Registration number:
Bricks Salford 2 PropCo Limited
for the Year Ended 31 December 2023
Bricks Salford 2 PropCo Limited
Contents
|
Company Information |
|
|
Statement of Financial Position |
|
|
Notes to the Financial Statements |
Bricks Salford 2 PropCo Limited
Company Information
|
Director |
P G Prickett |
|
Registered office |
|
|
Auditors |
|
Bricks Salford 2 PropCo Limited
(Registration number: 12047879)
Statement of Financial Position as at 31 December 2023
|
Note |
2023 |
2022 |
|
|
Fixed assets |
|||
|
Tangible assets |
- |
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets/(liabilities) |
|
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
100 |
100 |
|
|
Retained earnings |
1,342,354 |
(8,026,532) |
|
|
Shareholders' funds/(deficit) |
1,342,454 |
(8,026,432) |
Approved and authorised by the
|
|
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency of the financial statements is Pound Sterling (£) rounded to the nearest Pound.
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
2 |
Accounting policies (continued) |
Basis of preparation other than going concern
On 1st September, 2023, Bricks Salford 2 Propco entered in to agreement with Wizard Salford Quay Propco II Limited for sale of its purpose built student accommodation for the consideration of £68m. The proceeds were used for paying secured creditors. The director intended to wind down the operations of the company, and in the prior year, it was anticipated that the company would be struck off within 12 months of the audit report date. As of the date of approval of these financial statements, the strike-off action has not yet occurred, as the director is awaiting to review status of various conditions upon which company is entitled to receive a Top-Up Payment of up to £4 million, contingent upon the Net Operating Income (NOI) of the property for the 2024/2025 academic year. The condition is based on the actual financial performance of the property during the academic year ending 31 August 2025. As at 31 December 2023, the condition had not been met and the outcome remained uncertain. However, director confirm that there are no plans to resume trading and hence, The financial statements have been prepared on a non-going concern basis.
Administration of Holding Company: On 28th January, 2025 the holding company, Redbookinternational Limited, entered into administration due to financial pressure and to streamline the group companies. The appointed administrators are Paul Davies and Sandra Mundy of James Cowper Kreston. The administration process is ongoing, and the administrators are working to realize the assets of the Group and settle its liabilities.
Sale of Subsidiaries: Subsequent to the year-end date, on 29th April, 2025, the administrators completed the sale of the company's subsidiaries, Bricks Leicester Capital Limited, Bricks Salford 2 Capital Limited, Bricks Swansea Capital Limited and LCA Capital Limited, including subsidiaries of these companies to Uniquarters Limited. The sale was part of the strategy to maximize returns to creditors. The financial impact of this transaction will be reflected in the next financial period.
The directors continue to assess the status of parameters upon which the Top-up payment will be based. The director intends to apply to strike off the company within 12 months of date of approval of these financial statements by the time of which, the contingent conditions is expected to materialize. Hence, the financial statements have not been prepared on a going concern basis. Assets have been recognised at the lower of their depreciated cost or recoverable amount and liabilities have been treated as short term.
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
2 |
Accounting policies (continued) |
Audit report
The name of the Senior Statutory Auditor who signed the audit report on
.........................................
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
A provisional amount of tax expense has been recognized in the financial statements for the period ended 31 December 2023. This provision has been estimated based on preliminary calculations and available information as at the reporting date. The final group tax computation and allocation are currently under review and are expected to be concluded in due course.
Any adjustments arising from the finalization of the group tax working will be recognized in the subsequent reporting period.
Tangible assets
Assets under the course of construction are held as tangible fixed assets at historical cost less any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation
Depreciation is not provided until such a time that the asset is capable of operating in the manner intended by management. Upon completion of the asset, the asset will be carried at fair value determined annually by the director.
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
2 |
Accounting policies (continued) |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
2 |
Accounting policies (continued) |
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Financial instruments
Classification
|
Staff numbers |
The average number of persons employed by the company (including the director) during the year, was
|
Auditors' remuneration |
|
2023 |
2022 |
|
|
Audit of the financial statements |
|
|
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
Tangible assets |
|
Asset under the course of construction |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2023 |
|
|
|
Disposals |
( |
( |
|
At 31 December 2023 |
- |
- |
|
Depreciation |
||
|
At 1 January 2023 |
- |
- |
|
Impairment |
- |
- |
|
At 31 December 2023 |
- |
- |
|
Carrying amount |
||
|
At 31 December 2023 |
- |
- |
|
At 31 December 2022 |
|
|
Interest of £NIL (2022: £788,305) was capitalised in the year.
During the year, the company disposed of a Asset under the course of construction for £68m as per the sale agreement dated 1 September 2023. The disposal resulted in a gain, which has been recognised in the profit and loss account under “Gain on disposal of property".
The lease transferred by Bricks Salford 2 Land Limited to Bricks Salford 2 Propco Limited was for 175 years. However, as per the sale agreement dated 01 September 2023, asset was sold with the headlease
term of 250 years to Wizard Salford Quay Propco II Limited. The Director of Bricks Salford 2 Land Limited has elected to transfer 100% of chargable gain on sale of land as per Section 171A of Taxation of
charable gain act 1992 to Bricks Salford 2 Popco Limited.
Impairment
Asset under the course of construction
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
Investments |
|
2023 |
2022 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2023 |
|
|
Provision |
|
|
At 1 January 2023 |
- |
|
At 31 December 2023 |
- |
|
Carrying amount |
|
|
At 31 December 2023 |
|
|
At 31 December 2022 |
|
|
Debtors |
|
Current |
Note |
2023 |
2022 |
|
Amounts owed by group undertakings |
|
|
|
|
Prepayments |
- |
|
|
|
Other debtors |
|
|
|
|
|
|
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
Creditors |
Creditors: amounts falling due within one year
|
Note |
2023 |
2022 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
|
|
|
Trade creditors |
|
|
|
|
Amounts owed to group undertakings |
- |
|
|
|
Taxation and social security |
|
- |
|
|
Accruals and deferred income |
|
|
|
|
|
|
At 31 December 2023, there was a technical breach in the Roundshield facility covenant. Roundshield have not recalled the loan balance. The loan was due for repayment in August 2023. Out of total loan outstanding as at sale date, Loan pertaining to London wall was repaid in full as part of the asset sale agreement. However, Loan pertaining to Roundshild was partly repaid.
|
Loans and borrowings |
Current loans and borrowings
|
2023 |
2022 |
|
|
Bank borrowings |
|
|
At 31 December 2023, there was a technical breach in the Roundshield facility covenant. Roundshield have not recalled the loan balance. The loan was due for repayment in August 2023. Out of total loan outstanding as at sale date, Loan pertaining to London wall was repaid in full as part of the asset sale agreement. However, Loan pertaining to Roundshild was partly repaid.
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
Financial commitments, guarantees and contingencies |
Cross Guarantees:
The company has cross-guaranteed group borrowings, meeting the definition of a contingent liability as set out in FRS 102, totalling £139.893m (2022: £127.214m).
Contingent Asset- Top-Up Payment:
As part of the sale agreement dated 1 September 2023, Bricks Salford 2 Propco Limited is entitled to receive a Top-Up Payment of up to £4 million, contingent upon the Net Operating Income (NOI) of the property for the 2024/2025 academic year exceeding a specified threshold. The condition is based on the actual financial performance of the property during the academic year ending 31 August 2025.
As at 31 December 2023, the condition had not been met and the outcome remained uncertain. While some NOI performance data has become available subsequent to year-end, it relates to future periods and does not provide sufficient evidence of conditions existing at the balance sheet date. Accordingly, no asset has been recognized in the financial statements for the year ended 31 December 2023.
The company will reassess the recognition of this contingent asset upon final determination of the actual NOI after 1 September 2025.
|
Related party transactions |
As permitted by FRS 102, the company has taken advantage of the exemption from disclosing the transactions entered into between wholly owned group companies and those group company transactions that have been performed on an arm’s length basis.
|
Relationship between entity and parents |
The parent of the largest group in which these financial statements are consolidated is
The address of Bricks Group Holdings Limited is:
|
Subsequent events after the reporting period |
|
|
Bricks Salford 2 PropCo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)
|
Off-balance sheet arrangements |
Charges
There exists charges over the company's assets in favour of Rs Lender Iii, S.À R.L. as follows:
- Fixed charge with negative pledge over all property or undertaking of the company as per supplemental mortgage document dated 31st August 2023.
- Fixed and floating charge with negative pledge relating to land at Phase 2, King William Street, Salford as per supplemental debenture dated 11th February 2022.
- Fixed and floating charge with negative pledge relating to land at Phase 2, King William Street, Salford as per supplemental debenture dated 12th November 2021.