the Company

 

The results of the Company for the year are set out on page 10 and show a loss on activities before taxation of £41,788,984 (2023: £8,319,981). The increase in loss is primarily due to a decrease in valuations of the Company’s investments as compared to the prior year.

 

The decline in the valuation of the Company’s investment in Turin is attributable to a reduction in the forecasted annual EBITDA. However, an improved performance is anticipated for 2025, following a change in corporate leadership and with various cost-savings and growth strategies implemented. The decline in the valuations of the Company’s investments in Ryder and Ryder 2 reflects a reduction in the number of anticipated future Ryder 2's site openings. The current year investment in Ryder 2 is in line with the business plan of the Company.

 

The balance sheet is shown on page 11 of the financial statements. The main movements relate to fundings of the Company’s equity and debt investments, coupled with fair value adjustments and restructuring of its equity investments.

 

Principal risks and uncertainties

The Company’s investments, and by analogy the Company itself, exist in a constantly changing economic and competitive environment. The Company has put in place appropriate processes to actively monitor, manage, and mitigate intrinsic and external risks to its investments. These risks are inclusive but not limited to the following risks outlined below: Financial, Liquidity, and Competition risks. The below list is not intended to be an exhaustive list of the risks faced by the Company.

 

Financial risks

The Company’s principal financial assets are equity investments and debt investments made in its investments. Financial risks to the Company include credit risk, fair value loss of investments risk, and foreign exchange risk.

 

Credit risk is the risk that one party of a financial instrument will cause a financial loss for the other party by failing to discharge its obligations.

 

The Company holds debt instruments in its investments. There is a risk that should the investments perform poorly then they will be unable to repay the debt instruments. The Company continuously monitors the performance of its investments to mitigate the risk of a default on a debt investment.

 

Fair value loss of investments risk is the risk that poor performance of the investments held by the Company might have a material impact on the investments’ valuation in the financial statements.

 

Foreign exchange risk refers to the potential for loss from exposure to foreign exchange rate fluctuations. The Company currently holds equity investments which are denominated in U.S. Dollars. The U.S. Dollar to British Pound exchange rate weakened from 1.2748 on 31 December 2023 to 1.252 as of 31 December 2024. If the U.S. Dollar to British Pound exchange rate strengthens, it will cause a devaluation of the debt investment. As of 25 July 2025, the U.S. Dollar to British Pound exchange rate is 1.3436. It is uncertain whether the foreign exchange rate will strengthen or weaken going forward.

 

Liquidity Risk

The Company does not currently generate positive cash flows from its investments and is reliant on its shareholders for the funding of operating expenses and contractual commitments to its investee entities.

 

Competition Risk

Competition in the hospitality marketplace remains an ongoing risk and has the potential to impact future investment valuations as other entities enter the hospitality marketplace. The Company’s investments manage this risk by continually assessing and reviewing the performance of their operations and developing and implementing best practices.

 

Key performance indicators

As the Company is a holding company, the directors do not make use of any key performance indicators other than the fair value of the investments.

 

Section 172(1) statement

Where a Company meets the relevant thresholds under the Companies (Miscellaneous Reporting) Regulations 2018, it is required to explain in its Directors' report and on its website how its Directors have considered and applied their statutory duty to promote the success of the Company under Section 172 of the Companies Act 2006 (“Section 172”).

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Key stakeholders and engagement

The key stakeholders of the Company are its shareholders and its investees. Essential to this interest is effective management and communication. The Board of Directors (the “Board”) understands the need to regularly review the identity of the Company’s stakeholders as they make decisions in accordance with Section 172 duties.

 

Principal decisions

Currently, the Board is responsible for making the Company’s material decisions. The Directors have taken the view that material decisions are those which involve the management and funding of the debt and equity investments of the Company. Some of the material decisions which occurred in 2024 involved making further equity and debt investments in its investees. Please see the Principal activities for more information regarding these decisions.

Engagement with the key stakeholders statement

The Company is required to disclose a statement on behalf of how the Directors have engaged with the key stakeholders and how they have taken account of the stakeholders' interests. The interests of the Company’s stakeholders include robust financial statements, sound investment and capital allocation, profitable growth, and effective communication of strategy. The Directors on the Board are also representatives of the Company's majority shareholder. This allows the Board to ensure that the Company’s interests align with its shareholders' interest.

On behalf of the board

Ms J Negron
Director
30 July 2025
2025-08-01
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The Directors present their report and financial statements of Cain PE (UK) Limited (the "Company") for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is that of an investment holding entity which will invest in commercial business opportunities with the purpose of developing an investment portfolio.

 

Principal risks and uncertainties

The Company's principal risks and uncertainties are disclosed in the strategic report.

 

Engagement with Others

The Company's 'engagement with others' policies can be found in the Key Stakeholders and Engagement section of the strategic report and the Engagement with the Key Stakeholders Statement section of the strategic report.

Directors

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

Mr J S Goldstein
Mr P G Groundwater
(Resigned 28 June 2024)
Mr A J Taylor
(Resigned 31 January 2025)
Ms J Negron
(Appointed 20 June 2024)
Mr J N D Stelzer
(Appointed 27 January 2025)

Qualifying third party indemnity provisions

The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.

Auditor

The auditor, Ernst & Young LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Energy and carbon report

 

As the Company consumed less than 40,000 kWh during the year it is exempt from disclosing SECR information.

 

Going Concern

 

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2026. At 31 December 2024, the Company has net current liabilities of £38,762,640 (2023- £23,097,441) and net assets of £40,099,333 (2023 - £82,777,765). The Company's current liabilities as at the balance sheet date predominantly relate to a shareholder loan from its majority shareholder, Cain PE LLC. The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to 30 September 2026 (the ‘going concern period’).

 

The Company has received confirmation from Cain PE LLC, that it will not demand repayment of the shareholder loan due until 30 September 2026 or until the Company is in a position to repay any amounts called upon.

 

The Company is dependent on Cain PE LLC for all of its working capital needs and other contractual commitments to certain investee entities of the Company. The directors of the Company have prepared a robust forecast of the anticipated operational outgoings over its going concern period which considers severe but plausible downside risks. The directors are also aware that the Company has a contractual commitment to provide investment funding to certain investee entities of the Company during the going concern period. In preparing the cash flow forecast for the Company over the going concern period, the directors have considered both committed and uncommitted investment contributions to the investees of the Company that will fall due within the going concern period.

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The Directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, and investment commitments if the Company is not in a position to fund such costs and commitments. The directors have made sufficient enquires to be confident that the shareholders have the ability to provide support throughout the going concern period. Given the Company’s strategic importance as an investment holding entity and the contractual nature of commitment the directors are confident that the Company’s direct and indirect shareholders have a willingness to continue to provide funding to protect their economic interests. This is evidenced by the provision of a letter of support to the Directors of the Company, ad infinitum, from the shareholders of Cain International LP, the parent entity of Cain PE LLC, - Eldridge CH GP LLC, Eldridge CH LP LLC and Holne Investments Limited. This is consistent with their historical track record; shareholders of the Cain International LP group of which the Company is an indirect subsidiary, always provided financial support to the Company if and when needed since the group’s formation in 2016. This is also demonstrated by events subsequent to the year end, whereby the Company’s majority shareholder has provided £5,901,761 for meeting the Company’s contractual investment commitments and £201,815 for its working capital requirements.

 

The directors believe that the quantum of the support provided to the Company is sufficient to cover all contractual committed and uncommitted investment contributions and working capital requirements including in the event of severe but plausible circumstances.

Future developments

Looking forward, while future business patterns cannot be predicted, the Company remains well suited to make further investments should strategic opportunities present themselves.

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.

 

Subsequent events

Investments made subsequent to year end

 

Subsequent to the year end, the Company has made an equity investment in Ryder 2 to the amount of $7,519,300 (£5,901,761).

 

Other significant transactions

 

The Company has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through to the date the financial statements were approved. Based on this evaluation, no additional disclosures or adjustments were required to the financial statements for the year ended 31 December 2024.

 

 

 

On behalf of the board
Ms J Negron
Director
30 July 2025
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

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). 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.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CAIN PE (UK) LIMITED
- 7 -
Opinion

We have audited the financial statements of Cain PE (UK) Limited for the year ended 31 December 2024 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, Statement of cash flows and the related notes1 to 19, 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 FRS 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:

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 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 to 30 September 2026.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

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 this 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 the other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CAIN PE (UK) LIMITED
- 8 -
Matters on which we are required to report by exception

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 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:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 6, 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.

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CAIN PE (UK) LIMITED
- 9 -

Explanation as to what extent 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 irregularities, including fraud. 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 or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

 

 

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditors responsibilities. 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.

Caroline Mercer (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP
Statutory Auditor
Edinburgh
30 July 2025
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
Administrative expenses
(304,740)
(588,142)
Impairment loss
-
0
(460,295)
Unrealised loss on investments held at fair value
(46,385,328)
(9,755,575)
Operating loss
(46,690,068)
(10,804,012)
Other interest receivable and similar income
6
4,136,452
3,943,011
Interest payable and similar expenses
7
(22,163)
(19,677)
Gain/(loss) on foreign currency translation
8
786,795
(1,439,303)
Loss before taxation
(41,788,984)
(8,319,981)
Tax on loss
9
(889,448)
(727,090)
Loss for the financial year
(42,678,432)
(9,047,071)
Total comprehensive loss for the financial year
(42,678,432)
(9,047,071)

The notes on pages 14 - 27 form part of these financial statements.

 

All amounts relate to continuing operations.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments held at fair value
11
49,556,559
80,412,631
49,556,559
80,412,631
Non-current assets
Debtors falling due after one year
12
29,305,414
25,462,575
29,305,414
25,462,575
Current assets
Debtors falling due within one year
12
2,048,233
1,675,226
Cash at bank and in hand
4,982
2,632
2,053,215
1,677,858
Creditors: amounts falling due within one year
13
(40,815,855)
(24,775,299)
Net current liabilities
(38,762,640)
(23,097,441)
Net assets
40,099,333
82,777,765
Capital and reserves
Called up share capital
14
61,664,554
61,664,554
Profit and loss reserves
(21,565,221)
21,113,211
Total equity
40,099,333
82,777,765
The financial statements on pages 10 to 27 were approved by the Board of Directors and authorised for issue on 30 July 2025 and are signed on its behalf by:
Ms J Negron
Director
Company Registration No. 11682889
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
296,100
30,160,282
30,456,382
Year ended 31 December 2023:
Total comprehensive income for the year
-
(9,047,071)
(9,047,071)
Issue of share capital
14
61,368,454
-
61,368,454
Balance at 31 December 2023
61,664,554
21,113,211
82,777,765
Year ended 31 December 2024:
Total comprehensive income for the year
-
(42,678,432)
(42,678,432)
Balance at 31 December 2024
61,664,554
(21,565,221)
40,099,333
The notes on pages 14 - 27 form part of these financial statements.
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Loss for the financial year
(42,678,432)
(9,047,071)
Adjustments for:
Unrealised loss on investments held at fair value
11
46,385,328
9,755,575
Unrealised loss / (gain) on foreign currency translation
8
(786,795)
1,439,303
Impairment loss
10
-
0
460,295
Changes in operating assets and liabilities:
Increase in interest receivable
6
(4,009,073)
(3,943,011)
Increase in amounts due from group undertakings
12
(55,476)
(7,855)
Increase/(Decrease) in accruals
(62,475)
133,204
Increase in prepaid taxes
9
(151,297)
(1,165,999)
41,320,212
6,671,512
Net cash outflow from operating activities
(1,358,220)
(2,375,559)
Investing activities
Loans made to joint venture
12
-
(455,000)
Loans made to subsidiary
12
-
(4,234,405)
Subscription fee
(127,378)
-
0
Net cash used in investing activities
(127,378)
(4,689,405)
Financing activities
Loan from shareholder
17
1,487,948
7,067,464
Net cash generated from financing activities
1,487,948
7,067,464
Net increase in cash and cash equivalents
2,350
2,500
Cash and cash equivalents at beginning of year
2,632
132
Cash and cash equivalents at end of year
4,982
2,632
The notes on pages 14 - 27 form part of these financial statements.
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Cain PE (UK) Limited is a private company limited by shares incorporated in England and Wales. The Company changed its name from Jampurchaseco Limited on 14 October 2024. The registered office was changed to 72 Welbeck Street, London, England, W1G 0AY on 1 May 2024 (previously 116 Upper Street, London, N1 1QP).

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. The Company is also exempt from the requirement to prepare consolidated group financial statements in line with sections 402 and 405 of the Companies Act 2006.

The financial statements are prepared in sterling, which is the presentation and functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £, unless otherwise stated.

The financial statements have been prepared under the historical cost convention, as modified by the measurement of the investments held at fair value through profit and loss. The principal accounting policies adopted are set out below.

 

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 trueSeptember 2026. At 31 December 2024, the Company has net current liabilities of £38,762,640 (2023- £23,097,441) and net assets of £40,099,333 (2023 - £82,777,765). The Company's current liabilities as at the balance sheet date predominantly relate to a shareholder loan from its majority shareholder, Cain PE LLC. The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to 30 September 2026 (the ‘going concern period’).

 

The Company has received confirmation from Cain PE LLC, that it will not demand repayment of the shareholder loan due until 30 September 2026 or until the Company is in a position to repay any amounts called upon.

 

The Company is dependent on Cain PE LLC for all of its working capital needs and other contractual commitments to certain investee entities of the Company. The directors of the Company have prepared a robust forecast of the anticipated operational outgoings over its going concern period which considers severe but plausible downside risks. The directors are also aware that the Company has a contractual commitment to provide investment funding to certain investee entities of the Company during the going concern period. In preparing the cash flow forecast for the Company over the going concern period, the directors have considered both committed and uncommitted investment contributions to the investees of the Company that will fall due within the going concern period.

 

The Directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, and investment commitments if the Company is not in a position to fund such costs and commitments. The directors have made sufficient enquires to be confident that the shareholders have the ability to provide support throughout the going concern period. Given the Company’s strategic importance as an investment holding entity and the contractual nature of commitment the directors are confident that the Company’s direct and indirect shareholders have a willingness to continue to provide funding to protect their economic interests. This is evidenced by the provision of a letter of support to the Directors of the Company, ad infinitum, from the shareholders of Cain International LP, the parent entity of Cain PE LLC, - Eldridge CH GP LLC, Eldridge CH LP LLC and Holne Investments Limited. This is consistent with their historical track record; shareholders of the Cain International LP group of which the Company is an indirect subsidiary, always provided financial support to the Company if and when needed since the group’s formation in 2016. This is also demonstrated by events subsequent to the year end, whereby the Company’s majority shareholder has provided £5,901,761 for meeting the Company’s contractual investment commitments and £201,815 for its working capital requirements.

 

The directors believe that the quantum of the support provided to the Company is sufficient to cover all contractual committed and uncommitted investment contributions and working capital requirements including in the event of severe but plausible circumstances.

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Fixed asset investments

 

Investments held at fair value

The Company has been incorporated with the intention for it to be an investment holding entity to hold investments in commercial business opportunities when they arise. The Company will continue to consider other opportunities in the future with a view to developing an investment portfolio. Each of the Company's investments are to be held exclusively with a view to subsequent resale owing to the following:

 

- The Company's business strategy is to target diversified investments within the leisure & beverage industries in order to build value and subsequently sell these investments after a period of time for future gains.

- The investments held by the Company are regularly measured and evaluated on a fair value basis by the shareholders, management and other stakeholders of the Company in order to determine how returns can be maximised as per the exit strategy selected for these investments.

- The internal valuations or other deliverables commissioned by the Company which report the fair value of the investments held and how these are communicated to the shareholders, management and other stakeholders of the Company.

- Each of the Company's investments operate independently with no common personnel, systems or locations and there are no direct financial or operational synergies gained from common Company ownership.

 

As a result, the Company's investments in subsidiaries, joint ventures and associates that are held as part of the Company's investment portfolio are classified as investments held at fair value through the profit and loss. This is because their value to the Company is through fair value as part of a directly or indirectly held basket of investments rather than as media through which the Company carries out its business activities.

 

Consequently, these investments in subsidiaries, joint ventures and associates held are initially measured at transaction price and subsequently at fair value through the profit and loss at the end of each reporting period. Any unrealised gains or losses on these investments are recognised immediately in the Statement of Comprehensive Income.

 

Fair value is the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm's length transaction. See note 11 with regards to how the fair value of the investments held by the Company are concluded.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash, deposits held at call with bank.

1.5
Financial instruments

In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:

- they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and

- where the instrument will or may be settled in the Company's own equity instruments, it is either a nonderivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

 

To the extent that this definition is not met, the proceeds of the issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for the called up share capital and share premium account exclude amounts in relation to those shares. Where a financial instrument that contains both equity and financial liability components exists, these components are separated and accounted for individually under the above policy. Transaction costs are allocated between the debt component and the equity component on the basis of their relative fair values.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Fair value measurement of financial instruments

Basic financial assets

Basic financial assets, which include debtors and cash at 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 and are subsequently measured at amortised cost using the effective interest method.

 

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at transaction price including transaction costs and are subsequently carried at fair value. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss.

 

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

Basic financial liabilities, including creditors and amounts owed to group undertakings, 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 and are subsequently measured at amortised cost using the effective interest method.

 

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

1.6
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.

1.7
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Unrelieved tax losses and other deferred tax assets are recognised only to the extent it is more likely than not that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

1.8
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

Judgements
Investments held at fair value

In line with note 1.3, the Directors have performed a detailed assessment in order to conclude if the investments held by the Company are as part of an investment portfolio, in particular assessing the business purpose of the Company as an investment holding entity, the nature of the investments held, its investment strategies and the information needs of the users of the financial statements of the Company. As part of this assessment, the Directors concluded that the shareholder, management and other stakeholders of the Company measure and evaluate the performance of the Company's investments on a fair value basis in order to make investment decisions.

 

The Directors note that the Company's investment portfolio includes a basket of investments held either directly or indirectly within the leisure and food & beverage industries. The Directors have determined that the investments are held as part of an investment portfolio with a subsequent view to resale, in keeping with the definition per FRS 102, and hence their value to the shareholders of the Company is through fair value. Accordingly, presenting the investments at fair value results in more relevant information than consolidation or using the equity method.

Investments in subsidiaries, associates & joint ventures

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.

 

A joint venture is an entity that is jointly controlled by the Company under a contractual arrangement. Joint control is the contractual sharing of control over the entity's financial and operating policies.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -

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 but has no control or joint control over the entity.

 

Despite holding 89.5% of the shareholding and 60% of the voting control in Ryder at 31 December 2024, the Company has determined that Ryder is an associate of the Company owing to the following reasons:

 

- The Company does not have the power to govern the financial and operating decision making of Ryder with these powers shared with the other shareholders and wider management of this business.

- The Company also does not have joint control over Ryder owing to the fact that there is no other single shareholder with whom control over the economic activity of Ryder is contractually shared.

 

Despite an effective shareholding of 70.7% (through a direct holding of 19.1% and and indirect holding of 51.6%) and an effective holding of 43% of the voting control in Ryder 2 at 31 December 2024, the Company has determined that Ryder 2 is an associate of the Company owing to the following reasons:

 

- The Company does not have the power to govern the financial and operating decision making of Ryder 2 with these powers shared with the other shareholders and wider management of this business.

- The Company also does not have joint control over Ryder 2 owing to the fact that there is no other single shareholder with whom control over the economic activity of Ryder 2 is contractually shared.

 

Milan is a company that was incorporated on 20 November 2020. The Company holds a 97.5% shareholding in Milan and it is therefore determined that Milan is a subsidiary of the Company.

 

Turin is a company that was incorporated on 21 January 2021. The Company holds a 90% shareholding in Turin and it is therefore determined that Turin is a subsidiary of the Company.

 

Fusion is a company that was incorporated on 6 December 2020. The Company holds a 50% shareholding in Fusion and it is therefore determined that Fusion is a joint venture. Fusion was incorporated to set up and operate a high-end Israeli-Asian fusion restaurant from a site at Islington Square, London.

 

At 31 December 2024, the investment in Fusion has been valued at £nil due to the closure of the restaurant.

 

Estimates

 

Estimates associated with fair value of the investments

The Company carries its investments at fair value, with the changes in fair value being recognised in the Statement of Comprehensive Income. The key assumptions, methodology and details used to determine the fair value of the investments are further explained in note 11. The determined fair values are most sensitive to the assumptions around discount rates, exit multiples, and forecasted EBITDA.

 

Estimates associated with recoverability of the loans receivable

The Company has advanced loans to its investee entities. The Company carries its loans at amortised cost using the effective interest method. At each reporting period, the Company evaluates the recoverability of its loans receivable by assessing the Company's share of fair value in the investee entity. If the Company's share of fair value is more than the loan receivable then the Company determines that impairment on loan receivable is not required. The determined fair values are most sensitive to the assumptions around EBITDA forecast, discount rate and exit multiple. In 2024, the loan from the company to Fusion 2 was forgiven. As at 31 December 2024, there is £nil impairment related to the Company's loan to Fusion 2 (2023: £625,759).

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
3
Auditor's remuneration
2024
2023
Fees payable to the Company's auditor
£
£
For audit services
Audit of the financial statements of the Company
219,391
150,000

The current year audit fee is £89,600 + VAT. The remaining balance relates to the under accrual of prior year audit fees.

4
Employees

The number of persons employed by the Company during the year ended 31 December 2024 was nil (2023: nil).

5
Directors' remuneration

Directors' remuneration in the year ended 31 December 2024 was £nil (2023: £nil). The Directors are also Directors of other related party undertakings and their remuneration for the year was paid for by other undertakings. The Directors did not receive any remuneration in relation to the Company as the qualifying services provided to the Company was incidental to the qualifying services provided to the other related party undertakings.

6
Interest receivable and similar income
2024
2023
£
£

Investment income includes the following:

Interest receivable from group undertakings
4,009,074
3,943,011
Subscription fee
127,378
-
Total
4,136,452
3,943,011

In 2024, the Company earned a $169,184 (£127,378) subscription fee from Ryder 2 equal to 1.5% of the Company’s total commitment to Ryder 2 Limited to subscribe for preference shares.

Interest receivable from group undertakings relates to secured redeemable loan notes provided to:
Group Undertaking
Interest Rate
2024
2023
Turin
8% - 23%
4,009,074
3,052,557
Ryder 2
15%
-
885,159
Fusion
8% - 12%
-
5,295
Total
4,009,074
3,943,011
7
Interest payable and similar expenses
2024
2023
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
22,163
19,677
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Interest payable and similar expenses
(Continued)
- 20 -
Interest payable to group undertakings pertains to interest incurred on an unsecured loan advanced by Turin to the Company equal to £130,000, bearing interest at 12% per annum. The loan is repayable on demand after any Rome deferred consideration has become due and payable (see note 13).
8
Gain/(loss) on foreign currency translation
2024
2023
£
£
Note receivable to Ryder 2
-
(1,579,359)
Equity investment in A Shares of Ryder
200,952
507,915
Equity investment in A1 Shares of Ryder 2
481,628
(367,859)
Equity investment in Preference Shares of Ryder 2
104,215
-
786,795
(1,439,303)
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,149,471
430,047
Adjustments in respect of prior periods
(260,023)
297,043
Total current tax
889,448
727,090

Factors affecting the total tax charge

 

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(41,788,984)
(8,319,981)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2023: 22.64%)
(10,447,246)
(1,883,644)
Non taxable income/expenses not deductible for tax purposes
11,596,717
2,313,691
Tax provided for the prior years
(260,023)
297,043
Taxation charge for the year
889,448
727,090
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 21 -

Factors affecting the total tax charge

From 1 April 2023, the corporation tax rate, on profits over £250,000, increased from 19% to 25%.

 

Deferred tax

The Company has a carry forward loss of £nil (2023: £1,810,431) relating from its impairment of the loan to Fusion 2 at the year-end that is available indefinitely to offset future capital gains. No deferred tax has been recognised in the year in respect of these losses due to there being no suitable capital gains against which these could be utilised for the foreseeable future.

10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

 

2024
2023
Notes
£
£
In respect of:
Note receivable to Fusion 2
12
-
460,295
Recognised in:
Impairment loss
-
460,295

The impairment losses in respect of financial assets are recognised in impairment losses in the Statement of Comprehensive Income.

11
Investments held at fair value
2024
2023
£
£
Ryder
24,196,654
40,181,863
Ryder 2
21,893,480
18,062,569
Turin
3,466,425
22,168,199
49,556,559
80,412,631

Ryder and Ryder 2, collectively own and operate a chain of experiential leisure venues located in the United Kingdom and the United States of America. The Company has invested in Ryder and its subsidiary, Ryder 2. In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital in Ryder 2 and share capital in Ryder, and the Company's equity investment in the preferred shares of Ryder was exchanged for ordinary shares in Ryder. As of 31 December 2024, the Company owns 89.5% of the share capital in Ryder and 19.1% of the share capital in Ryder 2.

 

Turin is the holding company for a chain of established Italian restaurants across the United Kingdom. As of 31 December 2024, the Company owns 90% of the share capital of Turin.

 

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Investments held at fair value
(Continued)
- 22 -
Movements in investments held at fair value
2024
2023
£
£
Ryder
At beginning of year
40,181,863
52,634,724
Investment in Ryder
-
18,388,780
Foriegn currency adjustment
200,952
507,915
Fair value adjustment
(16,186,161)
(31,349,556)
At 31 December
24,196,654
40,181,863
Ryder 2
At beginning of year
18,062,569
-
Investment in Ryder 2
14,742,461
14,099,447
Foriegn currency adjustment
585,843
(367,859)
Fair value adjustment
(11,497,393)
4,330,981
At 31 December
21,893,480
18,062,569
Turin
At beginning of year
22,168,199
4,905,199
Fair value adjustment
(18,701,774)
17,263,000
At 31 December
3,466,425
22,168,199
Total
At 31 December
49,556,559
80,412,631
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Investments held at fair value
(Continued)
- 23 -

The movement in the investment in Ryder 2 of £14,742,461 above pertains to the issuance of 177,859 A1 ordinary shares for an aggregate subscription price of $15,019,304 (£11,843,872) and 375,965 preference shares for an aggregate subscription price of $3,759,510 (£2,898,589) during 2024. The preference shares accrue a preferential dividend at a rate of 18% per year. The dividend compounds quarterly to the extent unpaid. If the preference shares are not redeemed by the Redemption Date (as defined in Ryder 2's Articles of Association), the preferential dividend rate will increase to 23% per year. In connection with the issuance of the preference shares, the company earned a subscription fee of £127,348.

 

The Directors have elected to record the Company's investments at fair value as per FRS102, sections 9.9C, 14.4B and 15.9B with changes in fair value recognised in the Statement of Comprehensive Income. The Company has been incorporated with the intention for it to be an investment holding entity to hold investments in commercial business opportunities when they arise. The Company will continue to consider other opportunities with the view to developing an investment portfolio. Each investment is to be held exclusively with a view to subsequent resale.

 

At 31 December 2024, the valuation of the investments in Ryder and Ryder 2 are determined by using a combination of both the income approach and market approach. The income approach is used in estimating the fair value of the business, utilizing the discounted cash flow valuation technique, with the assumed exit price based on a multiple of 2028 EBITDA. The multiple is determined through a market approach by considering other comparable publicly traded companies. The historical cost of the Company's investment in Ryder and Ryder 2 is £48,190,134 (2023: £48,190,134) and £28,841,908 (2023: £14,099,447), respectively.

 

At 31 December 2024, the valuation of the investment in Turin is determined by applying a multiple to a projected 2025 net EBITDA value. The multiple is determined through a market approach by considering other comparable publicly traded hospitality businesses. The historical cost of the Company's investment in Turin is £9,000 (2023: £9,000).

 

In 2024, Cain PE LLC contributed 0.01% of its ownership interest in Fitzrovia to the Company. The Company's ownership in Fitzrovia is secured by the lender to Fitzrovia's parent company. As of 31 December 2024, the Company's investment in Fitzrovia is valued at £nil.

12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
609,441
458,144
Amounts owed by group undertakings
1,142,792
921,082
Amounts owed by director
296,000
296,000
2,048,233
1,675,226
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
29,305,414
25,462,575
Total debtors
31,353,647
27,137,801
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Debtors
(Continued)
- 24 -

In 2024 and 2023, Turin, a subsidiary of the Company, issued secured redeemable notes that are due to mature in 2027 in the amounts of £nil and £4,234,405, respectively. The loan notes carry interest rates between 8% and 23% per annum which are payable quarterly. Interest amounts not paid on a quarterly basis are capitalized as additional loan principal.The interest payable, which has not been capitalized into loan principal, is disclosed as amounts falling due within one year above. In 2024 and 2023, interest capitalized into loan principal on the Turin notes was £3,842,839 and £2,648,731, respectively. As of 31 December 2024 and 2023, the outstanding loan principal on the Turin loans were £29,305,414 and £25,462,575, respectively. Interest owed on notes issued by Turin were £1,073,309 and £907,075, as of 31 December 2024 and 2023, respectively, and was classified as amounts falling due within one year. As of 31 December 2024 and 2023, the Company has deemed the notes to Turin and their accompanying interest to be fully collectible and accordingly no impairment has been recorded.

 

During 2023, the Company increased its commitment on the term facility with Ryder 2, a subsidiary of Ryder, from $20,000,000 to $28,000,000. The facility carried interest at 15% per annum during 2023, payable annually. The Company loaned Ryder 2 $8,000,000 (£6,525,729) in 2023.

 

During 2023, the term facility to Ryder 2 was exchanged for share capital of $24,164,423 (£18,388,780) and $8,000,000 (£6,525,729) in Ryder and Ryder 2, respectively, which included accrued and capitalized interest of $4,164,423 (£3,395,418).

 

In 2023, the Company loaned Fusion 2, a subsidiary of Fusion, £455,000. The loan carry interest rates between 10% and 14% per annum, payable quarterly, and mature on 10 March 2026. Interest amounts not paid on a quarterly basis are capitalized as additional loan principal. In 2024 and 2023, interest capitalized into loan principal was £nil and £3,640, respectively. As of 31 December 2024 and 2023, interest owed on loans issued by Fusion 2 was £nil and £2,838, respectively. Due to the closure of the restaurant in 2023, the loans to Fusion 2, along with all associated accrued interest, were deemed impaired, resulting in an impairment loss of £460,295 in 2023. In 2024, the note receivable between the Company and Fusion 2 was forgiven. As such, the outstanding loan principal and accrued interest on the Fusion 2 loans were £nil as of 31 December 2024 and 2023, respectively.

 

 

13
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
130,000
130,000
Amounts owed to shareholder
40,492,311
24,389,280
Accruals
193,544
256,019
40,815,855
24,775,299

During 2023, the Company issued 61,368,454 ordinary shares to the majority shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt. Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. In 2024, all remaining balances on the shareholder loan payable to Cain International LP were transferred to Cain PE, LLC. The amounts due to the shareholder, Cain PE, LLC, are unsecured, interest free and repayable on demand. Cain PE, LLC has agreed not to recall the shareholder loan through 30 September 2026 unless the Company is in a position to pay the amounts called.

 

In 2023, Rome, a subsidiary of Turin entered a restructuring plan. As a result of the restructuring plan, all of Rome's deferred consideration payables were forgiven. The forgiveness of Rome's deferred consideration payables resulted in the Company’s deferred income balance of £422,774 being written off. The original purchase of the deferred consideration balance by the Company was financed through a £130,000 note issued by Turin. The note carries an interest rate of 12% per annum which is due on demand after any of the deferred consideration has become due and payable. As such, the note payable is disclosed as amounts falling due within one year above.

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
14
Share capital
2024
2023
Authorised and issued
61,368,554 Class A Shares of £1 each
61,368,554
100
61,368,454 Ordinary Shares of £1 each
-
61,368,454
5 Class B1 Shares of £29,600 each
148,000
148,000
5 Class B2 Shares of £29,600 each
148,000
148,000
61,664,554
61,664,554

During 2023, the Company issued 61,368,454 ordinary shares to the majority shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt (see note 13). Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. The class A share capital of £100 remains unpaid as of 31 December 2024 by the Company's shareholder and is included within the Amounts owed to shareholder in note 13.

 

In April 2024, the 61,368,454 ordinary shares of £1 each in the company, held by Cain International LP, were re-designated as 61,368,454 Class A shares of £1 each in the Company. In May 2024, Cain International LP contributed all of its 61,368,454 Class A shares in the Company to its subsidiary, Cain PE LLC. Hence, effective May 2024, the Company's majority shareholder is Cain PE, LLC.

 

The 5 class B1 shares and 5 class B2 shares issued to Jonathan Goldstein (a director of the Company) remain unpaid as of 31 December 2024.

15
Parent Undertaking

The Company is wholly controlled by Cain PE LLC, an entity incorporated in Delaware. The ultimate parent undertaking of the group of which the Company is a member is Cain International LP, a US limited partnership.

As at 31 December 2024, the smallest group in which the results of the Company are consolidated is that prepared by Cain PE LLC, of 767 Fifth Avenue, 17th Floor, New York, NY 10153. The financial statements of this entity are not publicly available. The largest group in which the results of the Company are consolidated is that prepared by Eldridge Industries LLC, of 600 Steamboat Road, Greenwich, CT 06830. The financial statements of this entity are not publicly available.

 

16
Analysis of changes in net debt
1 January 2024
Cash flows
31 December 2024
£
£
£
Borrowings excluding overdrafts
(130,000)
-
(130,000)
Cash at bank and in hand
2,632
2,350
4,982
CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
17
Non-cash investing and financing activities
2024
2023
£
£
Note receivable contributed by majority shareholder directly to associate
-
6,525,729
Investment in associate contributed directly by majority shareholder
14,615,083
7,573,719
Transfer of shareholder loan from Cain International LP to Cain PE LLC
13,913,674
-
Conversion of note receivable to investment in associates
-
24,914,509
Issuance of shares to majority shareholder in exchange for discharging of unsecured debt
-
61,368,454
18
Related party transactions

In 2023, Ryder and Ryder 2 underwent a capital raise to further the development of future venues. In connection with the capital raise, the Company’s debt investment in Ryder 2 was exchanged for share capital of $24,164,423 (£18,388,780) and $8,000,000 (£6,525,729) in Ryder and Ryder 2, respectively, which included accrued and capitalized interest of $4,164,423 (£3,395,418). The Company's equity investment in the preferred shares of Ryder of $8,190,900 (£6,000,000) was also exchanged for ordinary shares in Ryder for a subscription and redemption price of $9,954,943, respectively. The Company made $15,019,304 (£11,843,872) and $9,500,000 (£7,573,719) of investments in the A1 Shares of investments in Ryder 2 during 2024 and 2023, respectively. In 2024, the Company invested in 375,965 preference shares for an aggregate subscription price of $3,759,510 (£2,898,589). The preference shares accrue a preferential dividend at a rate of 18% per year. In connection with the issuance of the preference shares, the Company earned a subscription fee of £127,348.

 

During 2023, the Company increased its commitment on the term facility with Ryder 2 from $20,000,000 to$28,000,000. The facility carried interest at 15% per annum during 2023, payable annually. Interest not paid on an annual basis is capitalized as additional loan principal. In 2024 and 2023, the Company loaned Ryder 2 $nil (£nil) and $8,000,000 (£6,525,729), respectively. For the years ended 31 December 2024 and 2023, the Company earned $nil (£nil) and $1,093,101 (£885,159) of interest from its loans with Ryder 2. As part of the 2023 capital raise mentioned above, the term facility to Ryder 2 was exchanged for share capital in Ryder and Ryder 2. The aforementioned events do not change the status of Ryder or Ryder 2 as associates of the Company at 31 December 2024.

 

In 2024, the Company loaned Turin £nil (2023: £4,234,405) in secured redeemable notes. For the year ended 31 December 2024, the Company earned £4,009,074 (2023: £3,052,557) of interest from its loans with Turin. In 2024, interest capitalized into note principal was £3,842,839 (2023: £2,648,731). As of 31 December 2024, the interest receivable on the loans provided to Turin was £1,073,309 (2023: £907,075).

 

For the year ended 31 December 2024, interest expense on the Company's £130,000 loan note issued to Turin was £22,163 (2023: £19,677). In 2024, interest capitalized into loan principal was £21,529 (2023: £19,100). As of 31 December 2024, interest payable on the loan was £5,816 (2023: £5,181).

 

In 2024, the Company invested £nil (2023: £455,000) in loans to Fusion 2, a subsidiary of Fusion. The loans were used to provide working capital to the restaurant, which ceased operations during 2023. For the year ended 31 December 2024, the Company earned £nil (2023: £5,295) of interest from its loans to Fusion 2. In 2024, interest capitalized into loan principal was £nil (2023: £3,640). As of 31 December 2024, the interest receivable on the loans provided to Fusion 2 was £nil (2023: £2,838). Due to the closure of the restaurant in 2023, the loans to Fusion 2, along with all associated accrued interest, were deemed impaired, resulting in an impairment loss of £nil (2023: £460,295). As such, the outstanding loan principal and accrued interest on the Fusion 2 loans were £nil as of 31 December 2024 (2023: £nil).

CAIN PE (UK) LIMITED
(PREVIOUSLY JAMPURCHASECO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Related party transactions
(Continued)
- 27 -

In 2022, the 10 class B shares issued to Jonathan Goldstein (a director of the Company) were re-designated as 5 class B1 shares and 5 class B2 shares. As of 31 December 2024, the Company has a £296,000 (2023: £296,000) receivable related to the proceeds of these shares.

 

In 2024, the Company was granted loans from its former shareholder, Cain International LP, to fund the aforementioned transactions in the amount of £nil (2023: £7,918,574) and operating expenses in the amount of £nil (2023: £2,794,570). In 2024, the Company was granted loans from its shareholder, Cain PE LLC, to fund the aforementioned transactions in the amount of £14,742,461 (2023: £9,895,549) and operating expenses in the amount of £1,360,569 (2023: £580,059). During 2023, the Company issued 61,368,454 ordinary shares to the former shareholder, Cain International LP, in exchange for Cain International LP releasing the Company from £61,368,454 of its unsecured debt. Furthermore, Cain International LP contributed all of its 100 class A share capital in the Company to its subsidiary, Cain PE, LLC, which became the Company's minority shareholder. The class A share capital of £100 remains unpaid as of 31 December 2024 by the Company's minority shareholder. All remaining balances on the shareholder loan payable to Cain International LP were also transferred to Cain PE, LLC. The amounts owed to the minority shareholder by the Company are £40,492,311 at 31 December 2024 (2023: £24,389,280), which are unsecured, interest free and repayable on demand. There are no amounts due to the former shareholder, Cain International LP as of 31 December 2024 and 2023.

 

In April 2024, the 61,368,454 ordinary shares of £1 each in the Company, held by Cain International LP, were re-designated as 61,368,454 Class A shares of £1 each in the Company. In May 2024, Cain International LP contributed all of its 61,368,454 Class A shares in the Company to its subsidiary, Cain PE, LLC. Hence, effective May 2024, the Company's majority shareholder is Cain PE, LLC.

 

Mr J S Goldstein serves as a director of Turin, Milan, Ryder, Ryder 2, Fusion, and Fusion 2. Mr J N D Stelzer serves as a director of Turin, Milan, Ryder, and Ryder 2.

 

Under FRS 102 section 1 AC.35, disclosure is not given of transactions between two or more members of a group, provided that the subsidiary which is a party to the transaction is wholly-owned by such a member.

19
Subsequent events

19.1 Investments made subsequent to year end

Subsequent to the year end, the Company has made an equity investment in Ryder 2 to the amount of $7,519,300 (£5,901,761).

 

19.2 Other significant transactions

The Company has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through to the date the financial statements were approved. Based on this evaluation, no disclosures or adjustments were required to the financial statements for the year ended 31 December 2024.

2024-12-312024-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.310Mr J S GoldsteinMr P G GroundwaterMr A J TaylorMs J NegronJ StelzerMr J N D Stelzer0116828892024-01-012024-12-3111682889bus:Director12024-01-012024-12-3111682889bus:Director42024-01-012024-12-3111682889bus:Director62024-01-012024-12-3111682889bus:Director22024-01-012024-12-3111682889bus:Director32024-01-012024-12-3111682889bus:Director52024-01-012024-12-3111682889bus:RegisteredOffice2024-01-012024-12-31116828892024-12-31116828892023-01-012023-12-311168288912024-01-012024-12-311168288912023-01-012023-12-311168288922024-01-012024-12-311168288922023-01-012023-12-3111682889core:Exceptional12024-01-012024-12-3111682889core:Exceptional12023-01-012023-12-3111682889core:Exceptional22024-01-012024-12-3111682889core:Exceptional22023-01-012023-12-3111682889core:ContinuingOperations2023-01-012023-12-3111682889core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111682889core:RetainedEarningsAccumulatedLosses2024-01-012024-12-31116828892023-12-3111682889core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3111682889core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3111682889core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3111682889core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3111682889core:ShareCapital2024-12-3111682889core:ShareCapital2023-12-3111682889core:RetainedEarningsAccumulatedLosses2024-12-3111682889core:RetainedEarningsAccumulatedLosses2023-12-3111682889core:ShareCapital2022-12-3111682889core:RetainedEarningsAccumulatedLosses2022-12-31116828892022-12-3111682889core:ShareCapitalOrdinaryShares2023-12-3111682889core:ShareCapital2023-01-012023-12-31116828892023-12-3111682889core:UKTax2024-01-012024-12-3111682889core:UKTax2023-01-012023-12-3111682889core:Non-currentFinancialInstruments2024-12-3111682889core:Non-currentFinancialInstruments2023-12-3111682889core:CurrentFinancialInstruments2024-12-3111682889core:CurrentFinancialInstruments2023-12-3111682889core:AfterOneYear2024-12-3111682889core:AfterOneYear2023-12-3111682889bus:PrivateLimitedCompanyLtd2024-01-012024-12-3111682889bus:FRS1022024-01-012024-12-3111682889bus:Audited2024-01-012024-12-3111682889bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP