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Registered number: 10836436
EAGLE TARGET 5 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EAGLE TARGET 5 LIMITED
CONTENTS
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Directors' responsibilities statement
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Independent auditor's report
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Statement of changes in equity
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Notes to the financial statements
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The Company’s principal activity is that of an intermediate holding company. The Company is a wholly owned subsidiary of Eagle Superco Limited. Eagle Superco Limited and its subsidiaries, including this Company are collectively referred to as the Busy Bees group of companies (‘the Group’). The principal activity of the Group is the provision of day care nursery services. The Company holds investments in the Group's Canadian investment and trading companies.
Business review and future developments
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The profit for the year was C$2,875,000 (2023: C$4,354,000) of Canadian Dollars (C$). Shareholder’s funds were C$190,126,000 at 31 December 2024 (2023: C$187,251,000). The decrease in profit was due to a lower interest receivable during the year as well as a high amount of taxation for the current year. Interest receivable has decreased due to the repayment of loans in the period, reducing the loan prinicpal on which interest acrrues, (see note 7). It is expected that the Company will continue to act as an intermediate holding company for the foreseeable future. The Company has not identified particular key performance indicators due to its nature being an intermediate holding company. The value of the Company’s investments and consequently its ability to settle its liabilities are linked to the performance of the Group. The Group has taken advantage of section 400 of the Companies Act 2006 not to prepare consolidated financial statements for this Company.
Operational and financial performance for the Group has been strong during 2024. The Group generated revenue of £1,148.9m (2023: £1,006.5m) driven by increases in occupancy growth, centre fees and the full year effect of 2023 acquisitions and new centres as well as the benefit of new centres and centres acquired during 2024. Like for like revenue has increased by 9% (2023: an increase of 11%) as a result of fee increases and occupancy growth across the Group. Some of the improved occupancy in Canada and the UK is driven by wider government support for the early years sector which in some locations can make childcare services more affordable and accessible. Operating profit has increased to £150.3m, (2023: £92.3m) as a result of revenue growth being offset by labour and cost increases.
During the year, a shareholder exit event was completed whereby new third party debt was raised outside of the Group. The proceeds from the new third party debt were used to provide an exit for retiring management shareholders as well as providing partial liquidity to continuing management and investors. To facilitate this, a new entity was incorporated, Eagle Newco Limited, which is an indirect parent company of the Group. The third party debt was used to repay the Group’s shareholders in Eagle Topco Limited (an indirect parent of the Company) and loan note holders in Eagle Holdco Limited (an indirect parent of the Company).
Financing
The Group has a Senior Facilities Agreement ("SFA") in place with GBP and Euro Term Loan B (“TLB”) loans of £365.9m and €932.1m respectively. The Group has a £100m RCF facility, at July 2025, the RCF is not drawn and £16.0m is held for bank guarantees. In December 2024 the Group agreed with its lenders to raise a further €120.0m loan under the SFA. This was drawn in early January 2025 and consolidated with the previous Euro loan of €812.1m. The proceeds of this raise was used to fund the acquisition of the Learn and Play Montessori School which completed on 3 January 2025, repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financing (continued)
The TLB loans have a term to March 2028 and incur interest at SONIA + a margin and EURIBOR + a margin, dependent on the Group’s leverage ratio as reported by the Group to its lenders on a quarterly basis. For the majority of the year ended 31 December 2024, the Group was incurring interest at SONIA + 4.75% on the GBP loan and EURIBOR + 3.75% on the Euro loan. At June 2025, the Group is incurring interest at SONIA + 4.50% on the GBP loan and EURIBOR +3.50% on the Euro loan. The Group’s RCF facility has a term to September 2027, the RCF facility incurs interest on any amount drawn at SONIA + 4%.
In preparation of the financial statements, the directors have made an assessment of the Company’s ability to continue as a going concern. After making enquiries and taking account of the factors set out in note 2 of the financial statements, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the annual report and financial statements.
Directors' statement of compliance with duty to promote the success of the Company
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In accordance with the Companies Act 2006 (the ‘Act’) (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the directors provide this statement describing how they have had regard to the matters set out in section 172(1) of the Act, when performing their duty to promote the success of the Company, under section 172.
The directors always aim to act in the best interests of the Company, and to be fair and balanced in its approach. The needs of different stakeholders are always considered as well as the consequences of any decision in the long-term and the importance of our internally published high standards of business conduct. More specific information is given in sub-paragraphs (a) to (f), which correspond to the individual factors disclosed under Section 172(1).
a. Long term decision making
The directors maintain oversight of the Company’s performance, and reserves to itself specific matters for approval. In addition to this, any major decisions with long-term implications, including significant new business initiatives, would need shareholder approval under the Company Articles of Association, to ensure that the business decisions taken locally are in alignment with the long-term strategy of the Company. Any decisions approved either locally or by the Shareholders, are then implemented, with subsequent director oversight to ensure these are in accordance with the agreed strategy.
b. Stakeholders: Employees
The Company has no employees, other than the directors.
c. Stakeholders: Customers, Suppliers, Others
As a holding company, the Company does not trade.
d. Stakeholders: Community & Environment
As a holding company, the Company does not undertake community and environmental engagement.
e. Reputation for high standards of business conduct
The Directors are responsible for developing the corporate culture across the Company, which promotes integrity and transparency. The Company uses the same comprehensive systems of corporate governance and approves policies and procedures which promote corporate responsibility and ethical behaviour, as are implemented within Eagle Topco Limited and its subsidiaries. Central to these policies is the Code of Conduct. This applies to all directors and employees of the Group and is embedded into the Company’s operations.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company (continued)
f. Acting fairly as between members of the Company
The directors aim to understand the views of its shareholder and always to act in their best interests. In order to do this, the directors works closely with the principal shareholder on a very regular basis to ensure operations, strategy and performance are aligned with the long-term objectives of the shareholders, while complying with the Articles of Association of the Company.
Statement on Employee Engagement
The Company has no employees, other than directors.
Statement on Business Relationships
As a holding company, the Company does not trade.
Principal risks and uncertainties
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The Company considers its key risks to be in relation to the value of its investments and therefore whether any impairment is required and also the recoverability of its inter-company debt.
Credit risk
The Company’s principal assets are investments in subsidiary companies. The Company also has receivables that primarily relate to other group companies. Any impairment arising on these is recognised based on comparisons to the recoverable amount and solvency/liquidity of these undertakings. The directors have made an assessment and concluded that the Company’s receivables are not credit impaired.
Liquidity Risk
The Company’s funding requirements are under constant review. All funding is carried out through Eagle Midco Limited or other UK group related companies either on a short term loan basis or through the cash pooling arrangement.
Currency Risk
The functional currency is Canadian Dollars as that is the currency of the economic environment in which the Company operates. The risk and rewards of the Company operating are based in Canada. The Canadian Dollar may strengthen or weaken against other currency and hence there is a currency risk.
The risks detailed below are those that are considered to effect the Group and are deemed relevant to this Company and its subsidiaries.
People risk
The Company does not have any employees, however people and the risk from people is a principal risk for the Group. The Group has a principal risk around the recruitment and retention of employees, particularly centre-level qualified employees, and the impact and likelihood of this principal risk materialising has reduced for the Group in the last year due to availability of centre-level qualified employees and improved employee retention. This risk is defined as the Group not achieving the desired business performance, growth and quality as the Group may not have enough suitably qualified employees to operate at the desired level or grow occupancy, and replacement employees may have less experience. Alongside this, the Group has experienced upward cost pressure on wage and recruitment costs due to a competitive recruitment market and wider macroeconomic pressures. These increased costs have been built into operating plans.
In response to this risk the Board of Eagle Topco Limited, monitor the operational and financial impact more closely and take appropriate action as needed. The Group has developed education and training capability in the UK, Asia, Australia. This not only allows the Group to offer high quality training to employees, but also to bring through a pipeline of suitably qualified employees to meet demand and address this risk. There has been an investment in the number of apprentices and trainees recruited and changes to the wider recruitment processes to allow these to be more efficient and effective. At the start of 2024, and into 2024, the Group made a further investment in employees’ renumeration as well as enhancing benefits around recognition and long service to support retention.
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EAGLE TARGET 5 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Market risk
Aside from the key risks facing most businesses, for example those of reputation and competition and market change, the Group considers its key risks to be as follows:
∙health and safety for young children, employees and our centres, in relation to which the Group has a dedicated Safeguarding Committee and Safeguarding teams and compliance teams across territories that define policy and procedures and closely monitor and report compliance performance as well as Health and Safety protocols to monitor and take action in respect of health and safety risks.
∙change of government policy and the implementation of policy at a local level, including free entitlement funding. The Group actively engages in a positive way in many of the territories it operates in, with government at a ministerial, civil service and local level and regularly reviews its compliance with policy and funding requirements. Any changes to the legal and regulatory environment are captured as emerging risks through our risk management process with identified owners and action plans to ensure compliance when the changes come into effect. Our external legal advisers also provide detailed reviews in respect of existing and upcoming legislation that may affect the Group. A failure to comply could lead to unanticipated regulatory penalties or sanctions, as well as damage to our reputation.
∙cyber attack/(s) on our IT environment leading to loss of personal data and company information, as well as ongoing disruption to business operations. The Group has formalised disaster recovery plans, ongoing training, data protection controls and review of IT processes as well as stress testing of IT systems.
∙The medium to longer term impact of the wider economy in relation to recession, cost of living, inflation, market interest rates and the impact on the affordability of childcare which has increased in terms of likelihood and impact during the year.
We do not believe there is any short-term material risk to either our customer base, our workforce or our supply chain other than those described separately above.
Financial key performance indicators
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The Company has not identified particular key performance indicators due to its nature being an intermediate holding company. The value of the company’s investments and consequently its ability to settle its liabilities are linked to the performance of the Group.
Other key performance indicators
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None
Non-financial and sustainability information statement
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The Group has made mandatory climate-related financial disclosures within the Non-Financial and Sustainability Information Statement of the Group’s Annual Report and Financial statements. As this Company is a subsidiary of the Group, whose activities are included within the consolidated Group’s Annual Report and Financial statements, the Company has not been required to report separately in relation to these disclosures.
This report was approved by the directors and signed on its behalf.
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EAGLE TARGET 5 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to C$2,875,000 (2023 - C$4,354,000).
The directors do not recommend payment of a final dividend (2023 - C$nil). No dividend has been paid since the year end.
The directors who served during the year and up to the date of this report were:
It is expected that the company will continue to act as an intermediate holding company for the foreseeable future.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its directors, which were made during the year and remain in force at the date of this report. The provisions made by the Company are in force for the benefit of one or more directors of an associated companies.
Matters covered in the Strategic report
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Details of the directors’ assessment of going concern, engagement with stakeholders including employees, suppliers, customers and others and financial risks are set out in the strategic report.
Energy and carbon reporting
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The Company has taken advantage of the exemption in Part 7A of schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 from the carbon reporting disclosure as it is a subsidiary undertaking and is included in the consolidated financial statements of Eagle Midco Limited and Eagle Superco Limited. See note 13 for further details.
Post balance sheet events
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The Group has had the following post balance sheet events. These have an impact on the Company and the Company’s subsidiaries.
∙On 2 January 2025 the Group drew down a further €120.0m loan under its SFA. The raise was used to complete the acquisition of the Learn and Play Montessori School, (below), repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
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EAGLE TARGET 5 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events (continued)
∙On 3 January 2025 the Group completed the acquisition of the Learn and Play Montessori School. The acquisition represents 15 centres and 4 pipeline centres in the San Fransico Bay area of California. The initial consideration paid was $74.2m (£59.2m) with contingent consideration beinG dependent on future performance criteria in the period to March 2027. The primary reason for the acquisition was to continue growth and expansion in market share in the Group’s US operations. Given the size and complexity of the acquisition, specifically in relation to assessing the fair value of contingent consideration, the accounting under IFRS 3 Business Combinations is incomplete at the date of approval of these financial statements. The Group will complete the fair value exercise and will disclose the fair value of acquired assets and liabilities in the financial statements for the year ended 31 December 2025.
∙On the 18 July 2025, the Group completed the allocation process of an amend and exercise of its SFA. This exercise will extend the maturity of the Group’s €932.1m and £365.9m debt to February 2032 and will also introduce some changes to covenants and conditions within the SFA. As part of this process the Group also intend to increase its RCF to £150m. The changes to the Group’s SFA and RCF are expected to become effective on the 29 August 2025.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006, Deloitte LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the directors and signed on its behalf.
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EAGLE TARGET 5 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.
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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Eagle Target 5 Limited (the 'company'):
∙give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
∙have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements which comprise:
∙the profit and loss account;
∙the balance sheet;
∙the statement of changes in equity; and
∙the related notes 1 to 13.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the strategic report and the directors' report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the strategic report and the directors' report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 LIMITED
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company's business sector.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, and IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
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EAGLE TARGET 5 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EAGLE TARGET 5 LIMITED
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Darby, FCA
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
Date: 26/08/2025
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EAGLE TARGET 5 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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Profit for the financial year
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All amounts relate to continuing activities.
There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account.
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There was no other comprehensive income for 2024 (2023:C$NIL) and so no separate statement of comprehensive income is presented.
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The notes on pages 14 to 24 form part of these financial statements.
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EAGLE TARGET 5 LIMITED
REGISTERED NUMBER: 10836436
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Total assets less current liabilities
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Total Capital and reserves
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The financial statements were approved and authorised for issue by the directors and were signed on its behalf by:
The notes on pages 14 to 24 form part of these financial statements.
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EAGLE TARGET 5 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Profit and total comprehensive income for the year
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Profit and total comprehensive income for the year
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The notes on pages 14 to 24 form part of these financial statements.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
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Basis of preparation of financial statements
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Eagle Target 5 Limited (the "Company") is a company incorporated in England, United Kingdom under the Companies Act 2006. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company’s registered office is shown on page 6.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Eagle Superco Limited and Eagle Midco Limited as at 31st December 2024 and these financial statements may be obtained from registered offices of these companies.
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Exemption from preparing consolidated financial statements
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The Company’s results are included in the consolidated financial statements of Eagle Superco Limited and Eagle Midco Limited, companies registered in England and Wales, United Kingdom. Accordingly the Company has taken advantage of the exemption given in s400 of the Companies Act 2006 from preparing and delivering group financial statements. The financial statements therefore contain information about the Company as an individual undertaking and not about its Group.
The functional currency is Canadian Dollars (C$) as that is the currency of the economic environment in which the Company operates and the underlying transactions and conditions that are relevant to the Company is Canadian Dollars (C$).
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
In preparation of the financial statements, the directors have had access to the necessary information and made an assessment of the Group’s and the Company’s ability to continue as a going concern.
As at 31 December 2024 the Company has net current assets of C$34,899,000 (2023: C$6,569,000). There is an unlimited cross guarantee between the Company and other group companies in respect of bank borrowings.The Company is reliant on the support of its ultimate parent company, Eagle Superco Limited, to be able to meet its liabilities as they fall due. However, the directors consider that the Company is an integral part of Eagle Superco Limited structure and strategy, which is evidenced by a letter of comfort from Eagle Superco Limited, which states its commitment to provide necessary financial support to ensure that the Company is a going concern for at least twelve months from the date of approval of these financial statements.
The Group has existing TLB loans of £365.9m and €932.1m under it’s SFA. In addition, the Group has a £100.0m RCF facility. The TLB loans expire in March 2028, the RCF facility expires in September 2027. The TLB loans are a ‘cov-lite’ facility meaning there are no leverage covenant tests on the Group’s financing other than if more than 40% of the Group’s RCF facility is drawn. In this scenario, a leverage covenant of Group indebtedness to EBITDA of 9.85 times would apply.
During the year, the group drew down on its RCF facility to fund acquisitions completed during the year. The maximum amount drawn at any one time was £38.0m. The amount drawn at 31 December 2024 was £24.0m; an amount of £16.0m is held for bank guarantees leaving available undrawn RCF facility of £60.0m at 31 December 2024.
The Group has prepared detailed forecasts for the period up to September 2026 which demonstrate that the Group is able to generate sufficient cash flows to operate within its financing arrangements. These assumptions are made by management based on recent performance, external forecasts and management’s knowledge and expertise of the Group’s cashflow drivers. The Group’s forecasts include the effect of changes in government funding from 2025, increases in employment and other costs realised or expected to be realised during 2025 and 2026 and expected increases in income as a result of planned price increases and expected occupancy growth. The forecast excludes any non-committed future acquisitions and developments.
The forecast demonstrated that the Group is able to operate within its financing arrangements. The covenant compliance ratio at December 2024 is 4.4:1 vs a maximum ratio of 9.85:1. EBITDA at December 2024, as defined by the SFA, would need to fall by 54% in order to breach forecast covenant compliance.
The Group cannot predict the indirect impact of any potential economic slowdown or other events, and the below sensitivities are deemed sufficiently robust in light of current global macro-economic developments in the US following the market response to state enforced tariffs. Having reviewed the Group’s principal risks, the most significant impact on the Group’s cashflows would be a combination of the Group’s principal risks materialising in a temporary or prolonged reduction in occupancy, and consequently, cashflows. The current forecast is based on the Group’s 2025 operating plan and thereafter the Group’s longer term forecasts.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Going concern (continued)
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To assess any potential impact on the Group’s cashflows and liquidity, various sensitivities have been performed reflecting a reduction in occupancy rates, including occupancy falling up to 7% below the current forecast. This reduction in occupancy is considered a reasonable reduction to sensitise the Group’s cashflows as it is based on the Group’s previous experience of occupancy trends following the impact of global economic slowdowns. In combination with sensitising the impact of a fall in occupancy, the Group has also sensitised the Group’s cashflows in 2026 to the specific principal risk of further cost and interest cost increases. Cost increases of a further 2%, from higher-than-expected employee costs and other supply costs above those already included within the Group’s forecast which reflects all announced UK employment tax changes as at December 2024.
The Group has also sensitised higher than expected interest costs over what has been included in the forecast by modelling a slower than expected fall in SONIA/ EURIBOR rates, with a delay of three months, which is broadly comparable with actual SONIA/ EURIBOR rate performance in 2024. To offset the effect of these items, the Group has modelled the affect of removing planned capital expenditure cashflows on new sites in FY25 and FY26. Under the combination of these sensitivities, and with occupancy falling to 7% below the current forecast, the Group would have a minimum liquidity headroom, inclusive of the available undrawn RCF facility, of £85.2m in the forecast period and would remain in compliance with the leverage test covenant within its SFA.
The impact of other mitigating actions, such as reducing development capital expenditure and reducing head office costs, which could protect cashflow and profitability have not been modelled and would be available as further mitigating actions to preserve liquidity.
In the period to July 2025, the Group has performed ahead of forecast in relation to cashflows, occupancy and costs. At July 2025 the Group has no additional amounts drawn of the RCF, but £16.0m held for guarantees and therefore has £84.0m of available RCF.
Accordingly, the directors have made inquiries with the directors of the Group and as a result of these inquiries noted that there were no issues around the Group’s ability to continue as a Going Concern and that the Group continued to adopt the going concern basis in preparing its annual report and financial statements.
After making enquiries and taking account of the factors noted above, the directors have a reasonable expectation that the Company will have access to adequate resources to continue in existence for the foreseeable future. Accordingly, the Company continues to adopt the going concern basis in preparing the annual report and financial statements.
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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Related party transactions
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The Company is exempt from the requirements of section 33 of FRS 102 to disclose transactions with other wholly-owned group undertakings as its financial statements are included in the consolidated financial statements of a parent company whose financial statements are publicly available.
Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Financial instruments (continued)
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impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from the 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 if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods.
There were no critical judgements, or key sources of estimation uncertainty that the directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
The directors, who are the only employees of the Company, neither received nor waived any remuneration in the period from this entity. 2 directors (2023: 2 director), were remunerated in the current year by a fellow group company, Busy Bees Holdings Limited.
Audit fees of C$5,545 (2023: C$5,935) were borne by the Company’s fellow Group subsidiary without any right of reimbursement. There were no non-audit fees paid to the auditors of the Company.
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Interest receivable from group companies
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
6.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%). The differences are explained below:
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Profit before tax multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
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Expenses not deductible for tax purposes
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Adjustments in respect of prior periods
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Foreign exchange on corporation tax balance
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Total tax charge for the year
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Factors that may affect future tax charges
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The standard rate of tax applied to the reported profit before tax is 25.00% (2023: 23.52%). The Company has applied the amendments made to FRS 102 that introduce a temporary exception to the accounting and disclosure for deferred tax, or potential income tax consequences arising from Pillar Two legislation. Disclosures relating to the potential income tax consequences of Pillar Two legislation on the Group are disclosed within the Group’s financial statements. Accordingly, the Company neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Share in group undertakings
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Loans owed by group undertakings
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Amounts owed by group undertakings
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In FY24 transfers intra group have been made of C$41,840,000 to split out loans owed by group undertakings and amounts owed by group undertakings. The classification of loans and amounts owed to group undertakings has been presented to provide further information on the nature of funding arrangements between subsdiaries and fellow group subsdaires of the Company.
The additions in the year to loans owed by group undertakings are:
∙Interest rolled up on the loan notes of C$3,120,000
∙Short term loans of C$3,365,000
The disposals in the year to loans owed by group undertakings relates to the repayment of loans.
The disposals in amounts owed by group undertakings is the settlement of tax under a group payment arrangement.
There is no repayment date attached to the loans owed by group undertakings or the amounts owed by group undertakings. These amounts are not expected to be settled by repayment within 12 months of the balance sheet date and therefore these amounts have been classified as Investments, within Fixed assets. The interest rate on loans owed by group undertakings is 6.15% (2023: 6.15%).
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The following were subsidiary undertakings of the Company:
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BrightPath Early Learning Inc*
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*Held Directly
The registered address of BrightPath Early Learning Inc. is 200 Rivercrest Drive, SE, Suite 201, Calgary, AB, T2C 2X5.The registered address of BrightPath Kids Corp. is 2141627 Ontario Limited 3280 Bloor Street West, Centre Tower, Suite 410, Toronto, ON M8X 2X3.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts falling due within one year
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Amounts owed by group undertakings
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The amounts owed by group undertakings are receivable on demand and no interest is charged on these amounts. The increase in the year relates to the repayment of loans from group undertakings being transferred to another Group subsidary, and that Group subsidary owing the repaid amounts to the Company.
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Allotted, called up and fully paid
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97,528,731 (2023: 97,528,731) A Ordinary shares of £0.01 each issued at an average rate of C$1.630000 to £1
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10 (2023 - 10) B Ordinary shares of C$0.000001 each
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No rights, preferences and restrictions are attached to the ordinary shares.
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10.Other financial commitments
a) The Company had no capital commitments as at 31 December 2024 (2023: £nil).
b) At 31 December 2024 the Company had no non-cancellable operating leases (2023: none).
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Related party transactions
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The Company has taken the exemption available under FRS102 not to disclose related party transactions
with other 100% controlled members of the same group. There were no other related party transactions
in the year.
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EAGLE TARGET 5 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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The Group has had the following post balance sheet events. These have an impact on the Company and the Company’s subsidiaries.
∙On 2 January 2025 the Group drew down a further €120.0m loan under its SFA. The raise was used to complete the acquisition of the Learn and Play Montessori School, (below), repay the Group’s previously drawn RCF of £24.0m, (which had been utilised to support some of the Group’s 2024 acquisitions), and to have available funds for pipeline acquisitions.
∙On 3 January 2025 the Group completed the acquisition of the Learn and Play Montessori School. The acquisition represents 15 centres and 4 pipeline centres in the San Fransico Bay area of California. The initial consideration paid was $74.2m (£59.2m) with contingent consideration being dependent on future performance criteria in the period to March 2027. The primary reason for the acquisition was to continue growth and expansion in market share in the Group’s US operations. Given the size and complexity of the acquisition, specifically in relation to assessing the fair value of contingent consideration, the accounting under IFRS 3 Business Combinations is incomplete at the date of approval of these financial statements. The Group will complete the fair value exercise and will disclose the fair value of acquired assets and liabilities in the financial statements for the year ended 31 December 2025.
∙On the 18 July 2025, the Group completed the allocation process of an amend and exercise of its SFA. This exercise will extend the maturity of the Group’s €932.1m and £365.9m debt to February 2032 and will also introduce some changes to covenants and conditions within the SFA. As part of this process the Group also intend to increase its RCF to £150m. The changes to the Group’s SFA and RCF are expected to become effective on the 29 August 2025.
The Company’s immediate parent undertaking is Eagle Bidco Limited. The largest group into which the Company is consolidated is the group headed by Eagle Superco Limited and the smallest group into which the Company is consolidated is the group headed by Eagle Midco Limited. Eagle Midco Limited and Eagle Superco Limited are both incorporated in the United Kingdom and registered at Busy Bees, Shaftesbury Drive, Burntwood, Staffordshire, WS7 9QP. The ultimate parent company is Eagle Superco Limited and the ultimate controlling party is the Ontario Teachers’ Pension Plan incorporated in Canada, its registered address is 5650 Yonge Street, Toronto, Ontario, M2M 2H5.
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